Annual Report and Financial Statements
31 December 2021
THE SCOTTISH AMERICAN
INVESTMENT COMPANY P.L.C.
SAINTS
Income again and again
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 UK Listing
Authority. They are not authorised or regulated by the Financial Conduct Authority.
SAINTS 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 (IFAs) to ordinary retail investors in accordance with the rules of the Financial Conduct Authority
(FCA) in relation to non-mainstream investment products.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you reside in the UK and 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 immediately. If you are outside the UK, you should consult an appropriately authorised financial
adviser.
If you have sold or otherwise transferred all of your ordinary shares in The Scottish American Investment Company
P.L.C., 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 Objective
Strategic Report
2 Chairman’s Statement
4 One Year Summary
5 Five Year Summary
6 Business Review
11 Investment Approach
13 Managers’ Review
17 Investment Changes
18 Performance Attribution
18 Distribution of Portfolio
19 ClassificationofInvestments
20 List of Investments
22 Property Portfolio
23 Ten Year Record
Governance Report
24 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
45 Income Statement
46 Balance Sheet
47 Statement of Changes in Equity
48 Cash Flow Statement
49 Notes to the Financial Statements
Shareholder Information
62 Cost-effective Ways to Buy and Hold
Shares in SAINTS
63 Communicating with Shareholders
64 Further Shareholder Information
64 Dividend Dates for 2022
65 Analysis of Shareholders
66 Notice of Annual General Meeting
70 Glossary of Terms and Alternative
Performance Measures
72 Sustainable Finance Disclosure Regulation
73 Statement of Reasons
Contents
Investor Disclosure Document
The UK Alternative Investment Fund Managers Regulations require certain information to be
made available to investors prior to their investment in the Company. The Company’s Investor
Disclosure Document is available for viewing at saints-it.com.
The Scottish American Investment Company P.L.C. 01
Objective
SAINTS aims to deliver real dividend growth by
increasing capital and growing income.
Year to 31 December 2021 Dividend 12.675p Yield 2.3%
11
20
21
171513 1918161412
(15%)
5%
10%
(10%)
0%
(5%)
11
20
21
171513 1918161412
100
140
120
130
110
Source: Refinitiv/Baillie Gifford and relevant underlying index providers.
See disclaimer on page 69.
* Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Past performance is not a guide to future performance.
Dividend versus Inflation
(figures rebased to 100
at 31 December 2011)
SAINTS dividend
CPI
11
20
21
171513 1918161412
100
400
300
200
Share Price
(figures rebased to 100
at 31 December 2011)
Share price
total return*
Premium/(Discount)
*
(plotted as at month end dates)
Premium/(discount)
(after deducting
borrowings at fair value)
Premium/(discount)
(after deducting
borrowings at
book value)
Ten Year Summary
02 Annual Report 2021
This Strategic Report, which includes pages 2 to 23 and incorporates the Chairman’s
Statement, has been prepared in accordance with the Companies Act 2006.
Strategic Report
Peter Moon, Chairman
Strategic Report
Chairman’s Statement
SAINTS’ objective is to deliver real dividend growth by increasing
capital and growing income. The Company continues to meet its
objective, and total dividends for the year of 12.675p (2020 – 12.00p)
will extend the Company’s record of raising its dividend to forty
eight consecutive years.
Overview
2021 has been an immensely challenging year for the world, one
in which people, companies and economies have borne up to
continued shockwaves from the Covid-19 pandemic. Economic
recovery has generally been strong, due in no small part to the
efforts of medical staff, scientists, vaccine manufacturers and
countless others, and the spectre of inflation has returned. Although
the mood of the market has vacillated, economically sensitive sectors
have generally led the market’s continued progress. The importance
of climate change was highlighted by the COP 26 summit and,
even if concrete progress was limited, we may come to look back
on the year as one in which momentum shifted and the need for
significant action to limit global warming was generally recognised.
Having weathered last year’s storm well, your Company has had
another notably successful year in 2021. It is perhaps unsurprising,
given Baillie Gifford’s focus on dependable, growing streams of
income, that the performance of SAINTS’ holdings has again
been strong. SAINTS’ revenues have grown healthily in 2021,
following a year of remarkable resilience in 2020.
The managers have maintained their focus on long term growth and
have not been tempted to invest in lower quality companies whose
short-term prospects have improved of late. Given this self-discipline,
it is pleasing that over the year SAINTS’ NAV total return (with
borrowings at fair) has once again exceeded that of the market
and the peer group, helped by operational progress and the
strong performance of the property portfolio. More importantly,
the Company has also delivered strong absolute and relative
performance over longer periods – and NAV total returns remain
at the top of our Global Equity Income peer group over the past
five years. These healthy returns, together with continued issuance,
are reflected in the growth in the Company’s total assets, which
exceeded £1billion by the end of the year.
Dividend and Inflation
A final dividend of 3.375p is recommended which will take the full
year dividend to 12.675p per share, 5.6% higher than the 2020
dividend of 12.00p.
The strong growth in SAINTS’ revenues over the past year means
that the Board has been able to grow the dividend faster than inflation
compared to the annual rate of inflation of 5.4% (as measured by
CPI), and that the dividend is fully covered by current year earnings.
Over the last ten years the Company’s dividends have increased
well above the rate of inflation.
The Board aims to grow the dividend ahead of inflation over the
long term, and ideally also over shorter periods such as calendar
years. This is the forty-eighth year in a row that we have increased
the dividend and our aim will be to do that again in the year ahead
and beyond. We would emphasise, however, that we do not
necessarily expect to exceed or match the level of the previous
quarter’s dividend in each successive quarter. It is quite possible,
therefore, that not all dividends next year will match or exceed this
year’s final dividend.
Revenues
Earnings per share have risen to 12.79p over the year, an increase
of 12.1%, and investment income has risen to £28m. Income from
equities has been helped by operational progress at many of
the Company’s investments and by increases in their dividends.
The sale of a property led to a reduction in rental income, whilst
additional investments have been made in other income producing
assets such as infrastructure equity investments.
Both managers (Baillie Gifford and, for the Company’s property
investments, OLIM) continue to focus on supporting the dependability
and the future growth of the Company’s dividend in line with its
objective.
Total Return Performance
Over the year your investment in SAINTS delivered a share price
total return of 19.5% and the net asset value total return (capital
and income with borrowings at fair) was 21.5%. The Net Asset
Value return once again exceeded that from global equities which
rose 20.0% over 2021, and the unweighted average Net Asset
Value return of SAINTS’ peer group in the Global Equity Income
sector which was 18.6%.
As always, we would caution against reading too much into short-term
relative performance. The Managers and your Board have a long-term
perspective and the Company’s portfolio of investments differs
markedly from the make-up of the global equity index against which
performance is often compared. This differentiated portfolio is
necessary and appropriate in order for SAINTS to deliver a high
and growing income stream, as well as growth in the Company’s
assets. Nonetheless, it is worth highlighting that the Company’s
equity portfolio outperformed the global equity market, which is
notable in a year of recovery when many economically sensitive
but less reliable assets which the Company chooses not to own
were strong performers. SAINTS’ returns from equities were helped
by the generally encouraging operational performance delivered
by the individual companies in which the portfolio is invested.
In addition, the Company’s property investments delivered a very
strong return of over 25% for the year, some 9% ahead of the
MSCI UK Quarterly Property Index. Performance was helped by
the property manager’s emphasis on strength of covenant. It was
also supported by growth in demand for the longer length, inflation
The Scottish American Investment Company P.L.C. 03
Strategic Report
protected and quality assets on which SAINTS’ portfolio has been
concentrated, and by the sale of a significant asset at well above
the most recent valuation.
The principal contributors to and detractors from performance and
the changes to the equity, property and bond investments are
explained in more detail in the Managers’ Review.
Borrowings and Debt Refinancing
At the start of 2021 SAINTS’ borrowings took the form of a single
£80m debenture. These arrangements dated from a time when the
prevailing interest rates were much higher than today, and those
borrowings bear a coupon of 8%. During the year, a further £15m
of borrowings were added. Over 2021, SAINTS’ borrowings were
used to fund a range of higher yielding commercial property and, to a
lesser extent, some fixed income and infrastructure equity investments.
The book value of the total borrowings is £95.2m which, at the
year end, was equivalent to approximately 10.2% of shareholders’
funds. The estimated market or fair value of the borrowings was
£97.4m, an increase from the previous year’s value of £86.9m due
to the additional borrowings. However, the book value of the original
£80m debenture fell from £81.1m to £80.2m over the period.
The existing debenture will mature in April 2022, and the market
value of the Company’s original borrowings will fall modestly over
the first part of the year as the redemption date approaches. This will
enhance returns. Thereafter, as previously announced, the Company
has agreed to issue £80m of long-term private placement debt to
refinance our long-term borrowings. At this time, the overall cost
of the Company’s borrowings, including the additional £15m raised
last year, will fall just below 3% per annum.
Environmental, Social and Governance (ESG)
The Board of SAINTS recognises the importance of considering
Environmental, Social and Governance (ESG) factors when making
investments, and in acting as a responsible steward of capital. We
consider that Board oversight of such matters is an important part
of our responsibility to shareholders, and the Board has adopted an
ESG Policy which is available to view on the Company’s website
(saints-it.com).
The Board has been strongly supportive of the Managers’ constructive
engagement with the companies you own over the course of the
pandemic, and in their engagement with holdings and potential
holdings in relation to other areas including climate change. I would
encourage shareholders to read SAINTS’ annual Stewardship
Report which can also be accessed on the Company’s website
(saints-it.com). There is also further detail in the Managers’ Review.
Issuance and Fees
Over the year the Company has raised over £63m from new share
issuance, at a premium to net asset value prevailing from time to
time, in order to satisfy investor demand. Issuance serves the
interests of existing shareholders by enhancing net asset value,
reducing costs per share and helping further to improve liquidity.
Last year the Board and Baillie Gifford agreed a reduction in the fees
the Company pays to Baillie Gifford on relevant assets above £500m.
As the Company’s assets have grown significantly it is already
benefitting from this change to a considerable extent, and further
issuance is enhancing the benefit from the new fee arrangements.
The Board
As planned, Eric Hagman stepped down from the Board at the
conclusion of last year’s AGM. We once again thank him for his
many years of invaluable service, both as a Director and as Chair
of the Audit Committee.
As previously announced, I will be stepping down as Chairman of
SAINTS, and from the Board, at the conclusion of the Company’s
AGM in April and the Board have chosen Lord Macpherson of
Earl’s Court, GCB to take over as Chairman. Lord Macpherson
joined the Board in 2016 and was appointed Senior Independent
Director in 2019. Lord Macpherson was Permanent Secretary to
the Treasury from 2005 to 2016. I am pleased to say that Bronwyn
Curtis OBE has agreed to take over Lord Macpherson’s current
role as Senior Independent Director.
It has been my privilege to serve the Company and its shareholders
and I wish you all the very best for the future.
Outlook
In the world of investment, it is always important to distinguish
between the short-term prospects for economies and share prices,
and the long-term prospects for companies. This is especially the
case now, at a time when economic revival has been helping to
float almost all boats, but when we are also in an age of change:
an age where the world faces considerable challenges, such as
inflation and climate change, where supportive monetary policy is
likely to be withdrawn, where exchange rates may well fluctuate
and where the tectonic plates of geopolitics are shifting, but an
age where opportunities abound.
As a Board, we remain of the view that a long-term approach
based on investing globally for sustainable growth is the best
route to achieving SAINTS’ aim of growing the dividend ahead
of inflation over time. We have great confidence in the managers’
approach, and this confidence has been further strengthened by
the experiences of the past year.
AGM
The AGM will be held at 12.30pm on Tuesday 5 April 2022 at
Baillie Gifford’s offices at Calton Square, 1 Greenside Row,
Edinburgh. Our current expectation is that a physical meeting will
be possible: the meeting will be followed by a presentation from
the managers and all shareholders are invited to attend. Should
regulations relating to the Covid-19 pandemic change the intention
to hold a physical meeting will be reviewed and, if necessary, an
announcement will be made on the Company’s website.
I would remind shareholders that they are able to submit proxy
voting forms before the applicable deadline and also to direct any
questions or comments for the Board in advance of the meeting
through the Company’s Managers, either by emailing
trustenquiries@bailliegifford.com or calling 0800 917 2112
(Baillie Gifford may record your call).
Finally, my fellow Directors and I send you all our very best wishes
for your health and happiness in the year ahead.
Peter Moon
Chairman
10 February 2022
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Source: Refinitiv/Morningstar/Baillie Gifford and relevant underlying index providers. See disclaimer on page 69.
Past performance is not a guide to future performance.
04 Annual Report 2021
31 December
2021
31 December
2020 % change
Total assets (before deduction of borrowings)
*
£1,025.3m £812.3m
Borrowings (book value) £95.2m £81.1m
Shareholders’ funds £930.2m £731.2m
Net asset value per ordinary share (borrowings at fair value)
528.4p 446.1p 18.4
Net asset value per ordinary share (borrowings at book value) 529.7p 449.7p 17.8
Share price 541.0p 464.0p 16.6
Benchmark
#
17.7
Premium (borrowings at fair value)
2.4% 4.0%
Premium
(borrowings at book value) 2.1% 3.2%
Revenue earnings per ordinary share 12.79p 11.41p 12.1
Dividends paid and payable in respect of the year 12.675p 12.00p 5.6
Ongoing charges
0.62% 0.70%
Active share
89% 90%
Year to 31 December 2021 2020
Total returns (%)
†‡
Net asset value (borrowings at fair value) 21.5 14.5
Net asset value (borrowings at book value) 20.8 13.7
Share price 19.5 12.0
Benchmark
#
20.0 13.0
Year to 31 December 2021 2021 2020 2020
Year’s high and low High Low High Low
Net asset value (borrowings at fair value)
531.7p 427.6p 451.2p 321.1p
Net asset value (borrowings at book value) 532.7p 430.7p 454.8p 326.0p
Share price 541.0p 435.0p 473.0p 272.0p
Premium/(discount) – borrowings at fair value
5.4% (0.2%) 10.4% (17.9%)
Premium/(discount)
– borrowings at book value 4.8% (0.5%) 8.9% (19.2%)
31 December
2021
31 December
2020
Net return per ordinary share
Revenue 12.79p 11.41p
Capital 79.20p 44.04p
Total 91.99p 55.45p
* For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
#
The Company’s benchmark is the FTSE All-World Index (in sterling terms).
Source: Refinitiv/Baillie Gifford and relevant underlying data providers. See disclaimer on page 69.
Strategic Report
The following information illustrates how SAINTS has performed over the year to
31 December 2021.
Past performance is not a guide to future performance.
One Year Summary
*
The Scottish American Investment Company P.L.C. 05
Past performance is not a guide to future performance.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
.
SAINTS dividend (pence)
2017
Years to 31 December
2018 2019
2020
2021
2.2
3.4
2.6
2.8
2.4
3.0
3.2
Five Year Quarterly Dividends Paid (pence)
* The Company’s benchmark is the FTSE All-World Index (in sterling terms).
See disclaimer on page 69.
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Strategic Report
The following charts provide a comparison of SAINTS’ dividends to inflation, dividend
growth and performance relative to the benchmark index over the five year period to
31 December 2021.
Five Year Summary
Five Year Total Return
Performance
(figures rebased to 100 at 31 December 2016)
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
.
NAV total return (fair value)
Share price total return
Benchmark
*
total return
Cumulative to 31 December
2016
2018 2019
2020
2021
2017
80
160
180
220
140
120
100
200
Cumulative to 31 December
Source: Refinitiv and relevant underlying index providers
.
SAINTS dividend
CPI
2016
2018 2019
2020
2021
2017
100
110
105
120
115
Dividend versus Inflation
(figures rebased to 100 at 31 December 2016)
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
.
SAINTS premium/(discount) – fair value
SAINTS premium/(discount) – book value
The premium/(discount) is the difference between SAINTS’ quoted share price and
its underlying net asset value.
2016
Years to 31 December
2018 2019
2020
2021
2017
(5%)
5%
10%
0%
Premium/(Discount)
to Net Asset Value
(plotted on a monthly basis)
06 Annual Report 2021
Business Review
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 approvals 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 for the purposes
of the UK Alternative Investment Fund Managers Regulations.
Objective and Policy
SAINTS’ objective is to deliver real dividend growth by increasing
capital and growing income.
SAINTS’ policy is to invest mainly in equity markets, but other
investments may be held from time to time including bonds,
property and other asset classes.
The Board believes that a flexible approach to investment is
important. As market valuations across and within different asset
classes vary over time, the ability to adjust asset allocation and
portfolio positioning in response to these variations is important.
There are no pre-defined maximum or minimum exposure levels
for asset classes, sectors or regions.
The Board also believes that a medium to long term approach is
likely to lead to the best investment returns. SAINTS’ performance
in any one year is likely to differ from that of its benchmark index,
sometimes by a significant amount. Financial markets are
volatile, particularly over short time periods, but the Manager is
encouraged to view such volatility as giving rise to investment
opportunities rather than as a risk to be avoided.
In order to achieve real growth in the dividend, the income
generated from SAINTS’ assets needs to grow over the medium
to longer term at a faster rate than inflation. Consequently, the
focus of the portfolio is on listed equities. Investments are
regularly considered and made in a broad range of other asset
types and markets. Derivative and structured instruments may
also be used with prior Board approval, either to hedge an
existing investment or a currency exposure or to exploit an
investment opportunity.
The equity portfolio consists of shares listed both in the UK and
in overseas markets. The portfolio is diversified across a range
of holdings with little regard paid to the weighting of individual
companies in the benchmark index. The number of individual
companies will vary over time and the portfolio is managed on
a global basis rather than as a series of regional sub-portfolios.
Investments are made in markets other than listed equity markets
when prospective returns appear to be superior to those from
equity markets or are considered likely to exceed SAINTS’
borrowing costs. The list of these other investments will vary from
time to time as opportunities are identified but include investment
grade bonds, high yield bonds, property, forestry, private equity
and other asset types.
As an investment trust, SAINTS is able to borrow money and
does so when the Board and Managers have sufficient conviction
that the assets funded by borrowed monies will generate a return
in excess of the cost of borrowing. Whenever long term
borrowings cannot be fully invested in such manner, the borrowed
funds are used to purchase a diversified portfolio of similar
maturity bonds to the borrowings. This has the effect of hedging
out much of the interest rate risk and removing the mismatch
between borrowing costs and associated investment returns.
Gearing levels are discussed by the Board and Managers at every
Board meeting and monitored between meetings. The Board will
not take out additional borrowings if this takes the level of
effective gearing beyond 130%.
The starting position for investment of shareholders’ funds is
100% exposure to equity markets. The allocation to equity
markets at any point in time will reflect the Board’s and Managers’
views on prospective returns from equities and the full range of
alternative investment opportunities but, in broad terms, SAINTS
will gear up through the use of borrowings if equity markets look
undervalued and will hold cash or invest in non-equity assets
when equity markets look overvalued.
The exposure to listed equities is set within a range of 75% to
125% of shareholders’ funds in normal circumstances. The
number of individual equities held will vary over time but, in order
to diversify risk, will typically be in a range between 50 and 100.
The Board monitors the aggregate exposure to any one entity
across the whole investment portfolio. The maximum exposure
at time of investment to any one entity is 15% of total assets.
The Board is notified in advance of any transaction that would
take an individual equity holding above 5% of shareholders’
funds. SAINTS does from time to time invest in other UK listed
investment companies. The maximum permitted investment in
such companies is 15% of gross assets.
An overview by the Manager is given on pages 13 to 17 and a
detailed analysis of the Company’s investment portfolio held at
the year end is set out on pages 18 to 22.
Board Oversight
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie
Gifford & Co, has been appointed by the Company as its
Alternative Investment Fund Manager (AIFM). The investment
management function has been delegated to Baillie Gifford & Co
and the management of the property portfolio to OLIM Property
Limited. When assessing the performance of the Company and
the Managers, the Board looks at dividend growth, share price
and at net asset value total returns relative to inflation and the
benchmark total return. The Board believes it is appropriate to
make this assessment over a medium to long term timeframe,
a minimum of five years, in accordance with the medium to
long term approach taken to investment.
Strategic Report
The Scottish American Investment Company P.L.C. 07
The Board monitors closely the activities of the Managers, the
composition of the investment portfolio and the level of gearing.
The Board sets a number of guidelines and places limits and
restrictions on the Managers in order to minimise the risk of
permanent loss of capital. Within these constraints, the Board
encourages the Managers to maximise long term capital and
income growth rather than minimise short term volatility in the
capital value of the investment portfolio. The main source of both
long term return and short term volatility in SAINTS’ portfolio is
likely to be the investments in listed equities.
The Board also monitors SAINTS’ revenue position and receives
regular estimates from the Managers of likely income growth.
The level of dividend in any one year is set after assessing the
income generated by the portfolio in that year, the level of revenue
reserves and long term trends in income.
Discount/Premium
The Company annually seeks shareholder authority to buy back
its own shares at a discount to net asset value and to hold such
shares in treasury as well as to issue new shares and sell treasury
shares at a premium to net asset value.
The Company can issue shares at such times as the premium
indicates that demand is not being met by natural liquidity in the
market.
Buy-back powers have been used in the past in circumstances
when large lines of stock cannot be absorbed by the market.
The discount or premium, in absolute terms and relative to other
similar investment trust companies, and the composition of the
share register are discussed at every Board meeting. While there
is no discount target, the Board is aware that discount volatility is
unwelcome to many shareholders and that share price
performance is the measure used by most investors. The Board
oversees the Managers’ marketing programme which is designed
to stimulate demand for the Company’s shares, provide effective
communication to existing and potential shareholders and
maintain the profile of the Company.
During the year the Company issued 13,005,000 ordinary shares
at a premium to net asset value (2020 – 15,075,000). No shares
were bought back during the year.
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 key performance indicators (KPIs) used to measure the
progress and performance of the Company over time are
established industry measures and are as follows:
— dividend per share;
— earnings per share;
— the movement in net asset value per ordinary share
(after deducting borrowings at fair value) compared
to the benchmark;
— the movement in the share price;
— the premium/discount (after deducting borrowings at fair
value); and
— ongoing charges.
An explanation of these measures can be found in the Glossary of
Terms and Alternative Performance Measures on pages 70 and 71.
The one, five and ten year records of the KPIs are shown on
pages 4, 5 and 23.
In addition to the above, the Board considers peer group
comparative performance.
Principal and Emerging Risks
As explained on pages 31 and 32, there is an ongoing 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 threaten its business model,
future performance, regulatory compliance, solvency or liquidity.
There have been no significant changes to the principal risks
during the year. 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 and
Brexit to be factors which exacerbate existing areas of risk
as categorised and further explained below.
Financial Risk – the Company’s assets consist mainly of listed
securities and its principal and emerging 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 57 to 61. The Board has, in
particular, considered the impact of heightened market volatility
since the Covid-19 pandemic. To mitigate this risk at each Board
meeting the Manager provides an investment policy paper which
includes a detailed explanation of significant stock selection
decisions and the overall rationale for holding the current portfolio.
Consideration is given to portfolio movements and the top and
bottom contributors to performance. The investment approach is
considered in detail at the annual Strategy Meeting. The Board has
considered the potential impact on sterling from the remaining
Brexit related uncertainties. The value of the Company’s
investment portfolio and its income stream would be affected by
any currency movements, but the Board believes the nature and
diversification of the Company’s equity portfolio moderates such
risks.
Investment Strategy Risk – pursuing 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 shares. 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.
Strategic Report
08 Annual Report 2021
Strategic Report
Climate and Governance Risk – as investors place increased
emphasis on Environmental, Social and Governance (ESG) issues,
perceived problems on 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). Environmental factors are also of significant importance
in relation to the property investments as, for example, flood risk
or the use of deleterious materials could reduce the attractiveness
of a property and potentially its valuation and rental income
prospects. Repeated failure by the Investment Manager and
Property Manager to identify ESG weaknesses in investee
companies or property investments, could lead to the Company’s
own shares being less attractive to investors, adversely affecting
its own share price. This is mitigated by the Investment Managers’
strong ESG stewardship and engagement policies, and the Board’s
own ESG policy, which is available to view on the Managers’
website: saints-it.com, both of which have been adopted by the
Company, and which are fully integrated into the investment process
as well as the extensive up-front and ongoing due diligence which
the Investment Manager undertakes on each investee company.
The due diligence conducted by the Investment Manager and
Property Manager includes assessment of the risks inherent in
climate change (see page 33).
Regulatory Risk – failure to comply with applicable legal and
regulatory requirements such as the tax rules for investment
companies, the FCA 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.
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 Board 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. The Custodian’s
audited 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.
Operational Risk – failure of Baillie Gifford’s systems or those of
other third party service providers could lead to an inability to
provide accurate reporting 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.
Baillie Gifford has continued to operate on a business as usual
basis throughout the Covid-19 pandemic. Following the relaxation
of Covid-19 restrictions by the Scottish and UK Governments,
Baillie Gifford has begun to see a gradual increase in office attendance.
A hybrid model is now operating, with staff determining the most
appropriate split between working from home and working in the
office. The Board reviews Baillie Gifford’s Report on Internal Controls
and the reports by other key third party providers are reviewed by
Baillie Gifford on behalf of the Board. In the year under review,
the other key third party service providers have not experienced
significant operational difficulties affecting their respective services
to the Company.
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. 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.
Leverage Risk – the Company may borrow money for investment
purposes (sometimes known as ‘gearing’ or ‘leverage’). If the
investments fall in value, any borrowings will magnify the extent
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.
Details of the Company’s current borrowings can be found in notes
11 and 12 on page 55. The majority of the Company’s investments
are in quoted securities that are readily realisable. Further information
on leverage can be found on page 69 and the Glossary of Terms
and Alternative Performance Measures on pages 70 and 71.
Political Riskpolitical developments will be closely monitored and
considered by the Board and Managers. Following the departure
of the UK from the European Union and the 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 which may arise from further
constitutional change. The Board also remains watchful of broader
geopolitical tensions and the associated potential for armed conflict.
The Board considers the nature and diversification of the
Company’s investments provides a good degree of protection
against such political risks.
Emerging Risks – as explained on pages 31 and 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 three areas: from the global reach of the investment
portfolio and its exposure to external and emerging threats such
as cyber risk, coronavirus variants or similar public health threats
and inflation (and governmental policy response to it). This is
mitigated by the Investment Manager’s close links to the investee
companies and their ability to ask questions on contingency
plans. The Investment Manager believes the impact of such
events may be to slow growth rather than to invalidate the
investment rationale.
The Scottish American Investment Company P.L.C. 09
Viability Statement
In accordance with provision 31 of the UK Corporate Governance
Code, the Directors have assessed the prospects of the Company.
The Directors have elected to do this over a period of five years,
which they continue to believe to be appropriate as it reflects the
longer term investment strategy of the Company in terms of both
investment horizon and income growth, and to be a period during
which, in the absence of any adverse change to the regulatory
environment and to the tax treatment afforded to UK investment
trusts, they do not expect there to be any significant change to
the current principal and emerging risks facing SAINTS nor to the
controls in place to effectively mitigate those risks. Moreover, the
Directors do not envisage any change in strategy or any events
which would prevent the Company from operating over a period
of five years.
In considering the viability of the Company, the Directors have
conducted a robust assessment of each of the principal and
emerging risks and uncertainties detailed on pages 7 and 8 and
in particular the impact of market risk where a significant fall in
global equities markets would adversely impact the value of the
investment portfolio. The Directors have also considered the
Company’s income and expenses and dividend policy having
undertaken a review of revenue projections over a five year period
and its liquidity in the context of the majority of its investments
being listed equities which are readily realisable and so capable
of being sold to provide funding if required. Leverage comprising
a fixed term Debenture which has a nominal value of £80m,
redeemable at par on 10 April 2022 and £15m private placement
debt issued in June 2021, repayable in 2036, have also been
considered with specific leverage and liquidity stress testing
conducted during the year, including consideration of the risk
of further market deterioration resulting from the Covid-19
pandemic. The stress testing did not indicate any matters of
concern. Terms have been agreed to replace the Debenture at
maturity on 10 April 2022 with £80m of long-term private
placement debt at a fixed coupon of 3.12%, £40m maturing in
2045 and £40m maturing in 2049. The Company’s primary third
party suppliers including its Managers and Secretaries, Depositary
and Custodian, Registrar, Auditor and Broker are not experiencing
significant operational difficulties affecting their respective services
to the Company. In addition, all of the key operations required by
the Company are outsourced to third party service providers and
it is reasonably considered that alternative providers could be
engaged at relatively short notice. The Board has specifically
considered the UK’s departure from the European Union and can
see no scenario that it believes would affect the going concern
status or viability of the Company.
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
five years.
Strategic Report
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 and having regard to SAINTS being an externally-
managed investment company with no employees, the Board
considers that the Company’s key stakeholders are its existing
and potential new shareholders and debenture stockholders, its
externally-appointed managers (Baillie Gifford and OLIM Property)
and other professional service providers (corporate broker,
registrar, auditors and depositary), lenders and wider society and
the environment.
Great importance is placed by the Board on communication with
shareholders and the Annual General Meeting provides the key
forum for the Board and Managers to present to shareholders on
the performance of SAINTS and on the future plans/prospects for
the Company. It also allows shareholders the opportunity to meet
with the Board and Managers and to raise questions and
concerns. The Chairman is available to meet with shareholders as
appropriate and the Managers meet regularly with shareholders
and their respective representatives, reporting back on views to
the Board. Shareholders may also communicate with the Board
at any time by writing to them at the Company’s registered office
or to the Company’s broker and by emailing the Managers at
trustenquiries@bailliegifford.com. These communication
opportunities help inform the Board when considering how best
to promote the success of the Company for the benefit of all
shareholders over the long term. Shareholders can find further
detail on this in the Managers’ Review on pages 13 to 17.
The Board seeks to engage with its managers and other service
providers in a collaborative and collegiate manner, with open and
respectful discussion and debate being encouraged, whilst also
ensuring that appropriate and regular challenge is brought and
evaluation is conducted. The aim of this approach is to enhance
service levels and strengthen relationships with the Company’s
providers with a view to ensuring the interests of the Company’s
shareholders and stockholders are best served by keeping cost
levels proportionate and competitive, by maintaining the highest
standards of business conduct and by upholding the Company’s
values.
10 Annual Report 2021
Whilst the Company’s operations are limited (with all substantive
operations being conducted by the Company’s third party service
providers), the Board is keenly 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
proper consideration of ESG factors sits naturally with SAINTS’
longstanding aim of providing shareholders with a dependable
source of income, together with growth in income and capital that
exceeds inflation over time. The Board monitors the Managers’
response to the current and anticipated global impact of climate
change on its investment strategy. Further details on the
Managers’ engagement on these matters can be found in its
annual Stewardship Report which is available on the Managers’
website: saints-it.com.
The Board recognises the importance of keeping the interests of
the Company’s shareholders, and of acting fairly between them,
firmly front of mind in its key decision making and the Company
Secretaries are at all times available 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 have required the
Directors to have regard to applicable section 172 factors include:
— the raising of over £63 million from new share issuance,
at a premium to net asset value prevailing from time to time,
in order to satisfy investor demand over the year and which
serves the interests of current shareholders by reducing costs
per share and helping to further improve liquidity; and
— the raising of £15 million of long term, fixed rate, secured loan
notes at an attractive rate of interest to augment existing
borrowings with the intention of enhancing shareholder
returns and income over the long term.
Strategic Report
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. Further information on the Company’s approach to
environmental, social and governance (ESG) matters are provided
on page 33.
Gender Representation
As at 31 December 2021, and the date of this report, the Board
comprises five Directors, two male and three 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.
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.
Future Developments of the Company
The outlook for the Company for the next 12 months is set out in
the Chairman’s Statement on pages 2 and 3 and the Managers’
Review on pages 13 to 17.
The Scottish American Investment Company P.L.C. 11
SAINTS’ aim is to provide its shareholders with a dependable
source of income, together with growth in income and capital that
exceeds inflation over time. To achieve these goals, our strategy is
to allocate the majority of the Company’s assets to a portfolio of
carefully selected global equities. History tells us that equities offer
investors the best opportunity to enjoy inflation-beating growth in
income and capital over the long term.
Within the equity portfolio, we focus solely on companies whose
income and growth potential is aligned with SAINTS’ goals. Our
starting point for any equity investment is a company’s long-term
potential for earnings and cash flow growth above inflation.
We believe share prices and dividends over the long term follow
company earnings and cash flows. By investing only in companies
whose earnings and cash flows are likely to grow ahead of inflation,
we expect the shares held in the equity portfolio to deliver the
growth in income and capital that we seek for SAINTS’ shareholders.
Besides the potential for profit growth, we seek dividend
dependability at any company in which we invest. By ‘dependability’
we mean the resilience of a company’s dividend through business
and economic cycles. We focus on companies whose dividends
are likely to prove dependable over long periods of time,
regardless of the prevailing market conditions or economic cycle.
These resilient dividends help underpin the dependability of
SAINTS’ own distributions to shareholders.
Companies with the prospect of both dependable dividends and
attractive profit growth are not common. However, we make full use
of the global equity universe available to the Company, which consists
of several thousand stocks. This allows us to construct a diversified
portfolio of investments which meet our requirements. Typically the
portfolio consists of around 50–80 companies. We believe this
range strikes the right balance between diversification and focus.
Our portfolio is very different from conventional equity market
indices. The income stream from such indices is often dominated
by the dividends from a small number of companies, often in
cyclical and capital-intensive industries. The result is that as a
source of income they are unreliable. Our approach is consciously
different, to ensure stability of the income we generate for the
Company’s shareholders.
We are also only interested in truly sustainable income streams,
which ultimately come from companies that are managed in a
responsible way. Our approach therefore gives careful
consideration to environmental, social and governance factors;
and we seek to engage constructively with the companies in
which we invest in order to help promote their continued long-
term success. Shareholders can read more about our efforts here
in our Annual Stewardship Report, available on the Company’s
website saints-it.com.
To identify the businesses we are looking for, we employ a
disciplined research process that focuses on the dependability of
a company’s dividend and the growth potential of its earnings and
cash flow. The opportunities for growth vary widely, but they can
be broadly described as falling into one of four categories
described on page 12. We have also used this categorisation to
illustrate the portfolio, as at 31 December 2021.
Each block in the illustration represents an individual holding,
and the height of each block indicates the size of the holding in
the equity portfolio. The colour of each block represents the type
of growth by which we categorise the company. The column in
which a block appears indicates the stock’s dividend yield,
shown across the horizontal axis.
Borrowed Funds
Although the equity portfolio accounts for the majority of the
Company’s investments, we also invest in portfolios of property,
infrastructure equities and bonds. As an investment company,
SAINTS benefits from the ability to use borrowings, up to a
prudent amount. By investing these borrowings in the property
and bond portfolios, we enhance the Company’s ability to meet
its investment objective.
SAINTS’ borrowings currently take the form of a long-term
debenture and long-term secured privately placed notes.
The borrowed money is invested with the intention of beating
the cost of these borrowings. Our asset allocation decisions
aim to strike a balance between income contribution, income
dependability and growth at the whole portfolio level.
A directly-held portfolio of UK commercial property, managed by
OLIM Property Limited, has been a favoured investment for the
borrowed funds for many years. The allocation to this property
portfolio has varied over time, but the continuing attraction is OLIM
Property Limited’s focus on strong covenants and lease terms that
typically include fixed or inflation-linked rent increases. Properties
are selected for the portfolio on the basis of their income dependability
and growth characteristics, much as in the equity portfolio.
Our fixed income investments are more tactical in nature, given
the fixed nature of their income stream which does not support
SAINTS’ primary objective of dividend growth over time.
Investments are made when the total return potential and the
absolute level of income is significant. The bond portfolio is global,
giving us the same large number of opportunities to select from,
just as we do in the equity portfolio.
Investment Approach
Strategic Report
Summary
Aim: To provide shareholders with a dependable source of
income, together with growth in income and capital that
exceeds inflation over time.
— This aim is underpinned for the long-term by investment
in a portfolio of equities selected for their real income and
capital growth potential.
— Equity investments are complemented through the
opportunistic investment of borrowed funds:
A high-yielding directly-held UK property portfolio
offering a dependable and growing rental income
stream;
Tactical investments in fixed income instruments.
— A robust dividend in even the most challenging of
investment environments:
Underlying investments are selected for dependability
of income alongside growth;
The board and management team are committed to
delivering real dividend growth sustainably into the
future;
Significant revenue reserves to support the smooth
progression of dividends.
— Outcome: an investment for the long term which can
generate a dependable income stream, with significant
growth potential in both capital and income.
12 Annual Report 2021
Compounding Machines Capital DecisionsProfitability Transformation
Exceptional Revenue Opportunity
11.8%
Albemarle
Amadeus IT Group
Apple
Dolby Laboratories
Fevertree Drinks
Microsoft
NetEase
0 –1%
2.0%
TCI
United Overseas Bank
45%
3.1%
Admiral
Rio Tinto
>6%
Current Year Forecast Dividend Yield
Figure 1: Graphical representation of SAINTS’ equity portfolio holdings as at 31 December 2021, ordered by dividend yield and colour coded by the categorisation
of what will drive growth in free cash flow available for dividends. This excludes holdings in infrastructure equities (Assura, BBGI Global Infrastructure, Terna, Greencoat
UK Wind and Jiangsu Expressway) which are considered to be a separate asset class, alongside the company’s direct property and fixed income holdings.
Source: IBES, Bloomberg, Baillie Gifford. Holding sizes and forecast yields are as at 31 December 2021. Yields are based on market consensus and Baillie Gifford estimates of ordinary
dividends, on a 12 month forward basis, gross of withholding taxes. Excludes cash, weights have been rebalanced to 100%. Totals may not sum due to rounding. See disclaimer on page 69.
3.8%
Glaxosmithkline
Hargreaves Lansdown
Hiscox
Want Want
34%
Time
Time Time
Free Cash Flow Growth Expectations
Free cash
Time
Characteristics
Strategic development
Change in capital requirements
Shift of cash allocation
priorities
Expected Outcome
Consistent above-average
cash flow and dividend growth
Characteristics
Margins below potential
Catalyst for change identified
Strong management and clear
strategy
Expected Outcome
Exceptional cash flow and
dividend growth
Characteristics
Market leaders
Pricing power
Strong volume growth
Expected Outcome
Exceptional growth in earnings
and cash flow
Drivers of Free Cash Flow Growth
Free Cash Flow Growth Expectations
Free cash
Free Cash Flow Growth Expectations
Free cash
Free Cash Flow Growth Expectations
Free cash
Characteristics
Enduring competitive positions
Strong balance sheets
Proven management
Expected Outcome
Consistent above-average
cash flow and dividend growth
22.6%
Cisco Systems
Coca Cola
Cullen/Frost Bankers
Hong Kong Exchanges
and Clearing
Kuehne + Nagel
Man Wah
Medtronic
Midea Group
National Instruments
Pepsico
Roche
T. Rowe Price
USS
Valmet
Watsco
23%
3.4%
AVI
B3 S.A.
Kimberly-Clark de México
Línea Directa Aseguradora
56%
Portfolio
%
Weighted
Average Yield
%
Compounding
Machines
74.0 1.1
Exceptional
Revenue
Opportunity
19.4 1.6
Profitability
Transformation
2.6 2.1
Capital
Decisions
4.0 5.9
What will drive growth in free
cash flow available for dividends?
% of Portfolio
0–1% of Holding
1–2% of Holding
2–3% of Holding
3%+ of Holding
Box height represents
stock portfolio weight.
Strategic Report
53.5%
Analog Devices
Anta Sports
Arthur J Gallagher
Atlas Copco
Carsales.com
CH Robinson
Deutsche Boerse
Edenred
Experian
Fastenal
Kering
McDonald’s
Nestlé
Novo Nordisk
Partners Group
Pernod Ricard
Procter & Gamble
SAP
Schneider Electric
Silicon Motion Technology
Sonic Healthcare
Starbucks
TSMC
United Parcel Service
Wolters Kluwer
1–2%
The Scottish American Investment Company P.L.C. 13
Managers’ Review
Strategic Report
This year’s review has two parts. The first part reviews the
Company’s progress during the course of 2021, and some
of the changes to the portfolio over the course of the year.
The second looks forward, and outlines some of the questions
that we are debating as we head into 2022 – and to make them
memorable we’ll call them Ambition, Borrowings, and Climate.
Progress during 2021
Last year in this review we discussed the importance of
adaptability in the companies that we invest in on SAINTS’
behalf. That adaptability has been on display again during this
year: overall the results were strong, but that hides a huge
amount of work by the management teams we invest alongside,
navigating an unpredictable and volatile operating environment.
Over the year the Company’s NAV per share (borrowings at fair value)
rose by 21.5% on a total return basis, which was driven by healthy
returns from both the equity and property portfolios. The income
stream also saw strong growth, with earnings per share growing
by around 12%, to 12.79p. When we have been considering the
operational performance of our holdings this year, we have tended
to compare them to the pre-pandemic results, to get a better
sense of whether one year’s success is showing us a rebound,
or a business that is emerging from the crisis in stronger shape
than it entered it. SAINTS’ earnings per share in 2021 were
around 8% higher than the 11.87p earned in 2019.
Equity portfolio
The equity portfolio continues to dominate these results, given
that it represented on average 94.1% of the Company’s net asset
value. Over the course of the year our equity portfolio delivered
21.0%, which was slightly ahead of global equity markets (20.0%).
The global economic recovery was in full swing throughout the
year, leading to growing bottle-necks in supply chains as
companies struggled to respond to a recovery in consumer
demand. Stock markets in the US and Europe performed more
strongly than those in Asia and Emerging Markets over the course
of the year, which partly reflects the recovery in economic confidence
in the West, and partly the struggles that some developing countries
have had with managing successive waves of the pandemic.
However, our performance continued to be driven by the
idiosyncratic opportunities at our companies, whether that is
insulin maker Novo Nordisk’s success in developing novel
treatments for obesity, or Silicon Motion’s success in taking share
in the controllers for flash memory storage in the semiconductor
industry. In other words, it’s been the success of individual
companies’ management teams in executing on their opportunities
rather than clever top-down calls that have delivered solid returns
over the year – which tends to be how we like it.
Dividend growth from the equity portfolio across the year was
robust, with dividend income growing by 6.5% per share.
The majority of our holdings posted healthy dividend growth, as
they gained confidence in the robustness of their businesses.
In addition, readers may remember that a handful of our holdings
reduced dividends in 2020, and most of these rebounded in 2021.
On top of these factors, holdings such as Rio Tinto, T. Rowe Price
and Admiral delivered not just strong dividend growth but paid
large special dividends. Set against that, the strength of sterling
against currencies like the US dollar and euro was a headwind to
income growth.
There is, though, another factor which affected our dividend
growth, which is less visible from the outside. Our strong belief is
that income investors will get the best results if they focus on
long-term income, not short-term yield. By this, we mean that we
would rather invest in a company where we have real confidence
that the dividend will be resilient and the growth strong over five
or ten years, than take a chance with a company with a high
near-term yield, but where we believe there are serious doubts
over either the growth or the sustainability of that income stream.
Some people call our approach ‘quality’, but we tend to think of it
more as another dimension of being ‘long-term’.
In practical terms, that means we are constantly challenging our
investments, and asking ourselves whether the growth is good
enough to justify a place in the portfolio. Where there are names
in the portfolio where the attraction leans too much on ‘income
today’, and not enough on what that income might be over the
next 5 or 10 years, we try to be disciplined about them. Selling a
potential income trap, and investing the proceeds in a great
growing franchise which pays dividends as it grows, may lead to
a slight reduction in this year’s income. But in our experience it
has usually been the right thing to do in the long-term, both for
the capital growth it enables, and the future income performance
of the fund. And it is almost always better for your wealth than the
reverse of this process, selling good businesses in order to buy
some near-term income from a business whose long-term
prospects are poor. This is one reason why in the portfolio
diagram on page 12, readers will see comparatively few names
on the right-hand side of the income distribution today. Bringing
this to life, towards the end of the year we made an investment in
Starbucks, the global coffee chain, and sold British American
Tobacco (‘BAT’). It is clear to us that the long-term volume growth
prospects of Starbucks are likely to be far stronger – the store
base could easily grow at mid single digits for a decade, and
there is ample room to improve the throughput of their stores
(especially developing more ‘drive-thru’ locations). The company
has strong values, terrific brand equity, and a record of robust
pricing. It is run by people who are thoughtful about its long-term
success. It currently pays a dividend yield slightly below 2%, but
we are confident that this will grow strongly over the coming
decade. BAT’s growth, meanwhile, looks to us increasingly
challenged, and we suspect that they will struggle to grow an
already high dividend.
We took holdings in five new companies during the year, including
Starbucks. As in recent years, the opportunities were eclectic,
and spanned the globe. A common thread is that we are investing
in companies we think are likely to be the market leader, and
alongside management teams that we rate very highly, and where
we expect dividends in five or ten years time to be substantially
14 Annual Report 2021
Strategic Report
higher than today. In some cases this is because we expect the
markets they serve to grow quickly. For instance, Taiwanese
company TCI Bio is a leader in nutritional ingredients, that go into
nutritional drinks and skincare products. Unlike their peers, they
have invested heavily in research, and the ability to manufacture
at scale – and we hope they will replicate their strong position in
China in other large markets.
That ambition is echoed in Midea Group, the first Shanghai-listed
company SAINTS has invested in. They have grown into one of
the largest air conditioning and home appliance manufacturers in
China, with a distinctive direct distribution model. Our Shanghai-
based research team view them as one of China’s best-managed
companies. Midea have plans to grow their operations overseas,
but also apply their skills to industries like robotics and elevators
– ambition in action. We expect to find other such opportunities
over the coming years. Closer to home, Línea Directa is the leading
direct motor insurer in Spain, and enjoys the same large cost
advantage over its traditional competitors that Admiral has had in
the UK. Like Admiral, we expect them to steadily take share of its
market, expand into different types of insurance such as home
and health. They have a tremendously cash generative business
model which should support dividend growth. Finally, Valmet sells
capital equipment and services to the pulp and paper industry.
Pulp and paper companies are rarely good businesses, partly
because they have to invest enormous amounts in equipment.
As Warren Buffett famously found with the textile industry, the
benefits of those investments have tended to accrue to their
customers, and their suppliers (like Valmet). We think that growth
for Valmet will be especially strong over the coming decade,
as mill owners are forced to invest to mitigate their impact on the
climate and environment more broadly.
We funded these through sales of China Mobile and Sumitomo
Mitsui Trust Holdings, as well as BAT. In each case, we had lower
conviction in their being a good fit with our aim of delivering a
resilient, growing income stream over the long-term – both because
of the capital intensity of the business, and the ambitions of the
management team. We also sold our small holding in the Aberforth
Split Level Income Trust, a fund which invests in smaller UK
dividend-paying companies.
Other income-generating assets
As explained in the Investment Approach, alongside the equity
portfolio we invest in other income-generating assets, with an aim
of delivering a spread above our long-term cost of borrowing.
We also expect these holdings to support the resilience of
SAINTS’ earnings, because their distributions typically have a
relatively low correlation with our equity dividends. During the year
we established a small infrastructure equities portfolio as part of
this. Our aim here is to find companies which we believe will
deliver income and capital growth modestly ahead of inflation.
Besides our existing holding in Greencoat UK Wind, we took
small holdings in Italian grid operator Terna, Chinese toll-road
operator Jiangsu Expressway, medical practice owner Assura,
and infrastructure operator BBGI Infrastructure. This allocation
delivered £0.9m of income during the year. The average yield of
these holdings is over 4%, whereas SAINTS’ average cost of
borrowing will this year fall just below 3%.
The property portfolio delivered a 25.7% total return over the year.
Credit for this terrific performance belongs to OLIM Property,
who have managed the portfolio since 1996. OLIM’s investment
strategy remains focused on identifying long-term inflation-linked
leases, backed by good covenants, in less well-trodden parts of
the UK property market. The strong returns delivered by SAINTS’
portfolio in 2021 partly reflects a healthy market for UK
commercial property in 2020, where values rebounded after
a challenging experience in the pandemic: a total return of
16.5% was delivered by the MSCI UK Quarterly Property Index.
However, SAINTS’ returns were significantly boosted by the sale
of the Data Centre in Milton Keynes that was leased to Talk Talk,
which was our largest single investment. The sale price of £23.9m
represents a 45.9% premium to its valuation in December 2020,
which shows how strong the appetite is for data centres today.
This means that this investment has delivered an excellent return
17.3% per annum since purchase in 2017. The sale of this
property meant that rental income for the year was around 10%
lower, at £4.9m, but the underlying income performance of our
properties was robust, with inflation-linked rental increases across
most of our properties. Despite strong capital growth, the sale
also meant the property portfolio ended the year at £74.9m,
around £10m smaller than at the end of 2020, or 8.1% of the
Company’s net assets. In early January 2022, £7.75m of the
Milton Keynes proceeds were used to purchase a Premier Inn
in Holyhead.
Our fixed income portfolio delivered a modest positive return of
0.8% over the year. Income of £2.6m was increased over the prior
year (£1.1m), partly offset by a 5% capital loss. That loss was the
result of growing concerns around inflation, which pushed interest
rate expectations higher over the course of the year, as well as
the strength of sterling compared to the US dollar and other
currencies. The only notable change in our holdings during the
year was the purchase of a small number of emerging market
sovereign bonds. At year end, fixed income represented 5.3% of
net assets, split between corporate bonds, and emerging market
sovereign debt.
The Scottish American Investment Company P.L.C. 15
Strategic Report
Looking forwards
When we read letters from a company’s management team, one
thing we are often trying to understand is: what are the trickiest
questions that a company is grappling with today? This is often
more useful than either vague or falsely precise predictions of the
future. With that in mind, here are three issues that we are actively
debating as we head into 2022, both with each other and with
the Board.
Ambition: delivering faster growth
Over the last year there have been many headlines about inflation.
Consumer demand has rapidly recovered after the pandemic, and
yet many supply chains have been struggling to operate at full
capacity. Some of our logistics holdings, such as freight forwarder
Kuehne + Nagel, have benefited from helping customers navigate
this disruption, with profits expected to double year on year – but
the knock-on impact has been costs going up, for businesses and
consumers. At the same time, a common refrain from companies
we’ve spoken to has been that finding skilled labour is increasingly
a challenge. Wage expectations in many parts of the economy are
rising, as are interest rate expectations.
One school of thought about how to respond to this says: now is
the time to go for stocks on low earnings multiples, because their
share prices will be less affected if stock markets discount earnings
more aggressively. At the end of 2021, such stocks were definitely
in vogue, and the textbooks say there’s a mathematical method
to this.
We don’t tend to believe in shuffling the portfolio to try keeping
time with the macro music. Our experience has been that the
best results come from finding companies that can adapt to
different rhythms, and trust them to do the dancing.
In any case, we aren’t sure that pivoting to stocks just because
of low multiples will serve the long-term income investor well.
When we examined the impact of inflation across our companies
last Spring, it struck us that two things were very important for
protecting and growing earnings. Firstly, genuine pricing power.
Often people conflate pricing power with proxies like ‘having a
known brand’. However, if you talk to any company about how
you pass through higher costs in the real world, then the answer
is more often “we find a way to give more value to the consumer,
and that enables us to charge a bit more for a better product”.
In other words, they innovate. To our mind real pricing power
comes from those companies which are constantly innovating,
and solving new needs for customers. It’s because of this that
Microsoft did not struggle to put through a 10% price increase
this year, and neither did chip-maker TSMC.
The second is the importance of having large volume growth
opportunities. It is much easier for a business to absorb 5% cost
inflation and still grow its earnings if its volumes are growing healthily,
and it is in the process of opening up big new markets. It is much
harder if it is mature, and struggling to find the next customer.
In such businesses, cost pressures are more likely to fall through
to the bottom line and, in time, this will fall through to dividends
too. We see this in our portfolio, too – the companies that have
found inflation most challenging have typically been those that
have been struggling to deliver meaningful volume growth even
in better times (Kimberly-Clark de México being one example).
So we think the better question to ask is not about just the PE
multiple, but about the extent to which the business is in control
of its destiny, and the scale of its growth opportunity – ie is it large
enough that we can be confident of it significantly outpacing
inflation, even if inflation is higher for longer? Indeed, these
factors may well become even more important and valuable if the
world in the next few years experiences a period of persistently
higher inflation.
Of course, the focus on execution and growth isn’t just about
inflation. One reflection we’ve had when looking at our most
successful investments over recent years is that they’ve typically
been businesses which delivered very robust earnings and
dividend growth over a sustained period. In each case the scale
of their opportunity was very large, whether that was in providing
access to private investment markets for Partners Group, or the
growing Chinese sportswear market for Anta Sports.
The best way, then, to ensure that SAINTS delivers really attractive
dividend growth over the next five to ten years is more likely to be
by us, as managers, continuing to challenge ourselves on whether
we have enough real growth coming through from our holdings.
There’s no short-cut for delivering this. It means continuing to be
demanding when deciding which companies we own; reflecting
on lessons we’ve learned about what makes company cultures
succeed and fail; thinking hard about the next industry-wide
changes that will open up opportunities for companies; and,
when it comes to new idea generation, looking at many frogs in
our search for the rare princes.
Borrowings: making the most of the new opportunity
2022 is a water-shed year for SAINTS. The £80m debenture that
was taken out in 1997, with a coupon of 8%, will mature; and we
will draw down on our new long-term borrowings, with a coupon
of 3.12%. When combined with the £15m of additional borrowings
we drew down this year, the Company’s effective interest cost will
more than halve, to a touch under 3.0%.
As we describe in the Investment Approach, the potential benefit
of SAINTS having some long-term borrowing is that there is an
opportunity for us to invest in assets that deliver additional income
for shareholders, with a spread above the cost of borrowing, as
well as the potential for capital growth. Unfortunately, over recent
years the actual benefit of this strategy has been modest, certainly
for income, given the high cost of the Company’s borrowing – and
it has also required SAINTS to invest in some higher yielding assets.
The key one has been the property portfolio, which has delivered
terrific returns under OLIM’s stewardship over the last 25 years,
and handsomely beaten that cost of borrowing.
16 Annual Report 2021
Strategic Report
The good news is that with a lower cost of borrowing, the benefit
to shareholders of having this borrowing in the capital structure
should be greater than it has been in the past, and the opportunity
set of investible assets should be broader. The question that we
and the board have discussed at length over the last two years is:
what are the best assets to hold against this for the long-term?
Our initial conclusions are:
— We and the Board continue to believe that the property
portfolio remains a good fit for SAINTS’ aim of delivering a
resilient income stream that out-paces inflation: 78% of
income is either RPI-linked or subject to fixed increases,
and it has proven to be impressively resilient through periods
of stress.
— We think that some high quality infrastructure assets should
share several of these attractive characteristics. Additionally,
they should have rather less economic sensitivity than either
our equity or property portfolios, which over time should be
helpful in delivering a resilient income stream. This is why we
have started to build a portfolio of these names with the help
of Baillie Gifford’s infrastructure analysts, as detailed above.
This initiative is in its early days, and we would hope to
uncover some additional interesting opportunities here over
the coming years: we have much to learn about the space.
— Fixed income on the other hand doesn’t offer inflation
protection, but what it does offer is contractual certainty,
and a significant degree of diversification from our other
sources of income. Both have value – and again, we benefit
from in-house stock-pickers who we think can help us find a
small number of the best credits for our aims.
The right balance between these three broad buckets is something
we debate, and will no doubt evolve over time, as will the income
streams of income on offer. But we think that careful individual
stock selection within these three very broad asset classes should
help us ensure that the income stream is meaningfully higher than
it would be from a pure equity portfolio – and that the diversification
they offer should also make it more resilient.
Climate – or SAINTS and Sustainability (with apologies to
Jane Austen)
We have said several times that we are investing for the best
long-term income, rather than just next year’s dividend. Hopefully
it strikes most of our readers as common sense that this requires
us to think hard about the sustainability of the sources of both
income and growth in a broader sense. We think it’s rarely the
case that companies that are behaving irresponsibly or harming
society at large will provide genuinely sustainable sources of
income: they tend to get found out. Conversely, we tend to find
companies that share our long-term time horizon are thoughtful
about their impact on society at large, and want that impact to be
broadly beneficial. Hopefully it also seems common sense that
any long-term investor would want to work hard to help their
companies improve their performance, as this would make it
more likely that the growth opportunities got realised.
Sharp-eyed shareholders will have spotted a number of
developments at SAINTS over recent years, that are in tune with
this. The Board formally adopted an ESG policy in 2020, setting
out their expectations of us as managers. We have talked in
previous letters about the framework we have developed for
considering companies’ sustainability, which focuses on the
impact of their products and ambitions, their level of ambition to
further or address this, and how far we can trust them. Our team
has a dedicated analyst focusing solely on Environmental, Social
and Governance issues that might be relevant to our holdings.
Last year we published our second annual Stewardship Report,
setting out how we have been engaging with our holdings on your
behalf, to improve how they manage the sustainability of their
operations. The portfolio has also been steadily evolving.
For example, today we have no investments in fossil fuel
producers, tobacco companies, or armament companies –
because we don’t think these traditional yield stocks offer
sustainable sources of income and growth over the long-term.
As a result, our portfolio looks increasingly different, in many
cases quite dramatically different, from other UK and global equity
income trusts.
This has all been driven by investment considerations. However,
we think that there may be strong grounds for going further down
this path, and being more explicit about our expectations of our
holdings. To take one example that is front of mind at the moment:
climate change, and the need to decarbonise the economy.
This has recently been graphically highlighted by both extreme
weather events, and COP26 in Glasgow. We tend to avoid the
most polluting companies, which is why our portfolio’s carbon
footprint is 76% lower than that of the market (compared to the
MSCI All Countries World (ACWI) Index as we discussed in the
Stewardship Report which was prepared for the year to March
2021). Looking forward, we think it’s increasingly unlikely that by
the end of the decade a company will be permitted to have a
material impact on the climate, without a clear plan to address
this. And we very much doubt that we would view such a
business as a sustainable source of income and growth. Similarly,
we expect that the expectations of SAINTS’ shareholders will also
increase, as will those of our regulators. Our belief is that the best
way to make a real difference is by helping our companies to be
more ambitious, and we are therefore planning to engage with all
our holdings which do have a material impact on the climate over
the coming years to ensure that they are playing a responsible
part in the climate transition, with clear plans that align with a
scenario where global warming is kept to 1.5 degrees (often
referred to as ‘Net Zero’).
The Scottish American Investment Company P.L.C. 17
Strategic Report
Investment Changes
Valuation at
31 December 2020
£’000
Net acquisitions/
(disposals)
£’000
Appreciation/
(depreciation)
£’000
Valuation at
31 December 2021
£’000
United Kingdom Equities 81,590 (908) 5,467 86,149
Overseas Equities 596,279 82,375 124,604 803,258
Total Equities 677,869 81,467 130,071 889,407
Direct Property 84,900 (23,679) 13,679 74,900
Bonds 40,775 10,273 (2,098) 48,950
Total Investments 803,544 68,061 141,652 1,013,257
Net Liquid Assets* 8,726 3,384 (21) 12,089
Total Assets 812,270 71,445 141,631 1,025,346
The figures above for total assets are made up of total net assets before deduction of borrowings.
* This includes deferred expenses.
Conclusion
These three questions are ones that help define SAINTS’ strategy.
As for the tactics: markets ended 2021 and started 2022 with a
jolt, with sharp adjustments in share prices of some of the high
growth companies that have performed so strongly over recent
years. Your portfolio’s focus on resilient companies that pay
dividends as they grow has seen it hold up reasonably well in this
environment. Indeed, we tend to view these periods of adjustment
as a chance to keep upgrading the portfolio’s long-run growth
potential: any time the opportunity set gets shaken up is an
exciting one for a long-term stock picker.
James Dow
Toby Ross
Baillie Gifford & Co
10 February 2022
18 Annual Report 2021
Strategic Report
Performance Attribution for the year to 31 December 2021
Portfolio breakdown
Average allocation
SAINTS
%
Average allocation
benchmark
%
Total return *
SAINTS
%
Total return
benchmark
%
Global Equities 94.1 100.0 21.0 20.0
Bonds 6.0 0.8
Direct Property 9.2 25.7
Deposits 1.3
Borrowings at book value (10.6) 6.5
Portfolio Total Return (borrowings at book value) 21.1 20.0
Other items
(0.3)
Fund Total Return (borrowings at book value) 20.8 20.0
Adjustment for change in fair value of borrowings 0.7
Fund Total Return (borrowings at fair value) 21.5 20.0
Past performance is not a guide to future performance.
Source: Baillie Gifford and relevant underlying index providers. See disclaimer on page 69.
*
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Includes Baillie Gifford and OLIM Property Limited management fees.
Distribution of Portfolio
Geographical as at 31 December 2021 (2020)
Equities by Sector as at 31 December 2021 (2020)
Basic Materials
6.3% (5.9%)
Technology
16.4% (16.4%)
Consumer
Staples
14.5% (15.2%)
Telecommunications
1.3% (1.8%)
Utilities
0.6% (Nil)
Consumer
Discretionary
13.8% (13.7%)
Financials
17.4% (20.5%)
Industrials
17.4% (16.5%)
Real Estate
0.4% (Nil)
Healthcare
11.9% (10.0%)
Direct Property 7.3% (10.5%)
Australasia 4.5%
(3.6%)
South America
1.4% (2.9%)
Asia 14.0%
(15.2%)
UK Bonds 0.8% (1.0%)
Africa and Middle
East 0.6% (0.8%)
Net Liquid Assets 1.2% (1.1%)
Europe (ex UK)
24.4% (22.2%)
North America 33.2% (28.7%)
United Kingdom
8.6% (10.0%)
Overseas Bonds 4.0%
(4.0%)
The Scottish American Investment Company P.L.C. 19
Classification of Investments
Classification
Equities:
UK
%
Overseas
%
2021 Total
%
2020 Total
%
Chemicals 1.9 1.9 1.4
Industrial metals and mining 0.8 2.8 3.6 3.5
Basic Materials 0.8 4.7 5.5 4.9
Leisure goods 1.0 1.0 0.9
Media 3.1 3.1 2.6
Personal goods 2.9 2.9 3.5
Retailers 0.6 0.6 0.8
Household goods and home construction 2.0 2.0 2.3
Travel and leisure 2.4 2.4 1.3
Consumer Discretionary 12.0 12.0 11.4
Beverages 0.8 4.3 5.1 4.7
Food producers 4.3 4.3 3.7
Personal care, drug and grocery stores 3.2 3.2 3.4
Tobacco 0.9
Consumer Staples 0.8 11.8 12.6 12.7
Banks 1.8 1.8 2.5
Closed end investments 0.8 0.8 1.4
Investment banking and brokerage services 0.7 7.3 8.0 9.4
Non-life insurance 2.4 2.1 4.5 3.8
Financials 3.9 11.2 15.1 17.1
Medical equipment and services 0.9 0.9 0.8
Pharmaceuticals and biotechnology 1.1 5.5 6.6 5.2
Healthcare providers 2.8 2.8 2.3
Healthcare 1.1 9.2 10.3 8.3
Industrial engineering 2.7 2.7 1.7
Industrial support services 1.4 1.1 2.5 3.3
Industrial transportation 6.1 6.1 5.6
Electronic and electrical equipment 2.0 2.0 1.7
Construction and materials 1.8 1.8 1.5
Industrials 1.4 13.7 15.1 13.8
Real estate investment trusts 0.3 0.3
Real Estate 0.3 0.3
Software and computer services 4.7 4.7 4.4
Technology hardware and equipment 9.5 9.5 9.3
Technology 14.2 14.2 13.7
Telecommunications equipment 1.1 1.1 0.9
Telecommunications service providers 0.6
Telecommunications 1.1 1.1 1.5
Electricity 0.5 0.5
Utilities 0.5 0.5
Total Equities 8.3 78.4 86.7
Total Equities – 2020 10.0 73.4 83.4
Direct Property 7.3 7.3 10.5
Bonds 0.8 4.0 4.8 5.0
Net Liquid Assets 0.9 0.3 1.2 1.1
Total Assets 17.3 82.7 100.0
Total Assets – 2020 22.4 77.6 100.0
Debt (8.5) (8.5) (10.0)
Equity Shareholders’ Funds 8.8 82.7 91.5
Equity Shareholders’ Funds – 2020 12.4 77.6 90.0
Number of equity investments 10 55 65 60
Strategic Report
20 Annual Report 2021
Strategic Report
Name Business
Value
£’000
% of
total
assets
United Parcel Service Courier services 30,979 3.0
Microsoft Computer software 29,920 2.9
Novo Nordisk Pharmaceutical company 29,525 2.9
Taiwan Semiconductor Manufacturing Semiconductor manufacturer 29,245 2.9
Fastenal Distribution and sales of industrial supplies 29,042 2.8
Sonic Healthcare Laboratory testing 28,207 2.8
Procter & Gamble Household product manufacturer 26,486 2.6
Roche Pharmaceuticals and diagnostics 26,338 2.6
Partners Group Asset management 25,675 2.5
Nestlé Food producer 23,028 2.2
Pepsico Snack and beverage company 21,281 2.1
Schneider Electric Electrical power products 20,534 2.0
Apple Consumer technology 20,322 2.0
Albemarle Producer of speciality and fine chemicals 19,331 1.9
Watsco Distributes air conditioning, heating and refrigeration equipment 18,907 1.8
Atlas Copco Engineering 18,442 1.8
Anta Sports Sportswear manufacturer and retailer 18,410 1.8
Admiral Car insurance 18,295 1.8
Carsales.com Online marketplace for classified car advertisements 17,231 1.7
Deutsche Boerse Securities exchange owner/operator 17,187 1.7
Silicon Motion Technology Semiconductor company 17,151 1.7
Analog Devices Integrated circuits 16,976 1.7
CH Robinson Delivery and logistics 16,302 1.6
Coca Cola Beverage company 15,762 1.5
Wolters Kluwer Information services and solutions provider 14,701 1.4
Experian Credit scoring and marketing services 14,403 1.4
McDonald’s Fast food restaurants 13,980 1.4
Kuehne + Nagel Worldwide freight forwarder 12,670 1.2
National Instruments Electronic test and measurement systems 12,207 1.2
Hong Kong Exchanges and Clearing Securities exchange owner/operator 12,019 1.2
Cisco Systems Data networking equipment 11,599 1.1
Kering Luxury brand conglomerate 11,486 1.1
GlaxoSmithKline Pharmaceuticals, vaccines and consumer healthcare 11,177 1.1
Edenred Voucher programme outsourcer 11,034 1.1
T. Rowe Price Fund manager 10,851 1.1
NetEase Online gaming company 10,755 1.0
Man Wah Sofa designer and manufacturer 10,630 1.0
Midea Group Appliance manufacturer 10,357 1.0
Starbucks Coffee retailer 10,111 1.0
Arthur J Gallagher Insurance broker 10,111 1.0
United Overseas Bank Commercial banking 9,964 1.0
Valmet Manufacturer of pulp and paper machinery 9,634 0.9
Medtronic Medical devices company 8,786 0.9
B3 S.A. Securities exchange owner/operator 8,765 0.8
Greencoat UK Wind UK wind farms 8,661 0.8
Fevertree Drinks Producer of premium mixer drinks 8,334 0.8
Cullen/Frost Bankers Provides banking services throughout the state of Texas 8,332 0.8
Dolby Laboratories Multimedia software 8,257 0.8
Línea Directa Aseguradora Car and home insurance provider 8,131 0.8
Rio Tinto Mining 8,122 0.8
Want Want Snacks and milk-based products 7,890 0.8
Pernod Ricard Global spirits manufacturer 7,715 0.7
Hargreaves Lansdown UK retail savings and investment platform 7,619 0.7
List of Investments at 31 December 2021
The Scottish American Investment Company P.L.C. 21
Name Business
Value
£’000
% of
total
assets
TCI Producer of health-food products 7,139 0.7
AVI Staple foods manufacturer 6,315 0.6
Kimberly-Clark de México Paper-based household products 6,266 0.6
Hiscox Property and casualty insurance 5,946 0.6
USS Second-hand car auctioneer 5,836 0.6
Terna Electricity grid operator 5,485 0.5
SAP Business software developer 5,027 0.5
Amadeus IT Group Technology provider for the travel industry 4,768 0.5
Assura Primary healthcare property group 3,327 0.3
Jiangsu Expressway Tollroad operator 3,153 0.3
BBGI Global Infrastructure PFI/PPP fund 3,003 0.3
Terra Catalyst Fund* Fund of European property funds 265
Total Equities 889,407 86.7
Direct Property
Direct Property See table on page 22. 74,900 7.3
Bonds
Sterling denominated Paymentsense 8% 2025
3,038 0.3
Euro denominated Cogent Communications 4.375% 2024 4,010 0.4
Ivory Coast 6.625% 2048 1,718 0.2
5,728 0.6
US dollar denominated Netflix 5.375% 2029 6,234 0.6
Tesco 6.15% 2037 5,038 0.5
Catalent 5% 2027 3,153 0.3
First Quantum Minerals 7.25% 2023 2,603 0.2
Brazil 7.125% 20/01/2037 1,942 0.2
Dominican Republic 5.875% 30/01/2060 1,932 0.2
Mexico 5.75% 12/10/2110 1,930 0.2
First Quantum Minerals 7.5% 2025 1,815 0.2
24,647 2.4
Brazilian real denominated Brazil CPI Linked 15/05/2045
4,248 0.4
Dominican peso denominated Dominican Republic 8.9% 15/02/2023 1,694 0.2
Dominican Republic 9.75% 05/06/2026 776 0.1
2,470 0.3
Indonesian rupiah denominated Indonesia 9% 15/03/2029 2,412 0.2
Indonesia 7.375% 15/05/2048 2,050 0.2
4,462 0.4
Mexican peso denominated Mexico IL 4% 15/11/2040
2,501 0.2
Peruvian sol denominated Peru 6.15% 12/08/2032
1,856 0.2
Total Bonds 48,950 4.8
Total Investments 1,013,257 98.8
Net Liquid Assets 12,089 1.2
(including deferred expenses)
Total Assets 1,025,346 100.0
(before deduction of borrowings)
*
Delisted.
Strategic Report
22 Annual Report 2021
Location
Type Tenant
2021
Value
£’000
2021
% of
total assets
2020
Value
£’000
Basingstoke Warehouse Sherwin-Williams UK Limited 3,000 0.3 3,000
Biggleswade Warehouse Sherwin-Williams Diversified Brands Limited 7,650 0.7 5,800
Cleethorpes Public House Stonegate Pub Company Limited 750 0.1 700
Crawley Petrol Station and
Convenience Store
Co-operative Group Food Limited 3,800 0.4 3,750
Denbigh Supermarket Aldi Stores Limited 5,750 0.6 5,350
Earley Public House Spirit Pub Company (Managed) Limited 2,800 0.3 2,700
Kenilworth Nursing Home Care UK Community Partnerships Limited 6,200 0.6 6,750
Luton Public House Stonegate Pub Company Limited 2,700 0.3 2,700
Milton Keynes
* Data Centre TalkTalk Communications Limited 16,400
New Romney Holiday Village Park Resorts Limited 19,000 1.8 17,150
Newport Pagnell Car Showroom Pendragon Plc 3,300 0.3 3,000
Otford Public House Spirit Pub Company (Managed) Limited 1,850 0.2 1,800
Pagham Convenience Store Co-operative Group Food Limited 1,350 0.1 1,250
Prestatyn Public House Stonegate Pub Company Limited 1,100 0.1 1,100
Southend-on-Sea Warehouse Booker Limited 11,200 1.1 9,000
Taunton Bowling Alley Mitchells & Butlers Retail (No.2) Limited 4,450 0.4 4,450
74,900 7.3 84,900
* Sold during the year.
The Strategic Report, which includes pages 2 to 23, was approved by the Board on 10 February 2022.
Peter Moon
Chairman
Strategic Report
Property Portfolio
The Scottish American Investment Company P.L.C. 23
Strategic Report
Ten Year Record
*
Revenue Gearing Ratios
Year to
31 December
Gross
revenue
£’000
Available
for ordinary
shareholders
£’000
Earnings per
ordinary
share
p
Dividend
per ordinary
share (net)
p
Ongoing
charges
#
%
Equity
gearing
%
Potential
gearing
%
2011 17,316 12,346 9.32 9.45 0.89 (1) 30
2012 18,556 13,564 10.22 9.80 0.94 (2) 27
2013 18,421 13,541 10.21 10.20 0.90 4 25
2014 18,782 13,940 10.51 10.50 0.90 1 25
2015 18,626 13,913 10.47 10.70 0.93 2 24
2016 18,630 13,939 10.46 10.825 0.87 0 19
2017 20,484 15,213 11.33 11.10 0.80 (6) 17
2018 21,743 16,230 11.75 11.50 0.76 (6) 17
2019 22,950 17,096 11.87 11.875 0.77 (3) 14
2020 23,568 17,519 11.41 12.00 0.70 (7) 11
2021 27,980 21,820 12.79 12.675 0.62 (4) 10
The calculation of earnings per ordinary share is based on the revenue column of the return on ordinary activities after taxation in the Income Statement and the weighted
average number of ordinary shares in issue.
Borrowings at book value less cash, bonds (ex convertibles) and property divided by shareholders’ funds. Alternative performance measure, see Glossary of Terms and
Alternative Performance Measures on pages 70 and 71.
Borrowings at book value divided by shareholders’ funds. Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Cumulative Performance (taking 2011 as 100)
At
31 December
Net asset
value per
share (fair)
#
Net asset
value (fair)
total return
#
Share
price
Share price
total return
#
Benchmark
Benchmark
total return
#
Earnings
per ordinary
share
Dividends
per ordinary
share (net)
Consumer
price
index
2011 100 100 100 100 100 100 100 100 100
2012 107 112 108 113 109 112 110 104 103
2013 120 131 123 134 128 136 110 108 105
2014 119 135 120 136 138 151 113 111 105
2015 121 143 125 148 141 157 112 113 106
2016 151 186 155 191 177 204 112 115 107
2017 173 220 176 224 197 232 122 117 110
2018 164 215 168 220 186 224 126 122 113
2019 195 265 204 275 221 274 127 126 114
2020 217 303 223 308 245 309 122 127 115
2021 257 368 259 368 288 371 137 134 121
Compound annual returns
5 year 11.3% 14.6% 10.8% 14.0% 10.2% 12.8% 4.1% 3.1% 2.5%
10 year 9.9% 13.9% 10.0% 13.9% 11.2% 14.0% 3.2% 3.0% 1.9%
On 1 January 2014, the Company changed its benchmark from 50% FTSE All-Share Index and 50% FTSE All-World ex UK Index to 100% FTSE All-World Index. For the
purposes of the above tables the returns on these benchmarks for their respective periods have been linked to form a single benchmark. Source: Refinitiv/Baillie Gifford and
relevant underlying index providers. See disclaimer on page 69.
* For a definition of terms, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
#
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
Past performance is not a guide to future performance.
Capital
At
31 December
Total
assets
£’000
Debenture
stocks
and loans
£’000
Shareholders’
funds
£’000
Net asset
value per
share (book)
§
p
Net asset
value per
share (fair)
§#
p
Share
price
p
Premium/
(discount)
^
(book)
%
Premium/
(discount)
^
(fair)
#
%
2011 381,166 86,972 294,194 221.7 205.3 208.5 (6.0) 1.6
2012 401,780 86,467 315,313 237.7 220.5 225.5 (5.1) 2.3
2013 428,313 85,931 342,382 258.1 247.0 256.3 (0.7) 3.8
2014 429,167 85,361 343,806 259.1 243.7 249.6 (3.7) 2.4
2015 433,209 84,756 348,453 261.7 247.5 261.5 (0.1) 5.7
2016 515,622 84,112 431,510 323.5 309.2 324.0 0.2 4.8
2017 581,366 83,428 497,938 366.2 355.6 368.0 0.5 3.5
2018 566,154 82,701 483,453 343.0 336.4 351.0 2.3 4.3
2019 682,418 81,930 600,488 407.1 400.9 426.0 4.6 6.3
2020 812,270 81,108 731,162 449.7 446.1 464.0 3.2 4.0
2021 1,025,346 95,161 930,185 529.7 528.4 541.0 2.1 2.4
§
Net asset value per ordinary share has been calculated after deducting borrowings at either book value or fair value. See Glossary of Terms and Alternative Performance
Measures on pages 70 and 71.
^
Premium/(discount) is an Alternative Performance Measure and is the difference between SAINTS’ quoted share price and its underlying net asset value at either book value or fair
value. See Glossary of Terms and Alternative Performance Measures on pages 70
and 71.
24 Annual Report 2021
Governance Report
Members of the Board come from a broad variety of backgrounds. The Board can draw
on an extensive pool of knowledge and experience.
Directors and Management
Directors
Peter Moon joined the Board in 2005 and was appointed
Chairman in 2016. He was chief investment officer of the
Universities Superannuation Scheme Limited fund. He is chairman
of Bell Potter (UK) Limited and is a director of JP Morgan Asia
Growth and Income plc and First Property plc. He is an investment
adviser of Teeside Pension Fund, a former chairman of Arden
Partners plc, a former director of MBNA Europe and a former
member of the National Association of Pension Funds Investment
Committee.
Bronwyn Curtis, OBE joined the Board in 2014. An economist,
she was Head of Global Research and Senior Adviser to the Head
of Global Banking and Markets at HSBC Bank plc. Her previous
positions included Head of European Broadcast at Bloomberg LP,
Chief Economist for Nomura International and Global Head of
Foreign Exchange and Fixed Income Strategy at Deutsche Bank.
She is chairman of JP Morgan Asia Growth and Income plc.
Karyn Lamont, CA joined the Board in 2019 and became
Chairman of the Audit Committee in 2020.
Karyn is a chartered accountant and former audit partner at
PricewaterhouseCoopers. She has over 25 years experience
providing audit and other services to a range of clients across the
UK’s financial services sector, including a number of investment
trusts. Karyn is audit committee chairman of The Scottish Investment
Trust plc, The North American Income Trust plc, The Scottish
Building Society and Iomart Group.
Dame Mariot Leslie joined the Board in 2019. She was a
member of the Diplomatic Service from 1977 until her retirement
in 2014. In the course of her career she represented the UK
overseas in Singapore, Germany, France and Italy, ran the
FCO’s Policy Planning Staff, and was a member of the British
Government’s Joint Intelligence Committee. She was the British
Ambassador to Norway from 2002 to 2006 and the UK’s
Permanent Representative to NATO from 2010 to 2014.
The Scottish American Investment Company P.L.C. 25
Lord Macpherson of Earl’s Court, GCB joined the Board in
2016 and was appointed Senior Independent Director in
2019. He was Permanent Secretary to the Treasury from 2005 to
2016, leading the department through the global economic and
financial crisis. Prior to that, he held a number of senior posts at the
Treasury, including Principal Private Secretary to Ken Clarke and
Gordon Brown. An economist by training, he worked for Peat
Marwick consulting and the CBI before joining the Treasury. Lord
Macpherson is currently chairman of C Hoare and Co, a director
of British Land plc, and is a visiting Professor at King’s College,
London.
All Directors are members of the Nomination Committee and all
Directors with the exception of Mr Moon, are members of the
Audit Committee. Mr Moon stepped down from the Audit
Committee in November 2018.
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 Secretary. Baillie Gifford & Co
Limited has delegated investment management services to Baillie
Gifford & Co. Dealing activity and transaction reporting have been
further sub-delegated to Baillie Gifford Overseas 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 twelve investment trusts. Baillie Gifford
also manage a listed investment company, unit trusts 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 total around £294 billion. Based in Edinburgh,
it is one of the leading privately owned investment management
firms in the UK, with 47 partners and a staff of around 1,500.
SAINTS is managed by James Dow and Toby Ross. They work
closely with the other specialist equity, bond and multi-asset class
investors at Baillie Gifford. The property investments are managed
separately by OLIM Property Limited, a specialist property manager.
Baillie Gifford & Co and Baillie Gifford & Co Limited are both
authorised and regulated by the Financial Conduct Authority.
Governance Report
26 Annual Report 2021
Governance Report
The Directors present their Report together with the Financial
Statements of the Company for the year to 31 December 2021.
Corporate Governance
The Corporate Governance Report is set out on pages 30 to 33
and forms part of this Report.
Manager 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 Secretary. Baillie Gifford &
Co Limited has delegated investment 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 management of the
property portfolio has been delegated to OLIM Property Limited.
The Investment Management Agreement between the AIFM and
the Company 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 Investment
Management Agreement is terminable on not less than six
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 annual management fee is 0.45% of
the first £500 million of total assets and 0.35% of the remaining
total assets, total assets being the value of all assets held
(excluding the property portfolio) less all liabilities, other than any
liability in the form of debt intended for investment purposes,
calculated on a quarterly basis. 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 Property Management Agreement sets out the matters over
which OLIM Property Limited has discretion and those matters
which require Board approval. The Property Management
Agreement is terminable on three months’ notice. The annual
fee is 0.5% of the value of the property portfolio, subject to a
minimum quarterly fee of £6,250.
The Board considers the Company’s investment management
and secretarial arrangements on a continuing basis and a formal
review is conducted annually. The Board considered the following
topics amongst others in its review:
— investment process;
— investment performance;
— dividend growth;
— the quality of the personnel assigned to handle the
Company’s affairs;
— developments at the Managers, including staff turnover;
— the administrative services provided by the Secretaries;
— the property management service provided by OLIM Property
Limited;
— share price and discount; and
— charges and fees.
Directors’ Report
Following the most recent review it is the opinion of the Directors
that the continuing appointment of Baillie Gifford & Co Limited as
AIFM, the delegation of investment management services to
Baillie Gifford & Co, the further sub-delegation of dealing activity
and transaction reporting to Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited and the delegation of the
management of the property portfolio to OLIM Property Limited,
on the terms agreed, is in the interests of the Company and
shareholders as a whole.
Depositary
In accordance with the Alternative Investment Fund Managers
(AIFM) Regulations, the AIFM must appoint a Depositary to the
Company. The Bank of New York Mellon (International) Limited has
been appointed as the Company’s Depositary. 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 custody function is also undertaken by
The Bank of New York Mellon (International) Limited.
Directors
Information about the Directors, including their relevant
experience, can be found on pages 24 and 25.
All Directors will retire at the Annual General Meeting and offer
themselves for re-election, with the exception of Peter Moon who
will stand down at the conclusion of the Annual General Meeting
on 5 April 2022. Following formal performance evaluation,
the Chairman confirms the Directors’ performance continues
to be effective and each remains committed to the Company.
Their contribution to the Board is greatly valued and the Board
recommends their re-election to shareholders.
The Board also considers that Mr Moon remains independent
notwithstanding having served on the Board for more than nine
years, as explained on page 30.
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 December 2021 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 maintains Directors’ and Officers’ Liability Insurance.
The Scottish American Investment Company P.L.C. 27
Governance Report
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
the interests of the Company.
Dividends
The Board recommends a final dividend of 3.375p per ordinary
share which, together with the interim dividends already paid,
makes a total of 12.675p for the year. If approved, the recommended
final dividend on the ordinary shares will be paid on 8 April 2022 to
shareholders on the register at the close of business on 4 March
2022. The ex-dividend date is 3 March 2022.
The Company’s Registrar offers a Dividend Reinvestment Plan
(see page 65) and the final date for the receipt of elections for
reinvestment of this dividend is 18 March 2022.
Share Capital
Capital Structure
The Company’s capital structure consists of 175,600,943 ordinary
shares of 25p each (2020 – 162,595,943 ordinary shares). There
are no restrictions concerning the holding or transfer of the
Company’s ordinary shares and there are no special rights
attaching 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 a 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.
Information on the deadlines for proxy appointments can be
found on pages 67 and 68.
Major Interests in the Company’s Shares
Name
No. of ordinary
25p shares held at
31 December 2021
% of
issue
Rathbone Investment Management Ltd 9,116,733 5.2
Brewin Dolphin Limited 6,623,973 3.8
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 between
31 December 2021 and 9 February 2022.
Annual General Meeting
Share Issuance Authority
Resolution 10 in the Notice of Annual General Meeting seeks
to renew the Directors’ general authority to issue shares up to
an aggregate nominal amount of £14,656,946.00. This amount
represents approximately 33% of the Company’s total ordinary
share capital currently in issue and meets institutional guidelines.
No issue of ordinary shares will be made pursuant to the
authorisation in Resolution 10 which would effectively alter the
control of the Company without the prior approval of shareholders
in general meeting.
Resolution 11, which is proposed as a special resolution, seeks
to renew the Directors’ authority to issue shares or sell shares
held in treasury on a non pre-emptive basis (i.e. without first
offering such shares to existing shareholders pro-rata to their
existing holdings) for cash up to an aggregate nominal amount of
£4,397,523.50 (representing approximately 10% of the issued
ordinary share capital of the Company as at 9 February 2022).
The authorities sought in Resolutions 10 and 11 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 this resolution,
if earlier.
Such authorities will only be used to issue shares or sell shares
from treasury at, or 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.
See further in this regard under the heading ‘Authority to Issue
Shares at a Discount to Net Asset Value (with Borrowings Valued
at Book)’ below.
During the year to 31 December 2021, the Company issued at
a premium to net asset value on 96 separate occasions a total
amount of 13,005,000 shares at an average price of 486.2p per
share, raising proceeds of £63,076,000. Between 1 January and
9 February 2022, the Company issued a further 300,000 shares
at a premium to net asset value raising proceeds of £1,606,000.
No shares were held in treasury as at 9 February 2022.
Authority to Issue Shares at a Discount to Net Asset Value
(with Borrowings Valued at Book)
As noted above, the Board believes that issuing shares to meet
unsatisfied demand in the marketplace is generally in the best
interests of the Company. Shareholders are asked on an annual
basis to grant the Directors customary share allotment and issuance
authorities (see ‘Share Issuance Authorities’ above). In order to
facilitate non-pre-emptive share issuance, either of new ordinary
shares or of any shares which are held by the Company in treasury.
Even where such authorities are in place, however, the Listing Rules
prohibit the issue of shares, whether new or from treasury, for cash
at a price below the net asset value per share (NAV) of the shares
which are then in issue, unless the new shares are first offered to
existing shareholders pro-rata to their existing holdings.
As stated previously, the Board considers NAV (assets less
liabilities) on the basis of the Company’s borrowings valued at
their book value to be the prudent measure when determining
the price at which to issue shares. It remains the Directors’
firm intention only to issue shares at, or at a premium to, NAV
28 Annual Report 2021
Governance Report
calculated on this measure. In order, though, to guard against a
technical breach of the Listing Rules prohibition mentioned above,
by virtue of an inadvertent share issuance at a discount to NAV
with borrowings at book (due, for example, to challenges in
estimating intra-day market movements), the Board is again
this year proposing an additional annual resolution which,
paradoxically, seeks to authorise the Directors to issue shares
at a discount to NAV at book.
Resolution 12 is being proposed, therefore, solely for this technical
purpose and specifically in the context of the Directors’ continued
intention only to issue shares on a basis which protects or
enhances shareholder value.
Market Purchase of Own Shares
The Company’s buy-back authority was last renewed at the AGM
on 1 April 2021 in respect of 24,594,234 shares of 25p each
(equivalent to 14.99% of its then issued share capital). No shares
were bought back during the year under review and no shares are
held in treasury.
The principal reasons for share buy-backs are:
(i) to enhance the net asset value for continuing shareholders by
purchasing shares at a discount to the prevailing net asset
value; and
(ii) to address any imbalance between the supply of and demand
for SAINTS’ shares that results in a discount of the quoted
market price to the published net asset value per share.
The Company may hold bought back shares in treasury and then:
(i) sell such shares (or any of them) for cash (or its equivalent
under the Companies Act 2006); or
(ii) cancel the shares (or any of them).
Shares will only be re-sold from treasury at a premium to net
asset value per ordinary share.
The Directors are seeking shareholders’ approval at the Annual
General Meeting to renew the authority to make market purchases
of up to 26,367,551 ordinary shares representing approximately
14.99% of the Company’s ordinary shares in issue at the date of
passing of the resolution, such authority to expire at the Annual
General Meeting of the Company to be held in 2023. Such purchases
will only be made through the market for cash at prices below the
most recently calculated net asset value per ordinary share, which
will result in an increase in value of the remaining ordinary shares.
Any such shares purchased shall either be held in treasury or
cancelled. In accordance with the Listing Rules of the UK Listing
Authority, the maximum price (excluding expenses) that may be
paid on the exercise of the authority must not exceed 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 of the price of the last independent trade and the
highest current independent bid as stipulated by Article 5(1)
of Commission Regulation (EC) 22 December 2003
implementing the Market Abuse Directive as regards
exemptions for any buy back programmes and stabilisation
of financial instruments (No. 2273/2003).
The minimum price (exclusive of expenses) that may be paid will be
25p per share. Purchases of 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. Your attention is drawn
to Resolution 13 in the Notice of Annual General Meeting.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances, 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.
The Company has agreed terms to issue £80m of long-term
private placement debt to refinance its long-term borrowings
when the existing debenture matures on 10 April through the
issuance of two series: a 23 year note for £40m to be repaid
in 2045 and a 27 year note for £40m to be repaid in 2049.
The replacement debt will be secured, unlisted and denominated
in sterling bearing a coupon of 3.12%.
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 who held office at the date of approval of this
Directors’ Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s
Auditor is unaware; and each Director has taken all the steps
that they ought to have taken as a Director to make themselves
aware of any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
Independent Auditor
Following the conclusion of a formal tender process led by the
Company’s Audit Committee, the Board has approved the proposed
appointment of Ernst & Young LLP as Auditor for the financial year
commencing 1 January 2022. Ernst & Young LLP has expressed its
willingness to be appointed Auditor to the Company. The appointment
is subject to shareholder approval at the Annual General Meeting
scheduled to be held on 5 April 2022 and resolutions concerning
Ernst & Young LLP’s appointment and remuneration will be
submitted to the Annual General Meeting. The Board extends its
appreciation to KPMG LLP for its services as Auditor and confirms
that there are no matters in connection with KPMG LLP ceasing to
hold office as Auditor following the 2021 audit which need to be
brought to the attention of shareholders.
Post Balance Sheet Events
Terms were agreed to purchase an additional property, a hotel, in
late December 2021 with the transaction completing on 14 January
2022. The cost was £7.75m and was funded through the sale of
equities in the portfolio.
The Directors confirm that there have been no other significant post
Balance Sheet events up to
9
February 2022 that require disclosure
in the Financial Statements.
The Scottish American Investment Company P.L.C. 29
Greenhouse Gas Emissions and Streamlined Energy
and Carbon Report (‘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.
Recommendation
The Board unanimously recommends you to vote in favour of
the resolutions to be proposed at the Annual General Meeting
as, in its opinion, they are in the best interests of the shareholders
as a whole.
On behalf of the Board
Peter Moon
10
February 2022
Governance Report
30 Annual Report 2021
Governance Report
Corporate Governance Report
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 (AIC) Code
of Corporate Governance 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 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. The Code includes
provisions relating to the role of the chief executive, executive
directors’ remuneration and the need for an internal audit
function. Given that the Company is an externally managed
investment trust, the Board considers these provisions are not
relevant to the Company (the need for an internal audit function
specific to the Company has been addressed on page 34).
Details of the Board’s view on Directors who have served on
the Board for more than nine years can be found under the
Independence of Directors section of this Report.
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
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
separate
meeting devoted to strategy is held each year. The Board also
reviews the Financial Statements, investment transactions,
revenue budgets and investment 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.
The Board currently comprises five Directors all of whom are
non-executive. The Chairman 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 entirely non-executive Directors,
there is no chief executive officer. The Senior Independent
Director is Lord Macpherson of Earl’s Court. Bronwyn Curtis will
become the Senior Independent Director when Lord Macpherson
of Earl’s Court becomes Chairman of the Board at the conclusion
of the Annual General Meeting.
The Directors believe that the Board has a balance of skills and
experience which enables it to provide effective strategic leadership
and proper governance of the Company. Information about the
Directors, including their relevant experience, can be found on
pages 24 and 25.
There is an agreed procedure for Directors to seek independent
professional advice if necessary at the Company’s expense.
Appointments
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
election by shareholders at the next Annual General Meeting.
The Board has agreed that all the Directors will retire at each Annual
General Meeting and, if appropriate, offer themselves for re-election.
Independence of Directors
All 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.
Mr Moon has served on the Board for more than nine years and
will be retiring from the Board in April 2022. The Directors recognise
the importance of succession planning for company boards and
review the Board 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. Following a formal performance evaluation, the Board has
concluded that, notwithstanding his length of service, Mr Moon
remains independent. His actions and decisions have confirmed
his independence and the Directors believe his length of service
has been a benefit to 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 following table shows the attendance record
for the Board and Committee meetings held during the year.
The Annual General Meeting was attended by all Directors.
Directors’ Attendance at Meetings
Board
Audit
Committee
Nomination
Committee
Number of meetings 5 2 1
Peter Moon
* 5 1
Bronwyn Curtis 5 2 1
Eric Hagman
2 1
Karyn Lamont
#
4 2 1
Dame Mariot Leslie 5 2 1
Lord Macpherson of Earl’s Court 5 2 1
* Peter Moon is not a member of the Audit Committee.
Eric Hagman retired on 1 April 2021.
#
Karyn Lamont was absent from one Board meeting due to illness.
The Scottish American Investment Company P.L.C. 31
Governance Report
Nomination Committee
The Nomination Committee consists of the whole Board due to
the ongoing small size of the Board 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 which include
reviewing the Board composition, Board appraisal, succession
planning, training and identifying and nominating new candidates
for appointment to the Board. The Committee also considers
whether Directors should be recommended 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 the potential
conflicts should be authorised. Appointments to the Board are
made on merit and based on objective criteria, including the
promotion of diversity of gender, social and ethnic backgrounds,
and cognitive and personal strengths. The priority in succession
planning and appointing new Directors is to identify candidates
with the best range of skills and experience to complement those
of the existing Directors, with a view to ensuring that the Board
remains well placed to help the Company achieve its investment
and governance objectives.
Following the announcement that Peter Moon will step down from
the Board at the conclusion of the Annual General Meeting on
5 April 2022, the Committee has commissioned a search to find a
new Director using the services of Trust Associates, an executive
search firm which has no other connection with the Company or
its Directors. The Directors have drawn up a specification for the
appointment and, following conclusion of the interview process,
will announce the successful candidate who will stand for election
at the AGM in 2023.
Policy on Chairman’s Tenure
The Board of SAINTS considers that the tenure of its Chair
should be driven by how shareholders’ interests can best be
served and, in particular, in a way which prioritises the effective
functioning of the Board. It notes that as well as the effectiveness
and independence of the Chair, the ongoing balance, experience
and diversity of the whole Board are relevant factors. Whilst it
recognises the need for regular Board refreshment, the Board
also believes that continuity is vitally important. Consequently, the
Board firmly believes it is helpful at any given time to have some
longer serving members on the Board, and that it is entirely
appropriate for the Chair to be one of these.
The Committee’s terms of reference are available on request
from the Company and from the SAINTS’ page on the Managers’
website: saints-it.com.
Performance Evaluation
An appraisal of the Chairman, each Director, and a performance
evaluation and review of the Board as a whole and its Committees
was carried out during the year. The Chairman and each Director
completed a performance evaluation questionnaire and each Director
had an interview with the Chairman. The appraisal of the Chairman
was led by Lord Macpherson of Earl’s Court. 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 there was a diverse range of skills within the Board,
and the performance of each Director, the Chairman, the Board
and its Committees continues to be effective and the Directors
remain committed to the Company. A review of the Chairman’s
and other Directors’ commitments was carried out and the
Nomination Committee 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 Company is a FTSE 350 company and as such, the Board is
required to appoint an independent company to assist with the
design and execution of board evaluations every three years.
It is intended that the Board will undertake this external evaluation
during the year to 31 December 2022.
Induction and Training
New Directors are provided with an induction programme which
is tailored to the particular circumstances of the appointee.
Briefings were provided during the year on regulatory matters.
Directors receive other relevant training as necessary.
Remuneration Committee
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.
Management Engagement Committee
The Directors have considered that a separate Management
Engagement Committee is not required given the small size
of the Board.
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. The 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 an ongoing process for identifying,
evaluating and managing the significant risks faced by the Company
in accordance with the guidance ‘Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting’.
The practical measures 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.
32 Annual Report 2021
Governance Report
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 69),
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 any remedial measures being taken.
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 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 specific
leverage and liquidity stress testing but does not believe 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. Gearing levels
and compliance with borrowing covenants are reviewed by the
Board on a regular basis. The Company has no short term
borrowings. The redemption date for the Company’s debenture is
10 April 2022 and terms have been agreed to refinance the
debenture with £80 million of long term private placement debt.
Additional long term private placement debt of £15 million was
entered into during the year to be repaid in 2036. 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, Depositary, Registrar, Auditor and
Corporate Broker, are not experiencing significant operational
difficulties affecting their respective services to the Company.
Accordingly, the Financial Statements have been prepared on the
going concern basis as it is the Directors’ opinion, 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 five years, that the Company will
continue in operational existence for at least 12 months from the
date of approval of these Financial Statements.
The Board oversees the functions delegated to the Managers and
Secretaries and the controls managed by the AIFM in accordance
with the 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 and Technical
Release AAF 01/06 – Assurance Reports on Internal Controls of
Service Organisations made available to Third Parties. 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 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 Alternative Investment Fund Managers
Regulations, The Bank of New York Mellon (International)
Limited acts as the Company’s Depositary, and Baillie Gifford
& Co Limited as 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 a report on its key controls and safeguards which is
independently reviewed by The Bank of New York Mellon’s auditor,
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 investigated.
The Depositary provides the Audit Committee with a report on its
monitoring activities.
The Scottish American Investment Company P.L.C. 33
Relations with Shareholders
The Board places great importance on communication with
shareholders. The Managers meet regularly with shareholders
and their representatives and report shareholders’ views to the
Board. 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
Company’s registered office or through the Company’s broker,
Winterflood (see contact details on the back cover).
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 published at
saints-it.com 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 saints-it.com.
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 Company believes that it is in the shareholders’ interests to
consider environmental, social and governance (ESG) factors
when selecting and retaining investments and have 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, the Managers, has considered the Sustainable
Finance Disclosures Regulation (SFDR) and further details can be
found on page 72.
The Managers, Baillie Gifford & Co, are signatories to the United
Nations Principles for Responsible Investment and are also
members of the International Corporate Governance Network.
Governance Report
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 Manager has
engaged an external provider to map the carbon footprint of the
equity portfolio using the information to prioritise engagement and
understand what higher emitting companies are doing to manage
climate risk better. The carbon intensity of The Scottish American
Investment Company’s portfolio is 73.1% lower than the Company’s
benchmark (FTSE All-World). This analysis estimate is based on
97.5% of the value of the Company’s equity portfolio which reports
on carbon emissions and other carbon related characteristics.
In evaluating property investments, OLIM, the property manager,
reviews environmental and flood risk reports, surveys of sustainable
transport links, energy performance certificates and proactively
encourages green initiatives such as installing electric vehicle
charging points, solar panels or other upgrades to improve energy
performance ratings. The provision of property valuations is carried
out by Savills, an external valuer, and environmental and flooding
risk considerations are taken into account when arriving at the
property valuations.
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 SAINTS which is expected to be available during 2023.
The Managers, Baillie Gifford & Co, are signatories to the Carbon
Disclosure Project.
On behalf of the Board
Peter Moon
10 February 2022
34 Annual Report 2021
Governance Report
Audit Committee Report
The Audit Committee consists of all independent Directors for
the year to 31 December 2021 with the exception of the
Chairman of the Board, Mr Moon, who stepped down from
the Audit Committee in November 2018. The members of the
Committee consider that they have the requisite financial skills
and experience to fulfil the responsibilities of the Committee.
Ms Lamont, the Chairman of the Committee, is a Chartered
Accountant. The Committee’s authority and duties are clearly
defined within its written terms of reference which are available
at saints-it.com. 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 Manager being present.
Main Activities of the Committee
The Committee met twice during the year and KPMG LLP, the
external Auditor, attended both meetings. Baillie Gifford & Co’s
Internal Audit and Compliance Departments and the AIFM’s
permanent risk function provided reports on their monitoring
programmes for 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;
— Re-appointment, remuneration and engagement letter 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, objectivity and effectiveness of the
external Auditor;
— The need for the Company to have its own internal audit
function;
— Internal controls reports received from the Managers and
other service providers; 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.
Financial Reporting
The Committee considers that the most significant issue likely to
affect the Financial Statements is the valuation of the property
investments which represent 7.3% of total assets. Other key
issues are the existence and legal title of the property as well as
the valuation, existence and legal title of the equity and bond
investments which represent 91.5% of total assets.
The majority of the investments are in quoted securities and
market prices are readily available from independent external
pricing sources. The Committee reviewed the Managers’ Report
on Internal Controls which details the controls in place regarding
recording and pricing of investments, the reconciliation of
investment holdings to third party data and the accurate recording
of investment income.
The properties are valued on an open market basis by Savills.
The Committee approve the Valuation Report provided by Savills
and review the property valuations twice a year.
The Committee considered the factors, including the impact of
Covid-19, that might affect the Company’s viability over a period
of five 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 the reports from the Managers on the
cash position and cash flow projections of the Company, the
liquidity of the investment portfolio, compliance with debt
covenants and the Company’s ability to meet its obligations as
they fall due. The Committee also reviewed the Viability Statement
on page 9 and the statement on Going Concern on page 32
including the potential impact of Covid-19. 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.
Audit Tender
During the year the Company tendered its external audit. Invitations
to tender were issued to 4 audit firms, resulting in comprehensive
proposals of a very high standard being submitted by 3 firms,
who were invited to present their approach in more detail to the
Audit Committee. In evaluating the firms, the focus was on the
understanding and experience of the business and industry, the
experience of the team and their cultural fit with the Company, the
audit quality and approach, in particular the audit of the property
portfolio and the transition from KPMG, and independence.
The Scottish American Investment Company P.L.C. 35
Governance Report
Following a robust and transparent review process, where the audit
firms were subjected to scrutiny and appropriate challenge, the
Board unanimously decided to propose Ernst & Young LLP for
appointment as Auditor and a resolution to this effect will be
proposed at the Annual General Meeting. In recognition of
underlying audit rotation requirements, the Committee currently
intends that a further tender process should be undertaken not
later than 31 December 2031 to cover the financial years ending
31 December 2032 onwards.
Internal Controls and Risk Management
The Committee reviewed the effectiveness of the Company’s risk
management and internal controls systems as described on
pages 31 and 32. No significant weaknesses were identified in
the year under review.
External Auditor
To fulfil its responsibility regarding the independence of the
external Auditor, the Committee reviewed:
— The audit plan for the current year;
— A report from the Auditor describing their arrangements to
manage auditor independence and received confirmation of
their independence; and
— The proposed audit fee and the extent of non-audit services
provided by the external Auditor. For the year to 31 December
2021 the audit fee was £65,000 and the non-audit fee which
related to the annual certification of financial information for
the debenture trustee was £2,000. A further non-audit fee of
£3,000 related to the certification of financial information for
the debenture trustee in the relation to drawdown of additional
loan notes during the year. The Committee does not believe
this non-audit work has impaired the Auditor’s independence.
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;
— The Audit Quality Inspection Report from the FRC; and
— Detailed discussion with audit personnel to challenge audit
processes and deliverables.
To fulfil its responsibility for the 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.
Although KPMG LLP has been Auditor since 2004, the audit
partners responsible for the audit are rotated at least 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. Mr Waterson, the current partner,
was appointed in 2017 and will continue as partner only until the
conclusion of the audit for the year ending 31 December 2021.
KPMG LLP have confirmed that they believe they are 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 purposes of this year’s audit.
During its tenure as Auditor, KPMG LLP has provided a quality
service and has demonstrated a high level of professionalism.
The statement of reasons in connection with KPMG LLP ceasing
to hold office as Auditor is on page 73.
There are no contractual obligations restricting the Committee’s
choice of external Auditor.
Accountability and Audit
The respective responsibilities of the Directors and the Auditor
in connection with the Financial Statements are set out on pages
39 to 44.
On behalf of the Board
Karyn Lamont
Audit Committee Chairman
10 February 2022
36 Annual Report 2021
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 last approved
at the Annual General Meeting in June 2020 and no changes are
proposed to the policy at the Annual General Meeting to be held
in 2022.
The Board reviewed the level of fees during the year and concluded
that there would be no need to change the fees. The fees were last
increased with effect from 1 January 2020.
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.
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. Baillie Gifford & Co Limited, the Company Secretaries,
provides comparative information when the Board considers the
level of Directors’ fees. 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. No compensation is payable on loss of office.
Limits on Directors’ Remuneration
The fees for the Directors are payable quarterly in arrears and are
determined within the limits set out in the Company’s Articles of
Association. Currently, Directors’ remuneration shall not exceed
£30,000 per annum per Director with a maximum additional
remuneration of £25,000 per annum for the Chairman. Any change
to this limit requires shareholder approval.
The basic and additional fees payable to Directors in respect of
the year ended 31 December 2021 and the fees payable in
respect of the year ending 31 December 2022 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
year ending
31 Dec 2022
£
Fees for
year ended
31 Dec 2021
£
Non-executive Director fee 25,000 25,000
Additional fee for Chairman 17,000 17,000
Additional fee for Chairman of
the Audit Committee 5,000 5,000
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 their report on pages 39 to 44.
Governance Report
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
2021
Fees
£
2021
Taxable
benefits *
£
2021
Total
£
2020
Fees
£
2020
Taxable
benefits *
£
2020
Total
£
Peter Moon (Chairman) 42,000 522 42,522 42,000 442 42,442
Bronwyn Curtis 25,000 510 25,510 25,000 885 25,885
Eric Hagman (retired 1 April 2021)
6,346 6,346 27,365 1,167 28,532
Karyn Lamont
30,000 30,000 27,705 27,705
Dame Mariot Leslie 25,000 25,000 25,000 25,000
Lord Macpherson of Earl’s Court 25,000 413 25,413 25,000 601 25,601
153,346 1,445 154,791 172,070 3,095 175,165
* Comprises travel and subsistence expenses incurred by Directors in the course of travel to attend Board and Committee meetings.
Karyn Lamont became Chairman of the Audit Committee following the conclusion of the Annual General Meeting on 17 June 2020. Eric Hagman
was Chairman of the Audit Committee up to 17 June 2020.
There were no payments to third parties included in the fees referred to in the table above. There are no further fees to disclose as the Company
has no employees, chief executive or executive directors.
The Scottish American Investment Company P.L.C. 37
Annual Percentage Change in Remuneration
This represents the annual percentage change in the entire
remuneration paid to the Directors.
% from
2020 to
2021
% from
2019 to
2020
Peter Moon (Chairman) 0.2 3.8
Bronwyn Curtis (1.4) 7.8
Eric Hagman (retired 1 April 2021) (77.8) (2.8)
Karyn Lamont (appointed 4 April 2019) 8.3 70.2
Dame Mariot Leslie 13.6
Lord Macpherson of Earl’s Court (0.7) 8.7
Directors’ Interests (audited)
Name
Nature
of interest
Ordinary 25p
shares held at
31 December
2021
Ordinary 25p
shares held at
31 December
2020
Peter Moon Beneficial 15,000 15,000
Bronwyn Curtis Beneficial 3,000 3,000
Karyn Lamont Beneficial 2,000 2,000
Dame Mariot Leslie Beneficial 8,000 8,000
Lord Macpherson
of Earl’s Court Beneficial 72,000 57,500
Under the Articles of Association, each Director is required to hold at
least 2,000 shares in the Company.
The Directors at the year end, and their interests in the Company at
31 December, were as shown above. There have been no changes
intimated in the Directors’ interests up to 9 February 2022.
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, 97.5% were in
favour, 2.1% were against and votes withheld were 0.4%. At the
last Annual General Meeting at which the Directors’ Remuneration
Policy was considered (June 2020), 98.7% were in favour, 0.8%
against and votes withheld were 0.5%.
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.
2021
£’000
2020
£’000
Change
%
Directors’ Remuneration 155 175 (11.4)
Dividends paid to shareholders 21,038 18,456 14.0
Company Performance
The graph opposite compares the total return (assuming all
dividends are reinvested) to 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
(benchmark provided for information purposes only).
Governance Report
Cumulative to 31 December
Source: Refinitiv and relevant underlying index providers.
See disclaimer on page 69.
SAINTS share price
Benchmark
*
FTSE All-Share
All figures are total return (see Glossary of Terms and Alternative Performance
Measures on pages 70 and 71).
* With effect from 1 January 2014, the portfolio benchmark against which
performance has been measured is FTSE All-World Index (in sterling terms).
For earlier years covered by the above graph, the Company’s benchmark was
50% FTSE All-Share Index and 50% FTSE All-World Ex UK Index (in sterling terms).
For the purposes of the above graph the returns on both benchmarks for their
respective periods have been linked to form a single benchmark. See disclaimer
on page 69.
2011
2014 2015
2020
2021
2013
2016 2017 20192018
2012
100
150
200
400
350
300
250
Performance Graph
(figures rebased to 100 at 31 December 2011)
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 10 February 2022.
Peter Moon
Chairman
38 Annual Report 2021
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 they are
required to prepare the Financial Statements in accordance
with United Kingdom Accounting Standards including FRS 102
‘The Financial Reporting Standard applicable in the UK and
Republic of Ireland’.
Under company law the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or loss
for that year. 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 have been followed, subject to any material
departures disclosed and explained in the Financial
Statements;
— assess the Company’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern;
and
— use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the 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 responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due
to fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets
of the Company and to prevent and detect fraud and other
irregularities. Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and those
regulations.
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
The Directors have delegated responsibility to the Managers for
the maintenance and integrity of the Company’s page on the
Managers’ website. Legislation in the United Kingdom governing
the preparation and dissemination of Financial Statements may
differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect
of the Annual Financial Report
We confirm that to the best of our knowledge:
— the Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company;
— the Strategic Report includes a fair review of the development
and performance of the business and the position of the
issuer, together with a description of the principal risks and
uncertainties that the issuer and business faces; and
— the Annual Report and Financial Statements taken as a
whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
On behalf of the Board
Peter Moon
10 February 2022
Governance Report
The Scottish American Investment Company P.L.C. 39
Financial Report
1. Our opinion is unmodified
We have audited the financial statements of The
Scottish American Investment Company P.L.C.
(“the Company”) for the year ended 31 December
2021 which comprise the Income Statement,
Balance Sheet, Statement of Changes in Equity,
Cash Flow Statement and the related notes,
including the accounting policies in note 1.
In our opinion the financial statements:
give a true and fair view of the state of the
Company’s affairs as at 31 December 2021 and
of its return for the year then ended;
have been properly prepared in accordance
with UK accounting standards, including FRS
102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland;
and
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit opinion
is consistent with our report to the audit
committee.
We were first appointed as auditor by the Directors
on 16 October 2004. The period of total
uninterrupted engagement is for the 18 financial
years ended 31 December 2021. We have fulfilled
our ethical responsibilities under, and we remain
independent of the Company in accordance with,
UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard
were provided.
Independent
auditorsreport
to the members of The Scottish American Investment
Company P.L.C.
Overview
Materiality:
Financial
statements as a
whole
£10.2m (2020:£8.0m)
1% (2020: 1%) of Total Assets
Key audit matters vs 2020
Recurring risks
Valuation of investment
properties
◄►
Carrying amount of quoted
investments
◄►
40 Annual Report 2021
Financial Report
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified
by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from last year), in
decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address
those matters and our findings from those procedures in order that the Company's members, as a body, may better
understand the process by which we arrived at our audit opinion. These matters were addressed, and our findings are based
on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole,
and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion
on these matters.
The risk Our response
Subjective valuation:
7.3% (2020: 10.4%) of the
Company’s total assets (by value)
are held in investment properties.
The fair value of each property
requires significant estimation, in
particular with regard to yield
assumptions.
The effect of these matters is
that, as part of our risk
assessment for audit planning
purposes, we determined that the
valuation of investment properties
had a high degree of estimation
uncertainty, with a potential range
of reasonable outcomes greater
than our materiality for the
financial statements as a whole. In
conducting our final audit work,
we reassessed the degree of
estimation uncertainty to be less
than materiality. The financial
statements (note 18 ) disclose the
sensitivity estimated by the
Company.
We performed the detailed tests below rather than seeking to rely
on any of the Company’s controls, because the nature of the
balance is such that we would expect to obtain audit evidence
primarily through the detailed procedures described below.
Our procedures included:
Historical comparisons: Assessment of investment
Assessing valuer’s credentials: Using our own property
valuation specialist, we evaluated the competence, experience
and independence of the external valuer;
Tests of Detail: for a sample of properties, we compared the
information provided by the Company to its external property
valuer, such as rental income and tenancy data to supporting
documents including lease and purchase agreements;
Methodology choice: We critically assessed, with the
assistance of our own property valuation specialists, the
valuation methodology used by the external valuer, by
assessing whether the valuations were in accordance with the
RICS Valuation Professional Standards ‘the Red Book’ and FRS
102;
Benchmarking assumptions: With the assistance of our own
property valuation specialist, we held discussions with the
Company’s external property valuer to understand movements
in property values. For a sample of properties, we assessed
the key assumptions used by the valuer upon which the
valuations are based, including those relating to yield, by
making a comparison to our own understanding of the market
and to industry benchmarks; and
Assessing transparency: We also considered the adequacy of
the Company’s disclosures about the degree of estimation and
sensitivity to key assumptions made when valuing the
investment properties.
Our results:
We found the Company’s valuation of investment properties to
be balanced (2020: balanced) and the related disclosures to be
proportionate (2020: proportionate).
Valuation of
investment properties
(£74.9 million; 2020:
£84.9 million)
Refer to page 34 (Audit
Committee Report),
page 49 (accounting
policy) and note 9 on
page 53 and note 18 on
page 60 (financial
disclosures).
realisations in the period, comparing actual sales proceeds to
prior year end valuations to understand the reasons for
significant variances and determine whether they are indicative
of bias or error in the Company’s approach to valuations;
The Scottish American Investment Company P.L.C. 41
Financial Report
2. Key audit matters: our assessment of ri
sks of material misstatement (continued)
The risk Our response
Low risk, high value:
The Company’s portfolio of quoted
level 1 investments makes up 87.6%
(2020: 83.1%) of the Company’s total
assets (by value) and is one of the
key drivers of results. We do not
consider these investments to be at a
high risk of significant misstatement,
or to be subject to a significant level
of judgement because they comprise
liquid, quoted investments. However,
due to their materiality in the context
of the financial statements as a
whole, they are considered to be one
of the areas which had the greatest
effect on our overall audit strategy
and allocation of resources in
planning and completing our audit.
We performed the detailed tests below rather than seeking to
rely on any of the Company’s controls, because the nature of the
balance is such that we would expect to obtain audit evidence
primarily through the detailed procedures described below.
Our procedures included:
Test of detail: Agreeing the valuation of 100% of level 1
quoted investments in the portfolio to externally quoted
prices; and
Enquiry of custodians: Agreeing 100% of level 1 quoted
investment holdings in the portfolio to independently received
third party confirmations from investment custodians.
Our results
We found no differences (2020: no differences) from the third
party holdings confirmations nor from the externally quoted
prices of a size to require reporting to the audit committee.
3. Our application of materiality and an overview of the
scope of
our audit
Materiality for the financial statements as a whole was set at
£10.2m (2020: £8.0m), determined with reference to a
benchmark of total assets, of which it represents 1% (2020:
1%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the financial statements as a whole.
Performance materiality was set at 75% (2020: 75%) of
materiality for the financial statements as a whole, which
equates to £7.7m (2020: £6.0m). We applied this percentage in
our determination of performance materiality because we did
not identify any factors indicating an elevated level of risk.
In addition, we applied materiality of £1.22m (2020: £0.96m)
and performance materiality of £0.92m (2020: £0.72m) to
income (as disclosed in note 2), for which we believe
misstatements of lesser amounts than materiality for the
financial statements as a whole could reasonably be expected
to influence the Company’s members’ assessment of the
financial performance of the Company.
We agreed to report to the Audit Committee any corrected or
uncorrected identified misstatements exceeding £0.5m (2020:
£0.4m) or £0.12m in relation to income (2020: £0.1m) in
addition to other identified misstatements that warranted
reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality
level specified above and was performed by a single audit
team.
The scope of the audit work performed was fully substantive as
we did not rely upon the Company’s internal control over
financial reporting.
4. The impact of climate risk on our audit
In planning our audit we have considered the potential impacts
of climate change on the Company’s financial statements.
Total Assets
£1,028.4m (2020: £816.0m)
Materiality
£10.2m (2020: £8.0m)
Total Assets
We have performed a risk assessment of how the impact of
climate change may affect the financial statements and our
audit. Level 1 quoted investments make up 87.6% of the
Company’s total assets, for which fair value is determined as
the quoted market price. Therefore, we assessed that the
financial statement estimate that is primarily exposed to
climate risk is the investment property portfolio, for which the
valuation assumptions and estimates may be impacted by
physical and policy or legal climate risks, such as flooding or
an increase in climate related compliance expenditure. We
made enquiries of the property manager and the external
valuer to understand the extent of the potential impact of
physical and policy or legal climate change risk on the
investment property portfolio. We also held discussions with
our own climate change professionals to challenge our risk
assessment.
We assessed that, whilst climate change posed a risk to the
determination of investment property valuations in the current
year, this risk was not significant when considering both the
nature and domicile of the properties and the tenure of
unexpired leases. Therefore there was no significant impact
of this on our key audit matters.
We have read the disclosure of climate related narrative in the
front half of the financial statements and considered
consistency with the financial statements and our audit
knowledge.
£10.2 m
Whole financial
statements materiality
(2020: £8.0m)
£7.7m
Performance materiality
(2020: £6.0m)
£1.22m
Income materiality
(2020: £0.96m)
£0.5m
Misstatements reported to
the audit committee (2020:
£0.4m)
Carrying amount of
quoted investments
(£901.1 million; 2020:
£677.6 million)
Refer to page 34
(Audit Committee
Report), page 49
(accounting policy)
and note 9 on page
53 (financial
disclosures).
42 Annual Report 2021
Financial Report
The Scottish American Investment Company P.L.C. 43
Financial Report
6. Fraud and breaches of laws and regulations – ability
t
o detect (continued)
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
(continued)
We assessed the legality of the distributions made by the
Company in the period based on comparing the dividends
paid to the distributable reserves prior to each distribution,
including consideration of interim accounts filed during the
year.
Secondly, the Company is subject to many other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in
the financial statements, for instance through the
imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: money
laundering, data protection, bribery and corruption
legislation and certain aspects of company legislation
recognising the financial and regulated nature of the
Company’s activities and its legal form. Auditing standards
limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of
the Directors and the Administrator and inspection of
regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not
detect that breach.
Context of the ability of the audit to detect fraud or
breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. For example, the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all laws
and regulations.
7. We have nothing to report on the other information
in t
he Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not
express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial
statements audit work, the information therein is materially
misstated or inconsistent with the financial statements or
our audit knowledge. Based solely on that work we have
not identified material misstatements in the other
information.
Strategic report and Directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the
strategic report and the Directors’ report;
in our opinion the information given in those reports for
the financial year is consistent with the financial
statements; and
in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-
term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the financial statements and
our audit knowledge.
Based on those procedures, we have nothing material to
add or draw attention to in relation to:
the Directors’ confirmation within the Viability Statement
on page 9 that they have carried out a robust
assessment of the emerging and principal risks facing
the Company, including those that would threaten its
business model, future performance, solvency and
liquidity;
the Principal and Emerging Risks disclosures describing
these risks and how emerging risks are identified, and
explaining how they are being managed and mitigated;
and
the Directors’ explanation in the Viability Statement of
how they have assessed the prospects of the Company,
over what period they have done so and why they
considered that period to be appropriate, and their
statement as to whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
period of their assessment, including any related
disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability Statement, set
out on page 9 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and
our audit knowledge.
44 Annual Report 2021
Financial Report
7. We have nothing to report on the other information in
t
he Annual Report (continued)
Disclosures of emerging and principal risks and longer-
term viability (continued)
Our work is limited to assessing these matters in the context
of only the knowledge acquired during our financial
statements audit. As we cannot predict all future events or
conditions and as subsequent events may result in outcomes
that are inconsistent with judgements that were reasonable
at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the
Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
corporate governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have concluded that each of
the following is materially consistent with the financial
statements and our audit knowledge:
the Directors’ statement that they consider that the
annual report and financial statements taken as a whole is
fair, balanced and understandable, and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy;
the section of the annual report describing the work of the
Audit Committee, including the significant issues that the
audit committee considered in relation to the financial
statements, and how these issues were addressed; and
the section of the annual report that describes the review
of the effectiveness of the Company’s risk management
and internal control systems.
We are required to review the part of Corporate Governance
Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified
by the Listing Rules for our review. We have nothing to report
in this respect.
8. We have nothing to report on the other matters on
wh
ich we are required to report by exception
Under the Companies Act 2006, we are required to report to
you if, in our opinion:
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations
we require for our audit.
We have nothing to report in these respects.
9
. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 38,
the Directors are responsible for: the preparation of the
financial statements including being satisfied that they give a
true and fair view; such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error; assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and using the going concern basis of
accounting unless they either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at:
www.frc.org.uk/auditorsresponsibilities.
10. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and the terms of our engagement by
the Company. 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
the further matters we are required to state to them in
accordance with the terms agreed with the Company, 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.
John Waterson (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
10 February 2022
The Scottish American Investment Company P.L.C. 45
Income Statement
For the year ended 31 December
Notes
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
2020
Revenue
£’000
2020
Capital
£’000
2020
Total
£’000
Gains on investments – securities
9 127,973 127,973 73,114 73,114
Gains on investments – property 9 13,679 13,679 42 42
Currency losses 14 (21) (21) (291) (291)
Income 2 27,980 27,980 23,568 23,568
Management fees 3 (973) (2,920) (3,893) (1,097) (2,037) (3,134)
Other administrative expenses 4 (1,252) (1,252) (1,221) (1,221)
Net return before finance costs
and taxation 25,755 138,711 164,466 21,250 70,828 92,078
Finance costs of borrowings 5 (1,426) (4,278) (5,704) (1,952) (3,626) (5,578)
Net return on ordinary activities before
taxation 24,329 134,433 158,762 19,298 67,202 86,500
Tax on ordinary activities 6 (2,509) 732 (1,777) (1,779) 424 (1,355)
Net return on ordinary activities after
taxation 21,820 135,165 156,985 17,519 67,626 85,145
Net return per ordinary share 7 12.79p 79.20p 91.99p 11.41p 44.04p 55.45p
A final dividend for the year of 3.375p is proposed (2020 – 3.00p), making a total dividend for the year of 12.675p (2020 – 12.00p).
More information on dividend distributions can be found in note 8 on page 52.
The total column of the Income Statement is 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 these statements derive from continuing operations.
A Statement of Comprehensive Income is not required as there is no other comprehensive income.
The accompanying notes on pages 49 to 61 are an integral part of this statement.
Financial Report
46 Annual Report 2021
Balance Sheet
The accompanying notes on pages 49 to 61 are an integral part of this statement.
* See Glossary of Terms and Alternative Performance Measures on pages 70 and 71.
As at 31 December
Notes
2021
£’000
2021
£’000
2020
£’000
2020
£’000
Non-current assets
Investments – securities 9 938,357 718,644
Investments – property 9 74,900 84,900
Deferred expenses 207 207
1,013,464 803,751
Current assets
Debtors 10 3,710 2,531
Cash and cash equivalents 18 11,263 9,701
14,973 12,232
Creditors
Amounts falling due within one year 11 (83,327) (3,713)
Net current (liabilities)/assets (68,354) 8,519
Total assets less current liabilities 945,110 812,270
Creditors
Amounts falling due after more than one year 12 (14,925) (81,108)
Net assets 930,185 731,162
Capital and reserves
Share capital 13 43,900 40,649
Share premium account 14 172,576 112,751
Capital redemption reserve 14 22,781 22,781
Capital reserve 14 673,740 538,575
Revenue reserve 14 17,188 16,406
Shareholders’ funds 930,185 731,162
Net asset value per ordinary share
* 15 529.7p 449.7p
The Financial Statements of The Scottish American Investment Company P.L.C. (company registration number SC000489) were approved and
authorised for issue by the Board and were signed on 10 February 2022.
Peter Moon
Chairman
Financial Report
The Scottish American Investment Company P.L.C. 47
Statement of Changes in Equity
For the year ended 31 December 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 January 2021 40,649 112,751 22,781 538,575 16,406 731,162
Shares issued 13 3,251 59,825 63,076
Net return on ordinary activities after taxation 7 135,165 21,820 156,985
Dividends paid in the year 8 (21,038) (21,038)
Shareholders’ funds at 31 December 2021 43,900 172,576 22,781 673,740 17,188 930,185
The accompanying notes on pages 49 to 61 are an integral part of this statement.
For the year ended 31 December 2020
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 January 2020 36,880 52,535 22,781 470,949 17,343 600,488
Shares issued 13 3,769 60,216 63,985
Net return on ordinary activities after taxation 7 67,626 17,519 85,145
Dividends paid in the year 8 (18,456) (18,456)
Shareholders’ funds at 31 December 2020 40,649 112,751 22,781 538,575 16,406 731,162
Financial Report
48 Annual Report 2021
The accompanying notes on pages 49 to 61 are an integral part of this statement.
Financial Report
Cash Flow Statement
For the year ended 31 December
Notes
2021
£’000
2021
£’000
2020
£’000
2020
£’000
Cash flows from operating activities
Net return on ordinary activities before taxation 158,762 86,500
Gains on investments – securities (127,973) (73,114)
Gains on investments – property (13,679) (42)
Currency losses 21 291
Finance costs of borrowings 5,704 5,578
Overseas withholding tax (1,764) (1,357)
Changes in debtors and creditors (1,890) (526)
Other non-cash changes 227 69
Cash from operations 19,408 17,399
Interest paid (6,498) (6,400)
Net cash inflow from operating activities 12,910 10,999
Cash flows from investing activities
Acquisitions of investments (168,238) (121,913)
Disposals of investments 99,950 67,920
Net cash outflow from investing activities (68,288) (53,993)
Cash flows from financing activities
Equity dividends paid 8 (21,038) (18,456)
Shares issued 13 63,076 63,985
Loans notes drawn down 15,000
Costs of issuance of loan notes (77)
Net cash inflow from financing activities 56,961 45,529
Increase in cash and cash equivalents 1,583 2,535
Exchange movements (21) (291)
Cash and cash equivalents at 1 January 17 9,701 7,457
Cash and cash equivalents at 31 December 17 11,263 9,701
The Scottish American Investment Company P.L.C. 49
1 Principal Accounting Policies
The Financial Statements for the year to 31 December 2021 have
been prepared in accordance with FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ and 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, 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 Board has,
in particular, considered the impact of heightened market volatility
since the Covid-19 pandemic but does not believe 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. Gearing
levels and compliance with borrowing covenants are reviewed by
the Board on a regular basis. The Company has a net current liability
of £68.4m and terms have been agreed to replace the Debenture
at maturity in April 2022 with £80m of long-term private placement
debt at a fixed coupon of 3.12%, £40m maturing in 2045 and
£40m maturing in 2049. 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) (Tax) Regulations 2011. The Company’s primary
third party suppliers, including its Managers and Secretaries,
Depositary and Custodian, Registrar, Auditor and Broker, are not
experiencing significant operational difficulties affecting their
respective services to the Company. Accordingly, the Financial
Statements have been prepared on the going concern basis as it
is the Directors’ opinion having assessed the principal and emerging
risks and other matters including the impact of Covid-19 set out in
the Viability Statement on page 9 which assesses the prospects of
the Company over a period of five years, 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, applicable United Kingdom accounting
standards and with the AIC’s Statement of Recommended
Practice ‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’ issued in November 2014 and updated
in April 2021 with consequential amendments. 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 Directors consider the Company’s functional currency to
be sterling (see consideration in accounting policy (j)) 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.
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.
(b) Investments
Purchases and sales of investments in securities are accounted
for on a trade date basis. Purchases and sales of investments in
property are accounted for on a completion date basis.
Investments in equity securities are held at fair value through profit
or loss upon initial recognition. Investments in bonds are designated
as fair value through profit or loss upon initial recognition. The fair
value of listed security investments traded on an active market is
bid value or, in the case of FTSE 100 constituents or holdings on
certain recognised overseas exchanges, last traded prices. The
fair value of other listed security investments and unlisted security
investments uses valuation techniques, determined by the Directors,
based upon latest dealing prices, stockbroker valuations, net
asset values and other information, as appropriate. Changes in
the fair value of investments in securities and gains and losses on
disposal are recognised as capital items in the Income Statement.
Investments in property are initially recognised at cost, being
the fair value of the consideration given, including associated
transaction costs. After initial recognition, properties are measured
at fair value. Changes in fair value and gains and losses on
disposal are recognised as capital items in the Income Statement.
The fair value of the property investments held at the year end
has been estimated by independent professional valuers in
accordance with the RICS appraisal and valuation manual.
(c) Cash and cash equivalents
Cash includes 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.
(d) 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) Income from debt securities is recognised on an effective
interest rate basis. Where income returns are for a non-fixed
amount, the impact of these returns on the effective interest
rate is recognised once such returns are known. If it is not
probable that a return will be received, its recognition is
deferred until that doubt is removed.
(iii) Unfranked investment income includes the taxes deducted
at source.
(iv) Interest receivable on deposits is recognised on an accruals
basis.
(v) If scrip is taken in lieu of dividends in cash, the net amount
of the cash dividend declared is credited to the revenue
account. Any excess in the value of the shares received over
the amount of the cash dividend foregone is recognised as
capital.
(vi) Rental income, excluding VAT, arising on investment properties,
is accounted for on a straight line basis over the lease term.
(e) Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged through the revenue account except as follows:
(i) where they relate directly to the acquisition or disposal of an
investment, in which case they are recognised as capital; and
(ii) where they are connected with the maintenance or
enhancement of the value of investments. In this respect
investment and property management fees are allocated
25% to revenue and 75% to capital, in line with the Board’s
expectation of returns from the Company’s investments over
the long term in the form of revenue and capital respectively.
Prior to 31 December 2020, the allocation was 35% to revenue
and 65% to capital.
Notes to the Financial Statements
Financial Report
50 Annual Report 2021
2 Income
2021
£’000
2020
£’000
Income from investments
UK dividends 4,499 3,616
UK interest 381 121
Overseas dividends 16,004 13,355
Overseas interest 2,175 985
23,059 18,077
Other income
Deposit interest 2 5
Rental income 4,905 5,456
Other income 14 30
4,921 5,491
Total income 27,980 23,568
Total income comprises
Dividends from financial assets designated at fair value through profit or loss 20,503 16,971
Interest from financial assets designated at fair value through profit or loss 2,556 1,106
Interest from financial assets not at fair value through profit or loss 2 5
Other income not from financial assets 4,919 5,486
27,980 23,568
Financial Report
(f) Long Term Borrowings and Finance Costs
Long term borrowings are carried in the Balance Sheet at
amortised cost, representing the cumulative amount of net
proceeds on issue plus accrued finance costs. The finance costs of
such borrowings are allocated 25% to revenue and 75% to capital,
in line with the Board’s expectation of returns from the Company’s
investments over the long term in the form of revenue and capital
respectively. Prior to 31 December 2020, the allocation was 35%
to revenue and 65% to capital. Finance costs include the difference
between the repayable value on maturity and the proceeds received
on issue which are written off on an effective interest rate basis
over the life of the borrowings. Gains and losses on the repurchase
or early settlement of debt is wholly charged to capital.
(g) Taxation
The tax effect of different items of income and expenditure is
allocated between revenue and capital on the same basis as the
particular item to which it relates, under the marginal method,
using the Company’s effective tax rate for the accounting period.
Deferred taxation is provided on all timing differences, calculated
at the current tax rate relevant to 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.
(h) Foreign Currencies
Transactions involving foreign currencies are converted at the rate
ruling at the time of the transaction. Monetary assets and liabilities
and fixed asset investment in foreign currencies are translated
at the closing rates of exchange at the Balance Sheet date.
Forward foreign exchange contracts are valued at the forward
rate ruling 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.
(i) Capital Reserve
Gains and losses on disposal of investments, changes in fair value
of investments held, exchange differences of a capital nature and
the amounts by which other financial assets and liabilities valued
at fair value differ from their book value are dealt with in this reserve.
Purchases of the Company’s own shares and issuance proceeds
are both recognised in this reserve. 75% of management fees and
finance costs are allocated to the capital reserve in accordance with
the Company’s objective of combining capital and income growth.
(j) Significant Estimates and Judgements
The preparation of the Financial Statements requires the use of
estimates and judgements that affect the reported amounts of
assets and liabilities at the reporting date. However, uncertainty
about those estimates and judgements could result in an actual
outcome which may differ from these estimates.
The Directors believe that the most significant estimation and
uncertainty relates to the valuation of the property portfolio.
External, independent professional valuers who hold a recognised
and relevant professional qualification and have recent experience
in the location and class of the investment property being valued,
are used to determine the property fair values which are based on
recent, comparable market transactions on an arm’s length basis.
Other factors including the condition and location of the property,
rental yields within the market and the length and value of rental
agreements in place, are considered.
The Directors believe that there is one key judgement, being the
functional currency of the Company. Although the Company
invests in investments denominated in currencies other than
sterling, it has been determined that the functional currency is
sterling as the entity is listed on a sterling stock exchange in the
UK, and its investment manager is also UK based. In addition,
the Company’s share capital, expenses and dividends paid are
denominated in sterling.
The Scottish American Investment Company P.L.C. 51
3 Management Fees
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
2020
Revenue
£’000
2020
Capital
£’000
2020
Total
£’000
Investment management fee 880 2,640 3,520 950 1,764 2,714
Property management fee 93 280 373 147 273 420
973 2,920 3,893 1,097 2,037 3,134
Details of the Investment Management Agreement and Property Management Agreement are disclosed on page 26. Baillie Gifford & Co
Limited’s annual management fee is 0.45% of the first £500 million of total assets and 0.35% of the remaining total assets, total assets being
the value of all assets held (excluding the property portfolio) less all liabilities, other than any liability in the form of debt intended for
investment purposes, calculated on a quarterly basis. Prior to 1 April 2020, the annual management fee was 0.45% of total assets less
current liabilities, excluding the property portfolio, calculated on a quarterly basis. No secretarial fee is payable. OLIM Property Limited
receives an annual fee of 0.5% of the value of the property portfolio, subject to a minimum quarterly fee of £6,250.
4 Other Administrative Expenses – all charged to revenue
2021
£’000
2020
£’000
General administrative expenses 772 818
Custodian/depositary fees 257 178
Auditor’s remuneration for audit services 65 51
*
Auditor’s remuneration for non-audit services – reporting on debenture covenants 5 2
Directors’ fees (see Directors’ Remuneration Report on page 36) 153 172
1,252 1,221
* The Auditor’s remuneration for audit services for 2020 was £47,500, the remainder relates to fees incurred during the 2019 audit but
charged after the 31 December 2019 year end.
5 Finance Costs of Borrowings
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
2020
Revenue
£’000
2020
Capital
£’000
2020
Total
£’000
Financial liabilities not at fair value
through profit or loss
Debenture interest 1,382 4,146 5,528 1,952 3,626 5,578
Loan notes interest 44 132 176
1,426 4,278 5,704 1,952 3,626 5,578
6 Tax on Ordinary Activities
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
2020
Revenue
£’000
2020
Capital
£’000
2020
Total
£’000
UK corporation tax 753 (753) 474 (474)
Overseas taxation 1,777 1,777 1,355 1,355
Double taxation relief (21) 21 (50) 50
2,509 (732) 1,777 1,779 (424) 1,355
Financial Report
52 Annual Report 2021
6 Tax on Ordinary Activities (continued)
2021
£’000
2020
£’000
The tax charge for the year is lower than the standard rate of corporation tax
in the UK of 19% (2020 – 19%)
The differences are explained below:
Net return on ordinary activities before taxation 158,762 86,500
Net return on ordinary activities before taxation multiplied by the standard rate of corporation tax
in the UK of 19% (2020 – 19%) 30,165 16,435
Capital returns not taxable (26,910) (13,844)
Income not taxable (3,870) (3,191)
Taxable loss not utilised 615 600
Overseas tax 1,777 1,355
Total tax charge for the year 1,777 1,355
As at 31 December 2021 the Company had a potential deferred tax asset of £9,840,000 (2020 – £6,859,000) in respect of tax losses and
disallowed interest which are available to be carried forward and offset against future taxable profits. A deferred tax asset has not been
recognised on these amounts as it is considered unlikely that the Company will make suitable taxable profits in excess of deductible
expenses in future periods. The unrecognised deferred tax asset has been calculated using a corporation tax rate of 25% (2020 – 19%).
On 3 March 2021, the UK Government announced its intention to increase the rate of UK corporation tax from 19% to 25% from 1 April
2023 and this was subsequently substantively enacted on 24 May 2021.
7 Net Return per Ordinary Share
2021
Revenue
2021
Capital
2021
Total
2020
Revenue
2020
Capital
2020
Total
Net return per ordinary share 12.79p 79.20p 91.99p 11.41p 44.04p 55.45p
Revenue return per ordinary share is based on the net revenue on ordinary activities after taxation of £21,820,000 (2020 – £17,519,000) and
on 170,652,354 (2020 – 153,553,731) ordinary shares of 25p, being the weighted average number of ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital gain for the financial year of £135,165,000 (2020 – net capital gain of £67,626,000),
and on 170,652,354 (2020 – 153,553,731) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
There are no dilutive or potentially dilutive shares in issue.
8 Ordinary Dividends
2021 2020 2021
£’000
2020
£’000
Amounts recognised as distributions in the year:
Previous year’s final (paid 9 April 2021) 3.00p 3.00p 4,965 4,447
First interim (paid 23 June 2021) 3.05p 3.00p 5,204 4,538
Second interim (paid 20 September 2021) 3.075p 3.00p 5,308 4,666
Third interim (paid 17 December 2021) 3.175p 3.00p 5,561 4,805
12.30p 12.00p 21,038 18,456
We also set out below the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements
of section 1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution out of current year profits by way of
dividend for the year is £
21,820,000
(2020 – £
17,519,000
).
2021 2020 2021
£’000
2020
£’000
Dividends paid and payable in respect of the year:
First interim (paid 23 June 2021) 3.05p 3.00p 5,204 4,538
Second interim (paid 20 September 2021) 3.075p 3.00p 5,308 4,666
Third interim (paid 17 December 2021) 3.175p 3.00p 5,561 4,805
Current year’s proposed final dividend (payable 8 April 2022) 3.375p 3.00p 5,927 4,965
12.675p 12.00p 22,000 18,974
Financial Report
The Scottish American Investment Company P.L.C. 53
9 Investments
As at 31 December 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Securities
Listed equities/funds 889,142 265 889,407
Bonds 11,984 36,966 48,950
Property
Freehold 74,900 74,900
Total financial asset investments 901,126 36,966 75,165 1,013,257
As at 31 December 2020
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Securities
Listed equities/funds 677,604 265 677,869
Bonds 40,775 40,775
Property
Freehold 84,900 84,900
Total financial asset investments 677,604 40,775 85,165 803,544
Investments in securities are financial assets designated at fair value through profit or loss on initial recognition. In accordance with FRS 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).
Financial Report
54 Annual Report 2021
9 Investments (continued)
Equities *
£’000
Bonds
£’000
Property
£’000
Total
£’000
Cost of investments at 31 December 2020 422,310 39,365 65,436 527,111
Investment holding gains at 31 December 2020 255,559 1,410 19,464 276,433
Value of investments at 31 December 2020 677,869 40,775 84,900 803,544
Analysis of transactions during the year:
Purchases at cost 155,959 12,038 241 168,238
Sales proceeds received (74,492) (1,538) (23,920) (99,950)
Amortisation of fixed income book cost (227) (227)
Gains/(losses) on investments 130,071 (2,098) 13,679 141,652
Value of investments at 31 December 2021 889,407 48,950 74,900 1,013,257
Cost of investments at 31 December 2021 534,285 49,617 49,176 633,078
Investment holding gains/(losses) at 31 December 2021 355,122 (667) 25,724 380,179
Value of investments at 31 December 2021 889,407 48,950 74,900 1,013,257
* Includes funds.
The company received £99,950,000 (2020 – £67,920,000) from investments sold in the year. The book cost of these investments when they
were purchased was £62,044,000 (2020 – £77,371,000). 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.
The purchases and sales proceeds figures above include transaction costs of £113,000 (2020 – £105,000) and £290,000 (2020 – £40,000)
respectively.
The property was valued on an open market basis by Savills as at 31 December 2021.
2021
£’000
2020
£’000
Gains/(losses) on investments
Securities:
Gains/(losses) on sales 30,487 (9,451)
Changes in investment holding gains 97,486 82,565
127,973 73,114
Property:
Gains on sales 7,419
Changes in investment holding gains 6,260 42
13,679 42
141,652 73,156
Of the gains on sales during the year of £37,906,000 (2020 – losses of £9,451,000) a net gain of £14,491,000 (2020 – net gain of £3,456,000)
was included in investment holding gains at the previous year end.
10
Debtors
2021
£’000
20209
£’000
Amounts falling due within one year:
Accrued income and prepaid expenses 2,370 1,717
Taxation recoverable 1,340 814
3,710 2,531
Financial Report
The Scottish American Investment Company P.L.C. 55
11
Creditors – amounts falling due within one year
2021
£’000
2020
£’000
Interest payable 1,513 1,438
Rental income prepaid 136 974
Other creditors and accruals 1,442 1,301
8% Debenture Stock 80,236
83,327 3,713
Included in other creditors and accruals is £957,000 (2020 – £761,000) in respect of the management fees.
Debenture stock
The 8% Debenture Stock 2022 is redeemable at par value on 10 April 2022. It is secured by a floating charge over the property of the
Company. Under the terms of the Debenture Agreement, total borrowings should not exceed net assets and the Company cannot
undertake share buy-backs if this would result in total borrowings exceeding 66.67%.
The carrying value of the 8% Debenture Stock, which is measured at amortised cost (see note 1(f) on page 50, has been calculated as
follows:
2021
£’000
2020
£’000
Nominal value of 8% Debenture Stock 80,000 80,000
Premium less issue expenses 11,009 11,009
91,009 91,009
Net amortisation in prior years (9,901) (9,079)
Net amortisation during the year (872) (822)
Carrying value of 8% Debenture Stock at end of year 80,236 81,108
12
Creditors – amounts falling due after more than one year
2021
£’000
2020
£’000
£15m Series C 2.23% 25 June 2036 14,925
8% Debenture Stock 81,108
14,925 81,108
During the year, the Company issued £15 million of long-term secured privately placed notes (‘loan notes’) with a fixed coupon of 2.23%
and a repayment date of 25 June 2036.
The main covenants which are tested monthly are that net tangible assets shall not fall below £120,000,000 and gross borrowings shall
not exceed 40% of the Company’s adjusted assets.
13
Share Capital
2021
Number
2021
£’000
2020
Number
2020
£’000
Allotted, called up and fully paid ordinary shares of 25p each 175,600,943 43,900 162,595,943 40,649
During the year, 13,005,000 (2020 – 15,075,000) shares were issued at a premium to net asset value raising proceeds of £63,076,000
(2020 – £63,985,000). At 31 December 2021 the Company had authority to buy back 24,594,234 ordinary shares and to allot 6,054,189
ordinary shares without application of pre-emption rights in accordance with the authorities granted at the AGM in April 2021. No shares
were bought back during the year.
Financial Report
56 Annual Report 2021
14
Capital and Reserves
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 January 2021 40,649 112,751 22,781 538,575 16,406 731,162
Gains on investments – securities 127,973 127,973
Gains on investments – property 13,679 13,679
Shares issued 3,251 59,825 63,076
Management fees charged to capital (2,920) (2,920)
Finance costs charged to capital (4,278) (4,278)
Taxation credit to capital 732 732
Other exchange differences (21) (21)
Revenue return on ordinary activities
after taxation 21,820 21,820
Dividends paid in the year _ _ _ (21,038) (21,038)
At 31 December 2021 43,900 172,576 22,781 673,740 17,188 930,185
The Capital Reserve includes unrealised investment holding gains of £380,179,000 (2020 – gains of £276,433,000) as detailed in note 9.
The revenue reserve and the capital reserve (to the extent it constitutes realised profits) are distributable.
15
Net Asset Value per Ordinary Share
The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end were as follows:
2021 2020 2021
£’000
2020
£’000
Ordinary shares of 25p 529.7p 449.7p 930,185 731,162
Net asset value per ordinary share is based on the net assets as shown above and on 175,600,943 (2020 – 162,595,943) ordinary shares,
being the number of ordinary shares in issue at the year end.
16 Related Party Transactions
The Directors’ fees for the year and interests in the Company’s shares at the end of the year are detailed in the Directors’ Remuneration
Report on pages 36 and 37.
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.
The management fee due to Baillie Gifford and Co Limited is set out in note 3 on page 51 and the amount accrued at 31 December 2021
is set out in note 11 on page 55. Details of the Investment Management Agreement are set out on page 26.
17
Analysis of Change in Net Debt
1 January
2021
£’000
Cash
Flows
£’000
Exchange
Movement
£’000
Cost of
issuance
£’000
Other
non-cash
changes
£’000
31 December
2021
£’000
Cash and cash equivalents 9,701 1,583 (21) 11,263
Debenture Stock due in less than one year (80,236) (80,236)
Debenture Stock due in more than one year (81,108) 81,108
Loan notes due in more than one year (15,000) 77 (2) (14,925)
Total (71,407) (13,417) (21) 77 870 (83,898)
Financial Report
The Scottish American Investment Company P.L.C. 57
18 Financial Instruments
As an investment trust, the Company invests in equities and makes other investments so as to secure its investment objective of increasing
capital and growing income in order to deliver real dividend growth. The Company borrows money when the Board and Managers have
sufficient conviction that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing. In pursuing its
investment objective, the Company is exposed to a variety of risks that cause short term variation in the Company’s net assets and could
result in either a reduction in the Company’s net assets or a reduction in the profits available for dividend.
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 reduction
in the Company’s net assets or its profits available for dividend rather than to minimise the short term volatility.
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 reviews and
agrees policies for managing these risks and the Company’s Investment Manager both assesses the exposure to market risk when making
individual investment decisions and monitors 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.
Currency Risk
Certain 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 Investment Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis. The Investment
Manager assesses 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.
Forward currency contracts are used periodically to limit the Company’s exposure to anticipated future changes in exchange rates which
might otherwise adversely affect the value of the portfolio of investments. Where appropriate, they are used also to achieve the portfolio
characteristics that assist the Company in meeting its investment objectives. The Company had no foreign currency contracts in place
during the years to 31 December 2021 or 2020. Cash amounts received in foreign currencies are converted to sterling on a regular basis.
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 December 2021
Investments
£’000
Cash and
cash
equivalents
£’000
Debentures
and loan
notes
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
US dollar 381,340 51 611 382,002
Euro 121,430 86 248 121,764
Swiss franc 87,711 1,015 88,726
Hong Kong dollar 62,857 71 62,928
Australian dollar 45,437 45,437
Taiwan dollar 36,384 105 36,489
Danish krone 29,525 110 29,635
Swedish krona 18,442 18,442
Brazilian real 13,013 149 13,162
Chinese yuan 10,357 10,357
Japanese yen 5,836 5,836
Other overseas currencies 33,835 181 34,016
Total exposure to currency risk 846,167 137 2,490 848,794
Sterling 167,090 11,126 (95,161) (1,664) 81,391
1,013,257 11,263 (95,161) 826 930,185
* Includes net non-monetary assets of £169,000.
Financial Report
58 Annual Report 2021
18 Financial Instruments (continued)
At 31 December 2020
Investments
£’000
Cash and
cash
equivalents
£’000
Debentures
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
US dollar 298,021 37 525 298,583
Euro 89,097 98 16 89,211
Hong Kong dollar 65,532 65,532
Swiss franc 62,273 686 62,959
Australian dollar 29,207 29,207
Brazilian real 21,221 28 21,249
Swedish krona 13,612 13,612
Danish krone 13,349 66 13,415
Japanese yen 12,973 12,973
Taiwan dollar 5 5
Chinese yuan
Other overseas currencies 31,300 311 31,611
Total exposure to currency risk 636,585 135 1,637 638,357
Sterling 166,959 9,566 (81,108) (2,612) 92,805
803,544 9,701 (81,108) (975) 731,162
* Includes net non-monetary assets of £73,000.
Currency Risk Sensitivity
At 31 December 2021, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net assets
and total return on ordinary activities 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 a similar but opposite effect on the financial statement amounts.
The analysis is performed on the same basis for 2020.
2021
£’000
2020
£’000
US dollar 19,100 14,929
Euro 6,088 4,461
Swiss franc 4,436 3,148
Hong Kong dollar 3,146 3,277
Australian dollar 2,272 1,460
Taiwan dollar 1,825
Danish krone 1,482 671
Swedish krona 922 681
Brazilian real 658 1,062
Chinese yuan 518
Japanese yen 292 649
Other overseas currencies 1,701 1,580
42,440 31,918
Financial Report
The Scottish American Investment Company P.L.C. 59
18 Financial Instruments (continued)
Interest Rate Risk
Interest rate movements may affect directly:
the fair value of the investments in fixed interest rate securities;
the level of income receivable on cash deposits;
the fair value of the Company’s fixed-rate borrowings; and
the interest payable on any variable rate borrowings which the Company may take out.
Interest rate movements may also impact upon the market value of the Company’s investments other than its 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 finances part of its activities through borrowings at approved levels. The amount of 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 fair 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.
The interest rate risk profile of the Company’s financial assets and liabilities at 31 December is shown below.
Financial Assets
2021
Fair value
£’000
2021
Weighted
average
interest rate
2021
Weighted
average fixed
rate period *
2020
Fair value
£’000
2020
Weighted
average
interest rate
2020
Weighted
average fixed
rate period *
Fixed rate:
Sterling denominated bonds 3,038 6.31% 4 years 3,142 5.08% 5 years
Euro denominated bonds 5,728 4.47% 10 years 4,282 3.67% 3 years
US dollar denominated bonds 24,647 4.09% 17 years 18,379 3.82% 9 years
Dominican peso denominated bonds 2,470 6.02% 2 years 2,384 7.35% 3 years
Indonesian rupiah denominated bonds 4,462 6.63% 16 years 2,500 6.05% 8 years
Peruvian sol denominated bonds 1,856 6.08% 11 years 2,458 3.81% 12 years
Floating rate:
Brazilian bonds (interest rate linked
to Brazilian CPI) 4,248 9.36% 23 years 5,107 7.79% 24 years
Mexican bonds (interest rate linked
to Mexican CPI) 2,501 7.29% 19 years 2,523 6.86% 20 years
Cash and short term deposits:
Other overseas currencies 137 n/a 135 n/a
Sterling 11,126 n/a 9,566 0.08% n/a
* Based on expected maturity/redemption date.
Financial Liabilities
2021
£’000
2020
£’000
The interest rate risk profile of the Company’s financial liabilities at 31 December was:
Fixed rate – sterling 95,161 81,108
The maturity profile of the Company’s financial liabilities at 31 December was:
In less than one year 80,236
In more than one year, but not more than two years 81,108
In more than five years 14,925
Interest Rate Risk Sensitivity
An increase of 100 basis points in bond yields as at 31 December 2021 would have decreased total net assets and total return on ordinary
activities by £1,227,000 (2020 – £2,807,000) and would have decreased the net asset value per share (with borrowings at fair value) by 0.7p
(2020 – decrease of 1.1p). A decrease of 100 basis points would have had an equal but opposite effect.
Financial Report
60 Annual Report 2021
18 Financial Instruments (continued)
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 Investment Manager. 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.
Other Price Risk Sensitivity
A full list of the Company’s investments is shown on pages 20 to 22. In addition, various analyses of the portfolio by asset class and
industrial sector are contained in the Strategic Report.
95.6% of the Company’s net assets are invested in quoted equities. A 5% increase in quoted equity valuations at 31 December 2021 would
have increased total assets and total return on ordinary activities by £44,470,000 (2020 – £33,880,000). A decrease of 5% would have had an
equal but opposite effect. 8.1% of the Company’s net assets are invested in direct property.
Property Sensitivity Analysis
The valuations of investment properties are sensitive to changes in the assumed significant unobservable inputs. A significant increase/
(decrease) in market rental values in isolation would result in a significantly higher/(lower) fair value of the properties. A significant increase/
(decrease) in the all risks yield in isolation would result in a significantly (lower)/higher fair value.
There are interrelationships between the yields and rental values as they are partially determined by market rate conditions.
The sensitivity of the valuation to changes in the most significant inputs per class of investment property are shown below:
Estimated movement in fair value of investment
properties at 31 December 2021 arising from:
Retail and
leisure
£’000
Office *
£’000
Industrial
£’000
Other
£’000
Total
£’000
Increase in rental value
150 750 900
Decrease in rental value
(150) (750) (900)
Increase in yield by 0.5% 4,300 2,450 350 7,100
Decrease in yield by 0.5% (3,600) (1,950) (425) (5,975)
* The property in the Office category was sold during the year to 31 December 2021.
An increase of 5% and a decrease of 5% in rental value was applied to all properties with the exception of New Romney where an increase
of 10% and a decrease of 7% in rental value was applied.
Estimated movement in fair value of investment
properties at 31 December 2020 arising from:
Retail and
leisure
£’000
Office
£’000
Industrial
£’000
Other
£’000
Total
£’000
Increase in rental value by 5% 150 200 450 800
Decrease in rental value by 5% (150) (150) (450) (750)
Increase in yield by 0.5% 3,500 1,100 1,650 550 6,800
Decrease in yield by 0.5% (3,150) (1,050) (1,350) (450) (6,000)
This represents the best estimate of a reasonable possible shift in market rental values and yield, having regard to historical volatility of the
value and yield.
In arriving at the valuations for 31 December 2021, Savills considered the calibre and diversity of the tenants, length of lease term and
whether tenants had been adversely impacted as a result of Covid-19 and concluded that the valuations reflected prevailing market
conditions.
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 Company’s holdings in direct property and unlisted investments, which are not considered to be readily realisable, amount to 8.1%
of net assets at 31 December 2021 (2020 – 11.6%). The Company has the power to take out borrowings, which give it access to additional
funding when required.
The Board gives guidance to the Investment Managers as to the maximum amount of the Company’s resources that should be invested
in any one holding and to the maximum aggregate exposure to any one entity (see investment policy on page 6). The Board also sets
parameters for the degree to which the Company’s net assets are invested in quoted equities.
Financial Report
The Scottish American Investment Company P.L.C. 61
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 Investment Manager makes 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 Board regularly receives information from the Investment Manager on the credit ratings of those bonds and other securities in
which the Company has invested;
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 Depositary has delegated the custody function to The Bank of New York Mellon (International) Limited.
Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities held by the custodian to be
delayed. The Investment Manager monitors 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 Investment Manager.
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;
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 Investment Manager of
the creditworthiness of that counterparty. The Company’s aggregate exposure to each such counterparty is monitored regularly by the
Board; and
cash is only held at banks that are regularly reviewed by the Managers.
Credit Risk Exposure
The exposure to credit risk at 31 December was:
2021
£’000
2020
£’000
Bonds 48,950 40,775
Cash and short term deposits 11,263 9,701
Debtors and prepayments 3,710 2,531
Deferred expenses 207 207
64,130 53,214
None of the Company’s financial assets are past due or impaired.
Fair Value of Financial Assets and Financial Liabilities
The Directors are of the opinion that the financial assets and liabilities of the Company are stated at fair value in the Balance Sheet with the
exception of the long term borrowings which are stated at amortised cost. The fair value (determined as the asking price as traded on an
active market) of the debenture stock is shown below.
2021
Nominal
£’000
2021
Book
£’000
2021
Fair
£’000
2020
Nominal
£’000
2020
Book
£’000
2020
Fair
£’000
8% debenture stock 2022 80,000 80,236 82,500 80,000 81,108 86,928
2.23% Series C loan notes 2036 15,000 14,925 14,922
95,000 95,161 97,422 80,000 81,108 86,928
Capital Management
The capital of the Company is its share capital and reserves as set out in notes 13 and 14 together with its borrowings (see notes 11 and 12).
The objective of the Company is to deliver real dividend growth by increasing capital and growing income. The Company’s investment
policy is set out on page 6. 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 7 and 8 and on pages 31
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 borrowings which are detailed in note notes 11 and 12.
19 Subsequent Events
The purchase of an additional property, a hotel, was completed by the Company on 14 January 2022. The cost of the purchase was £7.75m
and was funded through the sale of equities in the portfolio.
Financial Report
62 Annual Report 2021
Cost-effective Ways to Buy and Hold Shares in SAINTS
Information on how to invest in SAINTS can be found at saints-it.com.
You should note that tax rates and reliefs may change at any time
and their value depends on your circumstances.
The favourable tax treatment of ISAs may change.
The Company is listed on the London Stock Exchange and is not
authorised or regulated by the Financial Conduct Authority.
Further details of the risks associated with investing in the
Company, including how charges are applied, can be found at
saints-it.com, or by calling Baillie Gifford on 0800 917 2112.
The information and opinions expressed within this Annual Report
and Financial Statements are subject to change without notice.
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.
Risks
— Past performance is not a guide to future performance.
— SAINTS is a listed UK Company. 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.
— SAINTS has borrowed 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 these
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 gearing will increase
the amount of this loss.
— SAINTS can buy back its own shares. The risks from
borrowing, referred to above, are increased when a company
buys back its own shares.
— SAINTS 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.
— SAINTS invests in emerging markets where difficulties in
dealing, settlement and custody could arise, resulting in a
negative impact on the value of your investment.
— SAINTS invests in corporate bonds which are generally
perceived to carry a greater possibility of capital loss than
investment in, for example, higher rated UK government
bonds. Bonds issued by companies and governments may
be adversely affected by changes in interest rates and
expectations of inflation.
— Share prices may either be below (at a discount) or above
(at a premium) the net asset value (NAV). The Company may
issue new shares when the price is at a premium which will
reduce the share price. Shares bought at a premium can
therefore quickly lose value.
— 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 that SAINTS might receive upon
their sale.
— SAINTS can make use of derivatives. The use of derivatives
may impact on its performance.
— SAINTS has some direct property investments which may be
difficult to sell. Valuations of property are only estimates based
on the valuer’s opinion. These estimates may not be achieved
when the property is sold.
— SAINTS charges 75% of its investment management fee,
borrowing costs and property management fee to capital,
which reduces the capital value. Also, where income is low,
the remaining expenses may be greater than the total income
received, meaning the Company may not pay a dividend and
the capital value could be further reduced.
Shareholder Information
The Scottish American Investment Company P.L.C. 63
Trust Magazine
Promoting SAINTS
Baillie Gifford carries out extensive marketing activity to promote
SAINTS to institutional, intermediary and direct investors.
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
SAINTS. For a copy of Trust, please contact the Baillie Gifford
Client Relations Team.
SAINTS on the Web
Up-to-date information about SAINTS, including a monthly
commentary, recent portfolio information and performance figures
can be found on SAINTS’ page of the Managers’ website at
saints-it.com.
You can also find a brief history of SAINTS, an explanation of the
effects of gearing and a flexible performance reporting tool.
If you are interested in investing directly in SAINTS, you can do so
online. There are a number of companies offering real time online
dealing services – find out more on the Platforms section of the
Managers’ website: bailliegifford.com.
Suggestions and Questions
Any suggestions on how communications with shareholders can
be improved are welcomed, so please contact the Baillie Gifford
Client Relations Team (see contact details below) and give them
your suggestions. They will also be very happy to answer
questions that you may have about SAINTS.
Client Relations Team Contact Details
Telephone: 0800 917 2112
Your call may be recorded for training or monitoring purposes.
Email: trustenquiries@bailliegifford.com
Website: bailliegifford.com
Client Relations Team
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
SAINTS specific queries
Please use the following contact details:
Email: saints@bailliegifford.com
Website: saints-it.com
Please note that Baillie Gifford is not permitted to give
financial advice. If you would like advice please ask an
authorised intermediary.
An online version of Trust can be found at
bailliegifford.com/trust.
A SAINTS web page at saints-it.com
Communicating with Shareholders
Shareholder Information
64 Annual Report 2021
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 SAINTS you can do so online. There are a
number of companies offering real time online dealing services –
find out more by visiting the investment trust pages at
bailliegifford.com.
Sources of Further Information on the Company
The price of shares is quoted daily in the Financial Times and can
also be found on SAINTS’ page of the Baillie Gifford website at
saints-it.com, Trustnet at trustnet.com and on other financial
websites. Company factsheets are also available on the Baillie
Gifford website and are updated monthly. These are available from
Baillie Gifford on request.
SAINTS Share Identifiers
ISIN GB0007873697
Sedol 0787369
Ticker SAIN
Legal Entity Identifier 549300NF03XVC5IFB447
AIC
The Company is a member of the Association of Investment
Companies.
Dividend Dates
The table below gives the actual and anticipated quarterly
dividend dates.
The ex-dividend date is the date on which entitlement to receive
the net dividend is established. The record date is the date on
which shares must be registered following purchase to receive the
dividend direct. Otherwise you will have to claim it from the agent
through whom you purchased your shares. The DRIP election
date is the final date for electing to participate in the Dividend
Reinvestment Plan (see page 65 for more details) for that dividend.
Dividend Dates for 2022
Final
2021
First
interim *
Second
interim *
Third
interim *
Dividend announced 11/2/22 19/5/22 28/7/22 2/11/22
Ex-dividend date 3/3/22 26/5/22 11/8/22 17/11/22
Record date 4/3/22 27/5/22 12/8/22 18/11/22
DRIP election date 18/3/22 1/6/22 30/8/22 25/11/22
Dividend paid 8/4/22 22/6/22 20/9/22 16/11/22
* Anticipated dates.
Interest
Interest is paid on the 8% Debenture Stock in April and October.
Announcement of Results and Reports
SAINTS’ results for the half year to 30 June will be announced
in July and the results for the year to 31 December will be
announced in mid February. The Interim Report will be posted
to shareholders in August and the Annual Report in early March.
The 2022 AGM is being held on 5 April.
How You are Taxed
Capital As an investment trust, SAINTS pays no capital gains
tax. This means that, while assets remain invested in SAINTS,
they are managed free of such tax. However, should you
decide to sell your SAINTS’ shares, you may be subject to
capital gains tax.
If you held SAINTS’ shares on or before 31 March 1982 the
market value of the ordinary shares (adjusted for present
capital) on that date of 33.125p will be required for your
capital gains tax computation.
Income The dividends you receive from your SAINTS’ shares
are taxed as income. With effect from 6 April 2018, the individual
annual tax free allowance is £2,000 across all dividend income,
above which there is a tax liability. Dividends received should
be declared on your Tax Return. For further information,
please visit the hmrc.gov.uk website.
Shareholders are recommended to consult their professional
adviser as to their tax position.
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 1282. 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.
By quoting the reference number on your share certificate you
can check your holding on the Registrar’s 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, in electronic format;
— update bank mandates and change address details;
— use online dealing services; and
— pay dividends directly into your overseas bank account
in your chosen local currency.
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).
Further Shareholder Information
Shareholder Information
The Scottish American Investment Company P.L.C. 65
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 in to investorcentre.co.uk and follow the
instructions or telephone 0370 707 1694.
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 1282.
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.
SAINTS 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.
Analysis of Shareholders at 31 December
2021
Number of
shares held
2021
%
2020
Number of
shares held
2020
%
Institutions 22,007,437 12.5 22,319,029 13.7
Intermediaries 140,032,299 79.7 126,135,827 77.6
Individuals 13,105,440 7.5 13,683,336 8.4
Marketmakers 455,767 0.3 457,751 0.3
175,600,943 100.0 162,595,943 100.0
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
saints-it.com
.
Automatic Exchange of Information
In order to fulfil its legal obligations under UK tax legislation relating
to the automatic exchange of information, The Scottish American
Investment Company P.L.C. 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, The Scottish American
Investment Company P.L.C. 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.
S
hareholders, 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.
The Financial Statements have been approved by the Directors
of The Scottish American Investment Company P.L.C.
Shareholder Information
66 Annual Report 2021
Notice of Annual General Meeting
Notice is hereby given that the one hundred and forty ninth
Annual General Meeting of The Scottish American Investment
Company P.L.C. (‘SAINTS’) will be held at the Registered Office
of the Company, Calton Square, 1 Greenside Row, Edinburgh,
EH1 3AN on Tuesday 5 April 2022 at 12.30pm. The current
intention is that the Portfolio Managers responsible for SAINTS
will give a short presentation on the investment outlook.
Covid-19 – Important note regarding potential
arrangements for the Annual General Meeting (AGM)
Following the recent relaxation of Government restrictions in
relation to Covid-19, the Board expects to be able to welcome
shareholders to the meeting. However, should public health
advice and Government measures change, 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. In this event, there will not be a presentation from
the Managers. The Board will monitor developments and any
changes will be updated on the Company’s website. 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 12.30pm on 1 April 2022. We would encourage
shareholders to monitor the Company’s website at saints-it.com.
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.
Ordinary Business
To consider, and, if thought fit, to pass the following resolutions
as ordinary resolutions:
1. To receive and adopt the Financial Statements of the
Company for the year to 31 December 2021 with the Reports
of the Directors and of the Independent Auditor thereon.
2. To approve the Directors’ Annual Report on Remuneration
for the year to 31 December 2021.
3. To declare a final dividend.
4. To re-elect Bronwyn Curtis as a Director.
5. To re-elect Lord Macpherson of Earl’s Court as a Director.
6. To re-elect Dame Mariot Leslie as a Director.
7. To re-elect Karyn Lamont as a Director.
8. To appoint Ernst & Young 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.
9. To authorise the Directors to determine the remuneration of
the Independent Auditor of the Company.
10. That, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the
date hereof, the Directors of the Company be and they are
hereby generally and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 (the ‘Act’) to
exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for or to convert
any security into shares in the Company (‘Securities’) provided
that such authority shall be limited to the allotment of shares
and the grant of rights in respect of shares with an aggregate
nominal value of up to £14,656,946.00 (representing
approximately 33 per cent. of the nominal value of the issued
share capital as at 9 February 2022), such authority to expire
at the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution or on the expiry
of 15 months from the passing of this resolution, whichever is
the earlier, unless previously revoked, varied or extended by
the Company in a general meeting, save that the Company
may at any time prior to the expiry of this authority make an
offer or enter into an agreement which would or might require
Securities to be allotted or granted after the expiry of such
authority and the Directors shall be entitled to allot or grant
Securities in pursuance of such an offer or agreement as if
such authority had not expired.
Shareholder Information
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
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
Tuesday, 5 April 2022 at 12:30pm.
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.
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
The Scottish American Investment Company P.L.C. 67
To consider and, if thought fit, to pass resolution 11 as a special
resolution:
11. That, subject to the passing of resolution 10 above, and in
substitution for any existing power but without prejudice to the
exercise of any such power prior to the date hereof, the
Directors of the Company be and they are hereby generally
empowered, 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 authority
given by resolution 10 above and by the sale of treasury
shares as if section 561(1) of the Act did not apply to any
such allotment of equity securities, provided that this power:
(a) expires at the conclusion of the next Annual General Meeting
of the Company after the passing of this resolution or on
the expiry of 15 months from the passing of this resolution,
whichever is the earlier, save that the Company may,
before such expiry, make an offer or agreement which
would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in
pursuance of any such offer or agreement as if the power
conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities up
to an aggregate nominal value of £4,397,523.50 being
approximately 10% of the nominal value of the issued
share capital of the Company, as at 9 February 2022.
To consider and, if thought fit, to pass resolution 12 as an ordinary
resolution:
12. That the Directors be authorised, for the purposes of LR
15.4.11 of the Listing Rules of the UK Listing Authority, to
issue further ordinary shares (including selling treasury shares)
for cash at a price below the net asset value per share of
those shares (with borrowings valued at book) without first
offering those shares pro rata to existing shareholders.
To consider and, if thought fit, to pass resolution 13 as a special
resolution:
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 and is hereby generally and
unconditionally authorised, pursuant to and 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 fully paid ordinary shares of 25 pence each in the
capital of the Company (‘ordinary shares’) (either for retention
as treasury shares or for cancellation), provided that:
(a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 26,367,551, or, if less, the
number representing approximately 14.99% of the issued
ordinary share capital of the Company as at the date of
the passing of this resolution;
(b) the minimum price (excluding expenses) which may be
paid for each ordinary share is 25 pence;
(c) the maximum price (excluding expenses) which may be paid
for each ordinary share 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 of the last independent trade and the
highest current independent bid as stipulated by
Article 5(1) of Commission Regulation (EC)
22 December 2003 implementing the Market Abuse
Directive as regards exemptions for buy back
programmes and stabilisation of financial instruments
(No. 2273/2003); and
(d) unless previously varied, revoked or renewed by the
Company in a general meeting, the authority hereby
conferred shall expire at the conclusion of the Company’s
Annual General Meeting to be held in respect of the
financial year ending 31 December 2022, save that the
Company may, prior to such expiry, enter into a contract 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.
By order of the Board
Baillie Gifford & Co Limited
Company Secretary
3 March 2022
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 two days
(excluding non-working days) before the time of the meeting
or 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.
Shareholder Information
68 Annual Report 2021
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
2 days (excluding non-working days) before the time of the
meeting or any adjournment. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST 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 providers 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 providers 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 Annual General Meeting (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 2 days (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.
11. The members of the Company 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 accounts, including the Auditor’s
report and the conduct of the audit. The Company will be
required to do so once it has received such requests from
either members representing at least 5% of the total voting
rights of the Company or at least 100 members who have a
relevant right to vote and hold shares in the Company on
which there has been paid up an average sum per member
of at least £100. Such requests must be made in writing and
must state your full name and address and be sent to the
Company at Calton Square, 1 Greenside Row, Edinburgh,
EH1 3AN.
12. 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 saints-it.com.
13. Members have the right to ask questions at the meeting in
accordance with section 319A of the Companies Act 2006.
14. As at 9 February 2022 (being the last practicable date prior
to the publication of this notice) the Company’s issued share
capital consisted of 175,900,943 ordinary shares, carrying
one vote each. Therefore, the total voting rights in the
Company as at 9 February 2022 were 175,900,943 votes.
15. Any person holding 3% or more of the total voting rights of
the Company who appoints a person other than the Chairman
of the meeting as his/her proxy will need to ensure that both
he/she and his/her proxy complies with their respective
disclosure obligations under the UK Disclosure and
Transparency Rules.
16. No Director has a contract of service with the Company.
Shareholder Information
The Scottish American Investment Company P.L.C. 69
In accordance with the AIFM 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 remuneration policy is available at bailliegifford.com
or on request (see contact details on the back cover) and the
numerical remuneration disclosures in respect of the AIFM’s
relevant reporting period are available at bailliegifford.com.
Alternative Investment Fund Managers (AIFM) Regulations
The Company’s maximum and actual leverage levels (see
Glossary of Terms and Alternative Performance Measures on
pages 70 and 71) at 31 December 2021 are shown below:
Leverage
Gross method Commitment method
Maximum limit 3.00:1 2.00:1
Actual 1.09:1 1.10:1
Source: FTSE International Limited (‘FTSE’) © FTSE 2022.
‘FTSE®’ is a trade mark of the London Stock Exchange Group
companies and is used by FTSE International Limited under
licence. All rights in the FTSE indices and/or FTSE ratings vest in
FTSE and/or its licensors. Neither FTSE nor its licensors accept
any liability for any errors or omissions in the FTSE indices and/or
FTSE Index Data
FTSE ratings or underlying data and no party may rely on any
FTSE indices, ratings and/or underlying data contained in this
communication. No further distribution of FTSE Data is permitted
without FTSE’s express written consent. FTSE does not promote,
sponsor or endorse the content of this communication.
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.
Third Party Data Provider Disclaimer
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, forecasts, 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.
Shareholder Information
70 Annual Report 2021
Total Assets
Total assets less current liabilities, before deduction of all borrowings.
Net Asset Value
Net Asset Value (NAV) is the value of total assets less liabilities (including borrowings). The NAV per share is calculated by dividing this
amount by the number of ordinary shares in issue.
Net Asset Value (Borrowings at Book Value)
Borrowings are valued at adjusted net issue proceeds. Book value approximates amortised cost.
Net Asset Value (Borrowings at Fair Value) (APM)
Borrowings are valued at an estimate of their market worth. This indicates the cost to the Company of repaying its borrowings under
current market conditions. It is a widely reported measure across the investment trust industry.
31 December 2021 31 December 2020
Shareholders’ funds (borrowings at book value) £930,185,000 £731,162,000
Add: book value of borrowings £95,161,000 £81,108,000
Less: fair value of borrowings (£97,422,000) (£86,928,000)
Shareholders’ funds (borrowings at fair value) £927,924,000 £725,342,000
Shares in issue at year end 175,600,943 162,595,943
Net Asset Value per ordinary share (borrowings at fair value) 528.4p 446.1p
Discount/Premium (APM)
As stockmarkets 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.
2021
NAV
(book)
2021
NAV
(fair)
2020
NAV
(book)
2020
NAV
(fair)
Closing NAV per share 529.7p 528.4p 449.7p 446.1p
Closing share price 541.0p 541.0p 464.0p 464.0p
Premium 2.1% 2.4% 3.2% 4.0%
Ongoing Charges (APM)
The total expenses (excluding borrowing costs) incurred by the Company as a percentage of the average net asset value (with borrowings
at fair value). The ongoing charges have been calculated on the basis prescribed by the Association of Investment Companies.
A reconciliation from the expenses detailed in the Income Statement on page 45 is provided below.
31 December 2021 31 December 2020
Investment management fee £3,893,000 £3,134,000
Other administrative expenses £1,252,000 £1,221,000
Total expenses (a) £5,145,000 £4,355,000
Average daily cum-income net asset value (with borrowings at fair value) (b) £826,357,000 £621,179,000
Ongoing charges (a) ÷ (b) (expressed as a percentage) 0.62% 0.70%
Glossary of Terms and Alternative Performance Measures (APM)
Shareholder Information
The Scottish American Investment Company P.L.C. 71
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.
2021
NAV
(book)
2021
NAV
(fair)
2021
Share
price
2020
NAV
(book)
2020
NAV
(fair)
2020
Share
price
Opening NAV per share/share price (a) 449.7p 446.1p 464.0p 407.1p 400.9p 426.0p
Closing NAV per share/share price (b) 529.7p 528.4p 541.0p 449.7p 446.1p 464.0p
Dividend adjustment factor
* (c) 1.025486 1.025738 1.024954 1.029353 1.028917 1.028233
Adjusted closing NAV per share/share price (d = b x c) 543.2p 542.0p 554.5p 462.9p 459.0p 477.1p
Total return (d ÷ a)-1 20.8% 21.5% 19.5% 13.7% 14.5% 12.0%
* The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of
the Company at the cum income NAV at the ex-dividend date.
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.
Potential gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds.
31 December 2021 31 December 2020
Borrowings at book value £95,161,000 £81,108,000
Shareholders’ funds £930,185,000 £731,162,000
Potential gearing 10% 11%
Equity gearing is the Company’s borrowings adjusted for cash, bonds and property expressed as a percentage of shareholders’ funds.
31 December 2021 31 December 2020
Borrowings at book value £95,161,000 £81,108,000
Less: cash and cash equivalents (£11,263,000) (£9,701,000)
Less: bond investments (£48,950,000) (£40,775,000)
Less: direct property investments (£74,900,000) (£84,900,000)
Adjusted borrowings (£39,952,000) (£54,268,000)
Shareholders’ funds £930,185,000 £731,162,000
Equity gearing (4%) (7%)
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers (AIFM) 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 listed equity 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.
Shareholder Information
72 Annual Report 2021
Sustainable Finance Disclosure Regulation (‘SFDR’)
Sustainable Finance Disclosure Regulation (‘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 believes that a company cannot be financially
sustainable in the long run if its approach to business is
fundamentally out of line with changing societal expectations.
It defines ‘sustainability’ as a deliberately broad concept which
encapsulates a company’s purpose, values, business model,
culture, and operating practices.
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 up 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. The likely impact
on the return of the portfolio from a potential or actual material
decline in the value of investment due to the occurrence of an
environmental, social or governance event or condition will vary
and will depend on several factors including but not limited to the
type, extent, complexity and duration of an event or condition,
prevailing market conditions and existence of any mitigating factors.
Whilst consideration is given to sustainability matters, there are no
restrictions on the investment universe of the Company, unless
otherwise stated within in its Objective and Policy. Baillie Gifford
& Co can invest in any companies it believes could create
beneficial long-term returns for investors. However, this might
result in investments being made in companies that ultimately
cause a negative outcome for the environment or society.
More detail on the Investment Manager’s approach to
sustainability can be found in the Governance and Sustainability
Principles and Guidelines document, available publicly on the
Baillie Gifford website (bailliegifford.com/en/uk/about-us/
literature-library/corporate-governance/governance-
sustainability-principles-and-guidelines/).
Taxonomy Regulation
The Taxonomy Regulation establishes an EU-wide framework or
criteria for environmentally sustainable economic activities in
respect of six environmental objectives. It builds on the disclosure
requirements under the EU Sustainable Finance Disclosure
Regulation (‘SFDR’) by introducing additional disclosure obligations
in respect of AIFs that invest in an economic activity that contributes
to an environmental objective. These AIFs are required to disclose
(a) information on the environmental objective to which the
investments underlying the AIF contribute (b) a description of how
and to what extent the underlying investments of the AIF are in
economic activities that qualify as environmentally sustainable and
are aligned with the Taxonomy Regulation (c) the proportion, as a
percentage of the AIF’s portfolio, of investments in environmentally
sustainable economic activities which are aligned with the
Taxonomy Regulation (including the proportion, as a percentage
of the AIF’s portfolio, of enabling and transitional activities, as
described in the Taxonomy Regulation). These disclosure obligations
are being phased-in – from 1 January 2022 in respect to the first
two environmental objectives (climate change mitigation and climate
change adaptation) and from 1 January 2023 in respect of the
remaining four environmental objectives.
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.
The Scottish American Investment Company P.L.C. 73
Statement of Reasons
KPMG LLP Tel +44 (0) 131 222 2000
Audit Fax +44 (0) 131 527 6709
Financial services
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
KPMG LLP, a UK limited liability partnership and a member firm of the
KPMG network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.
Registered in England No OC301540
Registered office: 15 Canada Square, London, E14 5GL
For full details of our professional regulation please refer to
‘Regulatory Information’ under ‘About/About KPMG’ at www.kpmg.com/uk
Document Classification - KPMG Confidential
Private & confidential
The Directors
The Scottish American Investment
Company P.L.C.
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
18 February 2022
Our ref
j
w/fs/wq
Contact
John Waterson
Dear Directors
Statement to Scottish American Investment Company P.L.C. (no. SC000489)
on ceasing to hold office as auditors pursuant to section 519 of the
Companies Act 2006
The reason connected with our ceasing to hold office is the holding of a competitive
tender for the audit, in which we were not invited to participate due to upcoming
mandatory auditor rotation requirements.
Yours faithfully
KPMG LLP
Audit registration number: 9188307
Audit registration address:
15 Canada Square
Canary Wharf
London E14 5GL
KPMG LLP Tel +44 (0) 131 222 2000
Audit Fax +44 (0) 131 527 6709
Financial services
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
KPMG LLP, a UK limited liability partnership and a member firm of the
KPMG network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.
Registered in England No OC301540
Registered office: 15 Canada Square, London, E14 5GL
For full details of our professional regulation please refer to
‘Regulatory Information’ under ‘About/About KPMG’ at www.kpmg.com/uk
Document Classification - KPMG Confidential
Private & confidential
The Directors
The Scottish American Investment
Company P.L.C.
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
18 February 2022
Our ref
j
w/fs/wq
Contact
John Waterson
Dear Directors
Statement to Scottish American Investment Company P.L.C. (no. SC000489)
on ceasing to hold office as auditors pursuant to section 519 of the
Companies Act 2006
The reason connected with our ceasing to hold office is the holding of a competitive
tender for the audit, in which we were not invited to participate due to upcoming
mandatory auditor rotation requirements.
Yours faithfully
KPMG LLP
Audit registration number: 9188307
Audit registration address:
15 Canada Square
Canary Wharf
London E14 5GL
Directors
Chairman:
Peter Moon
Bronwyn Curtis, OBE
Karyn Lamont, CA
Dame Mariot Leslie
Lord Macpherson of Earl’s Court, GCB
Alternative Investment
Fund Managers,
Secretaries and
Registered Office
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 1282
Company Broker
Winterflood Investment Trusts
The Atrium Building
Cannon Bridge
25 Dowgate Hill
London
EC4R 2GA
Independent Auditor
KPMG LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
Company Details
saints-it.com
Company Registration
No. SC000489
ISIN GB0007873697
Sedol 0787369
Ticker SAIN
Legal Entity Identifier:
549300NF03XVC5IFB447
Further Information
Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Tel: 0800 917 2112
Email:
trustenquiries@bailliegifford.com
Depositary
The Bank of New York Mellon
(International) Limited
1 Canada Square
London
E14 5AL