Annual Report & Financial Statements
For the year ended 31 December 2024
Think value investing, think Temple Bar.
2
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
01.
02.
Objective
The investment objective of Temple Bar Investment Trust
Plc* is to provide growth in income and capital to achieve
a long-term total return greater than the benchmark
FTSE All-Share Index, through investment primarily
in UK-listed securities. The Company’s policy is to invest
in a broad spread of securities with the majority of the
portfolio typically selected from the constituents of the
FTSE 350 Index.
Purpose
The purpose of the Company is to deliver long-term
returns for shareholders from a diversified portfolio
of investments.
Think value investing, think Temple Bar.
* “Temple Bar”, the “Trust” or the “Company”
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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Contents
Strategic Report
5 Summary of Results
7 Chairman’s Statement
11 Investment Approach
14 Portfolio Manager’s Report
19 Engagement Case Studies
24 Portfolio of Investments
26 Portfolio Distribution
28 Overview of Strategy
Governance Report
44 Board of Directors
46 Report of Directors
50 Corporate Governance Statement
55 Report on Directors’ Remuneration
57 Report of the Audit and Risk Committee
60 Report of the Management Engagement Committee
61 Report of the Nomination Committee
62 Statement of Directors’ Responsibilities
65 Independent Auditor’s Report
Financial Report
73 Statement of Comprehensive Income
74 Statement of Changes in Equity
75 Statement of Financial Position
76 Statement of Cash Flows
77 Notes to the Financial Statements
Shareholder Information
93 Notice of Annual General Meeting
97 Useful Information for Shareholders
98 Corporate Information
99 Glossary of Terms
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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4
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Strategic Report
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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Summary of Results
1 Alternative Performance Measure – See glossary of terms beginning on page 99 for definition and more information.
2 Debt fair value is calculated based on unobservable input, see note 20 beginning on page 89 .
3 Source: Frostrow.
4 Source: Redwheel.
5 Source: ons.gov.uk.
2024 2023 % change
NAV total return with debt at fair value1,2,3 19.9% 12.3%
Share price total return1,3 19.1% 12.5%
FTSE All-Share Index (the “Benchmark”) 4 9.5% 7.9%
Change in Retail Price Index over year 5 3.5% 5.2%
NAV per share with debt at book value 286.2p 248.0p 15.4%
NAV per share with debt at fair value1,2 291.1p 252.2p 15.4%
Share price 272.0p 238.0p 14.3%
Discount of share price to NAV per share with debt at fair value1 6.6% 5.6%
Dividends per share 11.25p 9.60p 17.2%
Dividend Yield1 4.1% 4.0%
Net gearing with debt at book value1 8.4% 9.8%
Ongoing charges1 0.61% 0.56%
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Total Return Performance Year to 31 December 2024
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 31 December 2023.
Temple Bar NAV with debt at fair value (19.9%)
Temple Bar Share Price (19.1%)
FTSE All-Share (9.5%)
90
Dec 23 Jan 24 Feb 24 Mar 24 Apr 24 May 24 Jun 24 Jul 24 Aug 24 Sep 24 Oct 24 Nov 24 Dec 24
100
110
120
130
Total Return Performance since appointment of Redwheel as Portfolio Manager
to 31 December 2024
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 30 October 2020, the date of appointment of Redwheel, the trading name of RWC Asset Management LLP.
Temple Bar Share Price (129.2%)
Temple Bar NAV with debt at fair value (123.9%)
FTSE All-Share (64.2%)
Oct 20
100
150
200
250
Feb 21 Jun 21 Oct 21 Feb 22 Jun 22 Oct 22
Feb 23
Jun 23 Oct 23 Feb 24 Jun 24 Oct 24 Dec 24
Summary of Results continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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Dividend and Future Dividend Policy
Total dividends for the year amounted to 11.25p per
share (2023: 9.60p per share), an increase of 17.2%
and representing a current yield of 3.7 % .
The Board closely monitors the Trust’s net revenue
position and, based on the latest forecasts, expects
future annual dividends to increase from this level
over time.
In recent years, companies have been altering the
nature of their distributions to shareholders.
Increasingly, they have been looking to provide
investors with a return via share buybacks either
alongside or instead of dividends.
Unlike dividends, which are recognised as revenue
in your Company’s accounts, and which underpin the
dividends we pay, buybacks by portfolio companies
have not contributed to the distributions paid to
our shareholders.
In order to address this distributional shift in the
behaviour of portfolio companies, your Company is
proposing to amend its dividend policy to enhance
the dividend it pays by paying an additional 3.0p per
share per annum (0.75p per share per quarter) using
our capital reserves, thereby adding equivalent to
c.1.0% of current net assets to the total annual dividend.
This revised dividend policy would see the recent
quarterly dividends declared by the Company of 3.0p
per share rise to 3.75p per share, representing an
annualised dividend yield of c.5.0%, based on the share
price at the time of writing. Subject to the approval of
the dividend policy at the Annual General Meeting,
this policy will become effective from the first
interim dividend in respect of the 2025 financial year.
This policy will be kept under review and may be
amended should the manner in which UK listed
companies choose to pay returns to their
shareholders change further.
Investment Policy
The Portfolio Manager’s report highlights the fact that
the UK stock market continues to be out of favour with
investors. While the resulting poor valuations provide
our Portfolio Manager with attractive entry points when
building an investment position, the continued poor
perception of the UK market will, ultimately, lead to a
reduction in the breadth of investment opportunities
Chairman’s Statement
Review
I am pleased to report that both the Trust’s Net Asset
Value total return and the share price total return again
outperformed the Trust’s Benchmark, the FTSE
All-Share Index, by a significant margin. The Net Asset
Value total return with debt at fair value was +19.9%,
the share price total return was +19.1%, and the total
return on the FTSE All-Share Index was +9.5%.
Since Redwheel took over the management of the Trust
at the end of October 2020, the Net Asset Value total
return to the end of 2024 has been 123.9% compared
with 64.2% for the Benchmark, again a significant
outperformance.
Discount Management
Challenging stock market conditions have continued
to have a negative impact on share price discounts
across the investment company sector, with the average
level of discount standing at c. 13.2 %* for equity
investment trusts, compared to the Trust’s discount of
4.3% as at 19 March 2025. The Board has continued with
its active share buyback policy, purchasing 5,217,257
shares to be held in treasury for a total consideration
of £12.7m during the year. These buybacks not only
have the effect of stabilising the supply/ demand
balance but are also accretive to the Trust’s Net Asset
Value, adding 0.4p per share to our year-end Net
Asset Value.
On 31 December 2024, there were 285,395,624 shares in
issue (excluding the 48,968,201 shares held in treasury).
Since this date to 19 March 2025, a further 791,246
shares have been bought back for treasury, at a cost
of £2.2m.
Portfolio
The level of portfolio turnover^ fell in 2024 to 11.6%
(2023: 16.9%), with our Portfolio Manager being
generally satisfied with the positioning of the portfolio.
Further details of the Portfolio Manager’s investment
approach, portfolio construction and significant
contributors to and detractors from return in the year
can be found in the Portfolio Manager’s Report.
At the year end, the Trust’s net gearing was 8.4%
(2023: 9.8%).
* Source: Cavendish Securities
^ See glossary for definition
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
open to your Company as companies look to IPO
elsewhere and currently listed companies leave the
UK market through redomiciling, takeover, or being
taken private.
A consequence of increased de-equitisation in the
UK market is the concentration of dividend payments
from a narrower group of UK index constituents. The
top 20 dividend payers in the FTSE All-Share Index now
account for around 74% of the index dividend.
Our Portfolio Manager informs us that the UK investable
universe of listed companies greater than £1bn is now
around 201 companies, 21 of which we already hold.
Whilst for now, we believe that leaves our Portfolio
Manager with an opportunity set large enough to meet
our current restrictions, this will have to be monitored
closely if the trend of delisting from London continues.
As a result, your Board regularly reviews the
appropriateness of its current UK-focused investment
policy. Should the opportunities offered by UK listed
companies reduce materially, the Board may in the
future propose a broadening of the investment policy
to increase the ability of our Portfolio Manager to access
overseas opportunities beyond the current 30% limit.
Any such proposal will require shareholder approval.
Environmental, Social & Governance
(“ESG”) Issues
ESG matters continue to be an important priority for the
Board and our objective remains to have full disclosure
on the topic. The Board continues to request that our
Portfolio Manager monitors, evaluates and actively
engages with investee companies with the aim of
preserving or adding value to the portfolio. Our Portfolio
Manager reports back to the Board regularly on ESG
related matters. Further details can be found in the
Portfolio Manager’s Report.
The Board
I have served on the Board since 2017, and became
Chairman in 2023. It is my intention, therefore, to retire
from the Board at or before the Company’s Annual
General Meeting in 2026 dependent on the progress
of succession plans. Plans to refresh the Board are
currently being finalised.
Annual General Meeting (“AGM”) The AGM this year
will be held at Barber-Surgeons’ Hall, Monkwell Square,
Wood St, Barbican, London EC2Y 5BL, on Tuesday,
6 May 2025 at 11.30am.
Shareholders are welcome to attend in person where
you will be able to hear a presentation from the portfolio
management team Nick Purves and Ian Lance and also
to meet the Board of Directors.
I very much look forward to seeing as many
shareholders as possible this year. For those investors
who are not able to attend the meeting in person, a
video recording of the Portfolio Manager’s presentation
will be uploaded to the website after the meeting.
Shareholders can submit questions in advance by
writing to the Company Secretary at info@frostrow.com.
Shareholders are invited to register their vote in advance
by 11.30am on Thursday, 1 May 2025 at the latest.
The votes on the resolutions to be proposed at the
AGM will be conducted on a poll. The results of the proxy
votes will be published following the conclusion of
the AGM by way of a stock exchange announcement
and on the Company’s website:
www.templebarinvestments.co.uk.
Outlook
Against a backdrop of continued, albeit slower than
anticipated, growth from the UK economy in 2025, the
valuation of UK equities continues to look compelling
compared to their equivalents overseas.
Your Board shares the view of our Portfolio Manager
that the Trust’s portfolio is priced to offer shareholders
further excess investment returns in the future.
Accordingly, we believe that long-term investors in the
Trust will continue to be rewarded.
Richard Wyatt
Chairman
20 March 2025
Chairman’s Statement continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
“Our investment approach has always
been to seek out fundamentally sound
businesses which by virtue of their
market positions can grow their profits
over the long term.”
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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A classic approach to value investing
The portfolio management team of Nick Purves and Ian
Lance are long-term intrinsic value investors who believe
that short-term sentiment amongst many market participants
causes them to overreact to news, which has little or no
impact on the long-run value of a business. This overreaction
causes share prices to diverge from the intrinsic value of
the underlying business and provides an opportunity for
long-term investors to purchase shares at less than their
true value. In the long term the share price tends to move
closer to the intrinsic value of the business and this
creates excess returns for investors who purchased shares
at low valuations. The team form a view of a company’s
long-run profit potential and make balance sheet
adjustments to assess intrinsic value. They use their experience
and knowledge of companies and sectors to identify those
companies that are more likely to recover and improve in
the future.
Identifying quality and avoiding value traps
Some value strategies simply apply mechanistic measures
to identify undervalued stocks but this can lead to investing
in businesses that are in structural decline; they may be
cheap but their potential to recover is limited. Instead, the
p ortfolio manage ment team’s ‘intrinsic value’ approach
aims to identify undervalued, yet good, quality companies
with strong cash flows and robust balance sheets. The
portfolio management team put a strong emphasis on
financial strength because it gives them the confidence
that a company can survive through a prolonged period
of lower profitability caused by company-specific issues,
or an unexpected downturn in the economy.
Investment Approach
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Valuation – extrapolating favourable trends and paying
more than the intrinsic value of the business (e.g. avoiding a
situation where something is positively impacting a company’s
share price in the short term but that isn’t sustainable
longer term);
Earnings – the risk that the earnings of the Company
decline for cyclical or secular reasons (e.g. the industry
or sector that the business operates in is itself in cyclical or
long-term decline); and
ESG – unethical or neglectful behaviour by a company in
one of these areas can harm those who invest as well as the
environment or society in which a company is located. We
believe that applying ESG best practices, such as consideration
of environmental and product safety, workplace diversity
and strong corporate governance can contribute to long-term
investment returns while mitigating risks.
In the diagram overleaf Redwheel ha s set out some of the
key factors it considers when seeking to uncover the most
compelling value opportunities.
As Temple Bar’s Portfolio Manager, Redwheel
aims to avoid lower-quality stocks or so called
‘value traps’ by monitoring companies against
three different types of risk:
Investment Approach continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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10 Pillars of value investing
Ian Lance and Nick Purves believe value investing is making a
comeback. With more than six decades of combined experience
in UK equities, here’s how they do it.
Consider probabilities
and payoffs
No matter the research,
there are always surprises,
positive and negative.
Think best and worst case
scenarios. If we think a
share price could go to zero
in one scenario, but has
400% upside in another,
there is probably a case for
investing.
Enhance, don’t drift
Discipline is key to value
investing –stick to your
philosophy, you’re here
for the long run. Always
look to improve and
adapt as things change.
Simple but not easy
Buying shares for less than
their worth then selling
when the value has been
realised is easy to
understand. But most
don’t invest this way due
to a lack of ‘sticking with it’.
Value investing is tricky
– we are hard-wired to
conform – but can be
rewarding.
Cycles, cycles, cycles
Profits and share prices are
impacted by cycles such
as credit, commodity and
business. An investor’s
overreaction can throw
up opportunities. An
advantage lies in knowing
which cycles impact an
investment and where
we are in that cycle.
Be contrarian but not
mindless contrarian
Investors love to buy what
everyone else hates. But
having respect for what
the market is saying is
key. Eagerly buying shares
being sold in companies
with too much debt, or
declining profits, can prove
costly and mindlessly
contrarian.
Don’t buy rubbish
Recently the market has
become fixated with quality
and growth. Quality and
growth are intrinsic to a
business’s value. We’ve
had success when high
quality businesses have
been questioned by the
market, resulting in low
value entry.
Bargains are rare, make
the most of them
It’s unlikely that you’re
going to buy a business
trading at half its intrinsic
value. However, a
company or an industry
will suffer a drawdown at
some stage, which may
present an opportunity
to buy at a good value.
Adopt an absolute
return mindset
Value investing is a risk
averse strategy born out
of a reaction to the Great
Depression. By buying a
dollar of value for 50 cents,
you build in a ‘margin of
safety’ in case the economy
and/or the stock market
suffer. Value investors see
risk as the risk of permanent
capital impairment, so
invest with this at top of
your mind.
Be patient, be long term
A struggling, out-of-favour
business is unlikely to turn
around the day after you
invest. It’s more likely that
things continue to get
worse, so we try to be
patient, allowing for
profitability to improve
and for the market to
recognise it. Our typical
holding period is at least
five years.
There is no single
correct method
Value investing relies on
estimating the intrinsic
worth of a business. Our
experience tells us to be
flexible, by adjusting
earnings for cyclicality, and
to recognise the positive
(hidden value), and the
negative (e.g. pension fund
deficit), on a balance sheet.
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Portfolio Manager’s Report
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
15
Nick Purves
Ian Lance
How would you describe your investment approach?
We are value investors. This means that we invest the Trust’s assets in companies
whose stock market value is at a significant discount to our assessment of the fair
or intrinsic value of the business. Investing in under-valued companies provides
two benefits. First, it provides investors with a margin of safety if events don’t unfold
in a way that investors would have hoped and second, they can expect to receive
an excess investment return as and when this undervaluation is corrected by the
stock market.
What evidence is there supporting this style of investment?
Numerous academic studies have shown that systematically investing in lowly valued
companies has seen investors enjoy an excess long-term investment return above
the wider stock market, even though it is often these companies that are seen to operate
in the most challenged industries. We believe the reason for this outperformance
comes down to psychological factors where investors systematically overpay for
those companies whose prospects are seen to be the most attractive, whilst being
too quick to overlook or dismiss companies where the outlook is more difficult. By
investing the Trust’s assets in lowly valued companies, we aim to take advantage of
these behavioural inconsistencies to the benefit of the Trust’s shareholders.
How does this work in practice when selecting companies and building a portfolio?
A company’s shares will normally trade at a discount to its intrinsic value for one of
two main reasons: either because of neglect or controversy. Where the cause is neglect,
the stock market is not concerned that there is a particular problem with the business;
it is just that the company is seen to offer relatively dull prospects in a world where
many investors crave excitement. Where there is a controversy surrounding the
company, investors are worried that either a downturn in the economy or some secular
change in the company’s industry will negatively impact profitability. This uncertainty
is unsettling for many investors and can cause them to sell the shares. In a desire to
avoid what are sometimes seen as troubled businesses, investors often forget that
the purchase of a share exposes them to a very long-term stream of corporate cash
flows, the true value of which only changes by a relatively small amount even in the
event of a severe recession. The result is that share prices will often overreact to
short-term news flow. The Trust seeks to take advantage of this excess volatility
by investing in companies whose shares are significantly undervalued based on
a conservative view of a business’s long-term profit potential.
We seek, therefore, to identify fundamentally sound but lowly valued companies whose
shares are priced to offer higher investment returns in the future. A fundamentally
sound business is one that can grow its profits over time (although not necessarily
in each year), has strong finances and a capable and sensible management team
who allocate capital in the best interests of their shareholders.
Are there any economic or market conditions in which you might expect the
portfolio to perform particularly well, or poorly?
Our experience has taught us that over shorter time periods, share price movements are
driven by changing investor sentiment, itself driven by changes in the more immediate
outlook for company profits. It is only over longer time periods that starting valuation
becomes the most important determinant of subsequent share price performance.
It has been said that over short time periods, the stock market is a ‘voting’ machine,
whilst over the long term it is a ‘weighing’ machine. We entirely agree with this view
and accordingly we recognise that it is only those investors with a multi-year time
frame who can truly expect to harvest the excess investment return that lowly valued
stocks can deliver. Given that many of the Trust’s investments are in industries where
profits are sensitive to the prevailing economic conditions, as a rule of thumb,
shareholders should expect the Trust’s portfolio to perform well in benign economic
conditions but struggle in an economic downturn.
The Portfolio Manager’s Team
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Looking at the financial year, how has the portfolio performed and what were the major winners
and losers?
The Trust’s portfolio performed strongly in the year, significantly outpacing the rise in the UK equity market.
The Trust benefited from significant rises in the share prices of the three UK listed banks, NatWest Group,
Barclays, and Standard Chartered and the electrical retailer Currys, with each of these companies adding
2% or more to the Trust’s investment return. The portfolio was also helped by strong performances from
Marks & Spencer and ITV. The one significant detractor in the year was Stellantis, whose share price fell by
around 40% in 2024.
In 2024, NatWest, Barclays and Standard Chartered all continued to benefit from a benign economic backdrop,
which in turn leads to healthy net interest margins and a low level of loan losses. All three companies are
currently generating an attractive 10% plus return on equity, are strongly capitalised and are taking advantage of
low stock market valuations to return profits to shareholders through dividends and value accretive share
buybacks. Despite strong share price performance in 2024, each is currently valued at around just 8 times
2024 earnings.
Currys has traded strongly in the first half of its financial year ended April 2025, both in the UK and in the Nordics
where conditions had been very challenging post the COVID pandemic. This came on top of a takeover bid from
Elliott Capital in February 2024 at a 40% premium to the prevailing share price. The mixture of takeover interest
and healthy trading enabled the shares to rise by more than 80% in 2024. Again, despite the strong share price
performance, at the time of writing, the company is valued at less than 10 times this year’s expected earnings.
Also in the retail sector, Marks & Spencer continued to trade strongly in 2024, taking further market share in both
food and clothing. For some time, we have believed that there is much unrealised potential in the M&S brand,
and it is heartening to see that this is now being realised. With the shares having risen roughly threefold from very
depressed levels in the last two years, today’s valuation is clearly not as compelling as it was but nevertheless,
it is modestly priced, and we continue to believe that the company can grow its profits at an attractive rate in the
coming years.
In March, ITV announced that they would be selling their 50% of the Britbox International joint venture to their
partners, the BBC, for £255m and using the proceeds to buy back their stock. This led to a sharp upward move in
the share price. The joint venture makes little in the way of profit and the fact that the sales proceeds accounted
for around 10% of the company’s market value, demonstrates the considerable value that exists in the shares.
The company is undertaking a difficult transition from declining linear TV advertising revenues to digital
advertising revenues but is nevertheless on target to achieve its medium-term objectives. Whilst not wishing to
underestimate the challenges that the company faces, we are hopeful that over time this can lead to a re-rating
of the company’s shares.
On the downside, Stellantis fell sharply in 2024 as it downgraded its profit guidance for the year. Demand for autos
has weakened quite considerably in recent months, in the US, Europe and China, thus prompting a slew of profit
warnings from companies in the industry. Auto manufacturers have large, fixed cost bases and accordingly small
changes in demand have an outsized effect on profitability. The company’s operating margin expectations for this
year were therefore cut back significantly. Nevertheless, the company is still expected to generate a reasonable
profit for the year and sentiment in the shares is so poor that company is valued at around 4 times 2024 earnings.
Even if we assume therefore that profit margins never recover from last year’s depressed levels, in our view,
the shares have considerable upside potential.
Although portfolio turnover is comparatively low, have you made any major changes to the portfolio
in the past year?
There were four significant new investments in the portfolio during the year: International Consolidated Airlines
(“IAG”), Direct Line Group, ABN Amro and Aberdeen Group .
Portfolio Manager’s Report continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
17
The airline IAG was formed via the 2011 merger of flag-carriers British
Airways and Iberia. The company has a particularly strong foothold in
the highly profitable transatlantic market, with dominant positions
to North and South America. Given the quality of the management
team alongside a reinforced balance sheet, and formidable market
shares on profitable routes, we view the company’s valuation as
being highly attractive at less than 7 times 2024 earnings.
Direct Line is one of the UK’s leading insurance companies and although
it is a low growth business, up until 2022 it had been relatively stable.
In 2022, however, the company badly underestimated the level of claims
inflation that it would see, with the result that it was effectively
under-pricing its insurance and writing loss making contracts. Although
the long-term profit potential was unaffected, the share price duly halved,
creating an attractive entry point. In December, the company agreed to
be taken over by Aviva at a price that will result in a large profit for the Trust.
ABN Amro is a conservatively managed Dutch bank, which derives almost
all its profits from the Netherlands. Two thirds of group loans are
residential mortgages with an average loan to value of just 50%. The
company has little in the way of a financial markets’ exposure. The last two
years have been good for the bank and yet the shares are valued at around
6 times 2024 earnings, and they offer a dividend yield of around 9%.
Although Aberdeen Group is primarily known as an asset manager, the
company operates three different businesses: Investments (asset
management), Adviser, a B2B trading to platform, and Interactive
Investor (II), a direct-to-consumer trading platform. Both Aberdeen
Group ’s adviser and II businesses have strong positions in attractive
markets and in our view are worth around the current share price.
Although the Investments business is struggling, shareholders are
paying nothing for it and were it to achieve its profit potential, there
would in our view, be scope for the shares to double from today’s level.
These purchases were partly funded through the sale of shares in
International Distribution Services (previously Royal Mail), which agreed
to be taken over in the year.
The past financial year has seen a pickup in takeover activity in the
UK market. Why was this and has this had an impact on companies
in the portfolio? How have you responded to these bids?
2024 saw a continuation of the 2023 pickup in the number of takeover
bids for UK listed companies as both corporate and private equity
investors (most often from overseas) sought to take advantage of the
low valuations available in the UK stock market. Four of the Trust’s
holdings were subject to takeover bids in the year, in each case at a
significant premium to the prevailing share price. The premiums offered
ranged between 40% and 70% and the bids thereby crystallised
significant value for the Trust’s shareholders. Our response to a takeover
bid is always to compare the bid price to our view of the long-term value
of the company and turn it down where we deem it to be inadequate.
We are prepared to be vocal in such instances. This was the case in
respect of Elliott Capital’s bid for Currys, which despite being at over a
40% premium to the prevailing share price, in our view, materially
undervalued the company. Here we put out a statement saying that the
67p bid was inadequate. At the time of writing the shares were priced at
around 90p. Given the continued low valuation of the Trust’s portfolio,
we would not be surprised to see further bids for its holdings in 2025.
The UK stock market continues to be perceived as relatively
unattractive when compared with other equity markets. Do you
share this view?
It is certainly true to say that the UK stock market continues to be
relatively out of favour with investors. The easiest measure of investor
sentiment, perhaps, is valuation and following another year of relative
underperformance, the valuation differential between the US stock
market and the UK stock market widened further in 2024 from already
elevated levels.
As we have stated previously, there is much historical evidence to show that
the best predictor of long-term future investment return is starting valuation,
with lowly valued companies being priced to enjoy elevated investment
returns in the future. Some will point out that US companies have grown
profits more rapidly in the last decade or so and that therefore, the US stock
market premium is justified. Whilst it may be the case that profits have grown
more rapidly in the US, investors should reflect on the fact that by far the
largest portion of the excess return that has come from US stocks, has been
due to an absolute and relative re-rating of those profit streams. This is
significant in that a re-rating is not a sustainable form of investment return
unless you believe that those profit streams will continue to re-rate indefinitely.
It is important to remember that as valuations rise, so the level of
expectation incorporated into share prices increases and the better the
companies must perform operationally to satisfy those lofty expectations.
The consensus view today is that American ‘exceptionalism’ will continue,
suggesting to us that expectations are already high and that the potential
for disappointment is great. The UK stock market in contrast contains a
good number of neglected companies, where the bar of expectation is
much lower, and where the likelihood of positive surprise is much greater.
Accordingly, we believe that the long-term outlook for investment returns
in the UK stock market is better.
You have the ability to invest up to 30% of the portfolio in companies
listed outside the UK. To what extent do you use this flexibility and
how do investment opportunities within and outside the UK compare?
The ability to invest a portion of the Trust’s portfolio outside of UK listed
companies is valuable and serves two purposes. First it enables us as
portfolio managers to access sectors of the stock market which we
believe to be undervalued but which are not well represented in the UK
share index. An example here is automotive manufacturers and the
Trust has shareholdings in Honda and Stellantis. Second, it enables us
to partially diversify the stock specific risk of holding a large a position
in a sector, again where we believe that the sector is undervalued. An
example here is the Energy sector, where the Trust holds a position in
Total Energies alongside its holdings in Shell and BP.
How is the portfolio currently positioned and what is your outlook
for the year ahead?
The Trust’s portfolio in aggregate is valued at around 9 times 2024
estimated earnings and it therefore continues to be priced for attractive
future returns. Shareholders might ask themselves how it is that a
portfolio that has appreciated quite markedly in 2024 can still be valued
on such a low multiple of profits. The answer is that whilst there has been
some growth in earnings (as the environment for corporate profits has
been relatively good), a significant portion of the Trust’s return has come
through the beneficial effect of companies using cash flows to buy back
cheap shares. It is worth reflecting on the fact that a company that trades
on a price earnings ratio of 10x, which grows its profits by 5% and uses half
of its profits to buy back stock, delivers earnings per share growth of
10%. In this example, the share price would have to rise by 10% in order
maintain a constant price earnings ratio. If this company were to return
the other half of its profits as a 5% dividend, then assuming no change in
the share rating, the annual total return to the shareholders would be
15%. This serves to make the important point that you don’t need that
ever elusive re-rating of the UK stock market to enjoy excellent returns
from UK equities. Over one half of the companies in the Trust’s portfolio
are or have been buying back stock in 2024 and these buy backs have
undoubtedly been a key driver of portfolio returns.
As the portfolio managers on the Trust, we see it as our job to take
advantage of the excessively low valuations caused by sentiment
driven short-term selling for the long-term benefit of the Trust’s
shareholders. However, if the Trust’s shareholders are going to take
advantage of the short termism of others, they need to be long term
in their thinking. The ability to be truly long term is the biggest
advantage that one can have in the stock market today, and we are
optimistic that we can continue to use this advantage to generate
excess investment returns for the Trust. But the path will not always
be smooth, and there will be periods of underperformance. The
prize is great for the long-term value investor, but shareholders must
recognise that the road will be bumpy at times and thus ensure that
their expectations are correctly set.
Ian Lance and Nick Purves
Redwheel
20 March 2025
18
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Environmental
• The potential for climate issues to cause a material financial impact on
the value of individual companies has increased dramatically in the
past decade;
• We believe that the answer to environmental problems is not as
simple as divesting from challenged sectors; and
• By actively engaging with companies, by supporting them in the
transition to a sustainable business model, we believe the outcome
can be better for the Company and the environment.
Social
• We believe companies should be mindful of the interests of all
stakeholders; and
• Companies treating their employees, customers, or suppliers badly
store up future problems for the business in terms of human capital,
brand value and reputation.
Governance
• Governance has always been at the heart of our process as we believe
it sets the basis for the culture of a firm, supporting long-term value
creation and positive environmental and social outcomes; and
• Governance means shareholder rights, governance structures and aligning
management with shareholders through remuneration policies.
“We see our role as stewards of our investors’
capital as wholly consistent with investing
responsibly and encouraging our investee
companies to act sustainably. Sustainability
and our long-term investment horizon go
hand-in-hand. Furthermore, as value
investors, we believe we can have an outsized
impact on sustainability issues, as these are
often of greater importance to older economy
companies that typically fall into our value
universe, particularly on environmental
issues.”
Redwheel UK Value & Income Team Stewardship Policy, 202 3
SASB Materiality
Map¹
Deep understanding
of individual
stocks
Independent
research
Governance
Assessment of
material risks for
a company or
sector
ESG Risk Rating
provided by
Sustainalytics
Non-financial
material risks
at portfolio
level
Incorporated into
broader
fundamental
research
1The Sustainability Accounting Standards Board
ESG is incorporated in to the investment process rather than being implemented
by a centralised team.
ESG is integrated in to our stock research as one of the four risks we assess before
investing in a company (along with valuation risk, business risk and balance
sheet risk).
Our Approach to ESG
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
19
Engagement Case Studies
20
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Background:
As was highlighted in the Company’s 2023 Annual Report,
Barrick Gold is a Canadian based mining company with
a troubled history, which saw a change of management
control as part of the merger with Randgold in 2019. In 2023,
Redwheel had an in-depth engagement with the company
on their legacy human rights issues including meeting with
Barrick Gold’s Head of Sustainability and their CEO, and
introducing one of their investors to Barrick Gold so that
they could have their own engagement on the issue.
ESG Risk:
Environmental and
Governance
Outcome:
Overall, Redwheel’s sense is that the company compares favourably to
peers in terms of its human rights approach, and disclosures within the
Sustainability Report have improved in a number of areas, addressing
many of Redwheel’s concerns. Barrick Gold management appear to be
very actively engaged in determining and controlling the human rights
risks associated with company operations, and to be taking a lot of very
sensible measures.
Through in-depth work and engagements with Barrick Gold, Redwheel
concluded that the company is a good actor and that these troubled
assets are better under their management, rather than another probable
owner. By demonstrating their strong processes to human rights and by
addressing legacy issues, Redwheel believes the company can build
better local relations with host communities and host governments,
reducing the risks of fines, shutdowns, expropriation or increased taxes. It
can also enhance its reputation with investors and other stakeholders and
this, too, is supportive of value creation.
Our engagement:
• This engagement continued in 2024 and saw Redwheel write two letters
to Barrick Gold. One was to the CEO highlighting Redwheel’s
engagement on human rights, the second was co-signed by a client of
Redwheel and contained specific recommendations for consideration
by the Barrick board and management regarding two troubled mines
and their legacy human rights issues.
• Barrick Gold released an updated Sustainability Report, which Redwheel
reviewed in detail to see how the company had responded in its
disclosures, building on the conversations that had taken place with
the company over the last year and utilising Greenwheel, Redwheel’s
in-house sustainability research team, for their expertise.
Barrick Gold
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
21
Centrica
Background:
Redwheel has had a long-running engagement with Centrica
which started in 2022 and continued through various
interactions between Redwheel and the company during
2023. In addition, Redwheel act as a co-lead on the Climate
Action 100+ Centrica collaboration.
Centrica’s current transition plan (published in 2022) was
a big development on its previous position. However, there
is further work to do to ensure the company is managing
the transition risk, to reduce its large carbon footprint and be
recognised for this by the market.
ESG Risk:
Social
Our engagement:
• In 2024, as part of the Climate Action 100+ Centrica collaboration,
Redwheel took part in two workshops with Centrica’s Environment
Strategy Team where they took a deep dive into assessing emission
disclosures, alignment benchmarks and decarbonisation strategies.
• Separately Redwheel met with Centrica’s Chairman where his
succession, political developments in the UK and the company’s
strategy were discussed. In addition, Redwheel highlighted the very
positive and constructive collaboration with Centrica’s management
team over the last two years. This was followed by a letter to the
Chairman written on behalf of Climate Action 100+ which identified
opportunities for Centrica to address areas of weakness in their next
climate transition plan.
• Later in the year, Redwheel met with Centrica’s new in coming Chairman,
the Chair of the Safety, Environment and Sustainability Committee,
and Head of Environment, as part of its position as a co-lead on the
Climate Action 100+ Centrica collaboration. Separately, a call was
held with the new Chairman later in the quarter for a wider
discussion on company strategy. The discussion covered capital
allocation, potential investment opportunities, relationship with
the government, governance, expected remuneration changes and
management performance.
Outcome:
Following the constructive meetings late in the year, Centrica reacted
positively to the feedback on the current transition plan and what was
needed in the next update. Through their long running engagement with
Centrica, Redwheel believes they have been a force for the company to
engage more deeply in the transition, through building internal resource
and improving both board and management knowledge on the energy
transition. This means they are better equipped to deal with the
challenges of the transition and can deliver a clearer message. This is
supportive of value creation for shareholders.
22
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Background:
Honda is a manufacturer of automobiles, motorcycles, and
power equipment. It is the world’s seventh largest
automaker based on revenue. The transport sector is a
major polluter; in 2022 it produced more than 7bn metric
tons of carbon dioxide. Passenger cars were the biggest
source of those emissions.
Redwheel engaged with the company at the end of 2023 and
had a very useful conversation with the head of IR. During
that engagement, the company was encouraged to host
an ESG presentation/webinar to better convey their plans
and ambitions to investors as it was felt communication
was a weakness versus other global companies.
ESG Risk:
Environmental
Outcome:
Conveying their plans to the market, Redwheel believe, will enhance
Honda’s brand and reputation; it will help them improve on various
sustainability rankings as their work is more widely recognised; and it
allows them to get feedback from investors to further improve disclosures
or the way they present the data.
The engagement also led to an invitation for a face-to-face meeting with
Honda’s President and CEO along with several other members of Honda’s
executive team at our offices in London, and shows how Redwheel on
behalf of Temple Bar can contribute to positive change on a global level.
Our engagement:
• This suggestion was taken seriously, and in March 2024, Redwheel took
part in Honda’s maiden ESG webinar. Post the webinar Redwheel were
thanked by Honda’s head of investor relations for serving as the catalyst
for Honda hosting an ESG webinar.
• One new request made was for Honda to clearly describe and illustrate
the levers of decarbonisation to meet their target of -46% GHG
emissions by 2030. This was well received, and examples were shared
with Honda of how other corporates present this data. Redwheel also
raised the issue of lobbying and advocacy and their weak score on
LobbyMap. Honda are developing a policy on lobbying and are
aiming to publish this in the summer.
Honda
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
23
24
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Portfolio of Investments
Top ten holdings
Company Sector
Place of
primary listing
Valuation
£’000
% of
Portfolio
1
Barclays
Barclays is a global financial services provider engaged in
retail banking, credit cards, wholesale banking,
investment banking, wealth management, and
investment management services.
Financials UK 55,313 6.2
2
Royal Dutch Shell
Shell explores for, produces, and refines petroleum. The
company produces fuels, chemicals, and lubricants. Shell
owns and operates gasoline filling stations worldwide.
Energy UK 51,380 5.8
3
NatWest Group
NatWest Group operates as a banking and financial
services company. The Bank provides personal and
business banking, consumer loans,
asset and invoice financing , commercial and residential
mortgages, credit cards, and financial planning services,
as well as life, personal, and income protection insurance.
Financials UK 50,366 5.7
4
Standard Chartered
Standard Chartered PLC is an international banking group
operating principally in Asia, Africa, and the Middle East.
The company offers its products and services in the personal,
consumer, corporate, institutional and treasury areas.
Financials UK
43,329 4.9
5
BP
BP is an oil and petrochemicals company. The company
explores for and produces oil and natural gas, refines,
markets, and supplies petroleum products, generates
solar energy, and manufactures and markets chemicals.
Energy UK
40,754 4.6
6
ITV
ITV provides broadcasting services. The company
produces and distributes content on multiple platforms.
ITV serves customers in the United Kingdom.
Communications UK
39,951 4.5
7
Aviva
Aviva operates as an international insurance company
that provides all classes of general and life assurance. The
company also offers a variety of financial services,
including long-term savings and fund management.
Financials UK
37,836 4.3
8
Anglo American
Anglo American is a global mining company. The
company’s mining portfolio includes bulk commodities
including iron ore, manganese, and metallurgical coal,
base metals including copper and nickel, and precious
metals and minerals including platinum and diamonds.
Materials UK
36,005 4.1
9
Marks & Spencer Group
Marks & Spencer Group operates a chain of retail stores.
The company sells consumer goods and food products, as
well as men’s, women’s, and children’s clothing and
sportswear.
Consumer Staples UK
35,625 4.0
10
TotalEnergies
TotalEnergies operates as an energy company. The
company produces, transports, and supplies crude oil,
natural gas, and low carbon electricity, as well as refines
petrochemical products. TotalEnergies owns and manages
gasoline filling stations worldwide.
Energy France
35,582 4.0
Top Ten Investments 426,141 48.1
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2023
25
Place of primary Valuation % of
Company Sector listing £’000 portfolio
11 NN Group Financials Netherlands 33,620 3.8
12 Direct Line Insurance Financials UK 32,287 3.6
13 WPP Communications UK 31,364 3.5
14 Currys Consumer Discretionary UK 30,849 3.5
15 Pearson Consumer Discretionary UK 30,264 3.4
16 Kingfisher Consumer Discretionary UK 26,714 3.0
17 HP Information Technology United States 26,466 3.0
18 BT Group Communications UK 25,830 2.9
19 GSK Healthcare UK 24,630 2.8
20 Stellantis Consumer Discretionary Netherlands 22,805 2.6
Top 20 Investments 710,970 80.2
21 Centrica Utilities UK 22,319 2.5
22 Aberdeen Group Financials UK 22,080 2.5
23 ABN Amro Financials Netherlands 18,779 2.1
24 International Airlines Group Industrials Spain 16,452 1.9
25 Honda Motor Consumer Discretionary Japan 13,992 1.6
26 Vodafone Group Communications UK 13,046 1.5
27 Forterra Materials UK 13,032 1.5
28 CK Hutchison Group Industrials Hong Kong 10,554 1.2
29 Newmont Materials United States 9,689 1.1
30 Barrick Gold Materials Canada 8,587 1.0
31 Continental Consumer Discretionary Germany 7,216 0.8
32 Capita Industrials UK 7,009 0.8
33 Molson Coors Beverage Consumer Discretionary United States 6,878 0.8
Total Equity Investments 880,603 99.5
Short-dated UK T-Bills Fixed Interest UK 4,202 0.5
Total Valuation of Portfolio 884,805 100.0
26
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Portfolio Distribution
As at 31 December 2024
Temple Bar FTSE All-Share*
Industry % %
Financials 33.1 21.9
Consumer Discretionary 15.7 7.5
Energy 14.4 10.0
Communications 12.4 3.0
Materials 7.7 7.2
Consumer Staples 4.0 16.8
Industrials 3.9 15.1
Information Technology 3.0 1.6
Healthcare 2.8 10.3
Utilities 2.5 4.3
Real Estate - 2.3
Total Equities 99.5 100.0
Fixed Interest 0.5 –
Total Portfolio 100.0 100.0
Source: Redwheel
*FTSE All-Share ex investment Trusts
Financials 21.9%
Consumer Discretionary 7.5%
Energy 10.0%
Communications 3.0%
Materials 7.2%
Consumer Staples 16.8%
Industrials 15.1%
Information Technology 1.6%
Healthcare 10.3%
Utilities 4.3%
Real Estate 2.3%
FTSE All-Share*
Temple Bar
Financials 33.1%
Consumer Discretionary 15.7%
Energy 14.4%
Communications 12.4%
Materials 7.7%
Consumer Staples 4.0%
Industrials 3.9%
Information Technology 3.0%
Healthcare 2.8%
Utilities 2.5%
Fixed Interest 0.5%
FTSE All-Share*
Temple Bar
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
27
28
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2023
Business of the Company
Temple Bar Investment Trust Plc was incorporated in England and Wales
in 1926 with the registered number 00214601.
The Company carries on business as an investment company under
Section 833 of the Companies Act 2006 and has been approved by HM
Revenue & Customs as an investment trust in accordance with Section 1158
of the Corporation Tax Act 2010.
All Board discussions include consideration of the longer-term consequences
of key decisions and their implications for relevant stakeholders. In
managing the Company during the year under review, the Board acted in
the way which it considered, in good faith, would be most likely to promote
the Company’s long-term sustainable success and to achieve its wider
objectives for the benefit of our shareholders as a whole, having had regard
to our wider stakeholders and the other matters set out in Section 172.
This provision is not relevant as the Company does not have any employees.
The Board’s approach is described under “Stakeholders” on the
following page.
The Board takes a close interest in responsible investment issues and sets
the overall strategy. Management of the portfolio is delegated to the
Portfolio Manager, which is responsible for the practical implementation
of policy. A description of the Company’s approach to stewardship and the
role of the Portfolio Manager is set out on page 39 .
The Board’s approach is described under “Culture” on page 30 .
The Board’s approach is described under “S hareholders” on the
following page.
The likely consequences of any decision in the long term
The interests of the Company’s employees
The need to foster the Company’s business relationships
with suppliers, customers and others
The impact of the Company’s operations on the community
and the environment
The desirability of the Company maintaining a reputation for
high standards of business conduct
The need to act fairly between shareholders of the Company
• continued to instruct the use of share buy backs as a means of stabilising
the share price discount to NAV in response to sector weakness
(for further details see pages 7 and 46);
• worked with the Portfolio Manager and Frostrow to maintain a high
level of shareholder engagement via webinars and newsletters; and
• increased dividend payments at a sustainable level based on income
received from investments (for further details see page 31).
The Directors have reviewed and discussed each aspect of Section 172
and consider that the information set out on pages 28 and 29 is
particularly relevant in the context of the Company’s business as an
externally managed investment company which does not have any
employees or suppliers.
In considering the primary purpose of the Company, the Board made several key decisions during the year. The Board:
Overview of Strategy
The Strategic Report is designed to help shareholders assess how the Directors have performed their
duty to promote the success of the Company during the year under review.
Section 172 Statement
The Directors’ overarching duty is to act in good faith and in a way that
is the most likely to promote the success of the Company as set out in
Section 172 of the Companies Act 2006 (“Section 172”). In doing so, Directors
must take into consideration the interests of the various stakeholders
of the Company, having regard, amongst other matters, to the following
six items:
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
29
Stakeholders
The Board continuously seeks to understand the needs and priorities
of the Company’s stakeholders, and these are taken into account during
all of its discussions and as part of its decision making. As the Company
is an externally managed investment company and does not have any
employees or customers, it therefore has very little direct impact on the
community or the environment. Its key stakeholders comprise its
shareholder base and its lender. The Company also has important
contractual relationships with its key service providers but does not
consider these to be stakeholders. The Company recognises the indirect
impact it may have on the community and the environment through
its investee companies. Further details on this are set out on pages 39 to 42 .
The sections below outline why these key stakeholders are considered of
importance to the Company and the actions taken to ensure that their
interests are considered.
Shareholders
The primary purpose of the Company is to deliver long-term returns
for shareholders from a diversified portfolio of investments. Continued
shareholder support and engagement are critical to the existence of
the Company and the delivery of its long-term strategy.
The Board recognises the importance of engaging with shareholders on a
regular basis to maintain a high level of transparency and accountability
and to inform the Company’s decision making and future strategy.
The Board primarily engages with shareholders through direct engagement
by the Chairman (including with the Board at the Company’s Annual
General Meeting) and through the Portfolio Manager and Frostrow
who maintain an ongoing dialogue with shareholders through
regular shareholder communications, both written and verbal. The
Portfolio Manager has continued to publish quarterly newsletters
written by the p ortfolio m anagement team , which explore their ideas
and philosophies around investing and explain the positioning of the
portfolio. Online statistics on engagement show that these newsletters
remain very popular with shareholders. Additional dialogue with
shareholders is achieved through the annual and half-yearly reports,
both of which contain reports from the Portfolio Manager, the daily
NAV announcements and the monthly fact sheet which is available on
the Company’s website. Portfolio data is also provided to external
providers such as Morningstar, which feeds several websites on a
monthly basis.
One of the Board’s long-term strategic aspirations has been that the
Company’s shares should trade consistently at a price close to the NAV
per share. During the year under review, investment companies as a
sector again saw discounts widen significantly, in the face of economic
headwinds and political instability (the average discount was 12.9%*
as at 31 December 2024). The Company continued to use share buy
backs throughout the year to protect its discount, generally
maintaining it at a level less than 6%. The Board, the AIFM and the
Portfolio Manager have continued to focus heavily on the promotion
of the Company, in order to maintain buying interest in the
Company’s shares and to support a natural narrowing of the
discount.
An important role of the Board is to ensure that the Company’s ongoing
charges are competitive both in terms of its peer group and other
comparable investment products. While having an optimal service
provider structure brings inevitable cost, excessive expense can eat away
at investment returns over time. For that reason, despite the exercise
described later in the document the Board remains focused on limiting
cost increases to shareholders as far as possible, despite the current
inflationary environment.
All shareholders are encouraged to attend and vote at AGMs, at which
the Board and the p ortfolio m anagement team are available to discuss
issues affecting the Company and to answer any questions. Further
details regarding the AGM are set out in the Notice of AGM on
pages 93 to 96 .
* Source: Cavendish Securities.
30
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Investment Guidelines
The UK equity element of the portfolio will be mostly invested in the
FTSE All-Share Index; however, exceptional positions may be
sanctioned by the Board and up to 30% of the portfolio may be held
in listed international equities, subject to a maximum 10% exposure
to emerging markets. The Company may continue to hold securities
that cease to be quoted or listed if the Portfolio Manager considers
this to be appropriate. There is an absolute limit of 10% of the portfolio in
any individual stock with a maximum exposure to a specific sector of 35%,
in each case irrespective of their weightings in the Benchmark .
It is the Company’s policy to invest no more than 15% of its gross assets in
other listed investment companies (including listed investment trusts).
The Company maintains a diversified portfolio of investments, typically
comprising 30-50 holdings, but without restricting the Company from
holding a more or less concentrated portfolio from time-to-time as
circumstances require.
The Company’s long-term investment strategy emphasises stocks of
companies that are out of favour and whose share prices do not match the
Portfolio Manager’s assessment of their longer-term value.
From time-to-time fixed interest holdings or non-equity interests may
be held for yield enhancement and other purposes. Derivative
instruments may be used in certain circumstances, and with the prior
approval of the Board, for hedging purposes or to take advantage of
specific investment opportunities.
Liquidity and borrowings are managed with the aim of increasing returns
to shareholders. The Company’s gross gearing range may fluctuate
between 0% and 30%, based on the current balance sheet structure, with
an absolute limit of 50%.
As a general rule, it is the Board’s intention that the portfolio should be
reasonably fully invested. An investment level of 90% of shareholder
funds is regarded as a guideline minimum investment level dependent
on market conditions.
Risk is managed through diversification of holdings, investment limits
set by the Board and appropriate financial and other controls relating
to the administration of assets.
Lenders
Alongside shareholders’ equity, the Company is partly funded by debt.
All the Company’s debt is subject to contractual terms and restrictions.
We have an established procedure to report regularly to our lender on
compliance with debt terms. It is our policy that all interest payments and
repayments of principal will continue to be made in full and on time.
Service Providers
To function as an investment trust listed on the London Stock Exchange,
the Company relies on a number of suppliers and advisers for support in
complying with all relevant legal and regulatory obligations.
The Company’s day-to-day operational functions are delegated to a
number of third-party service providers, each engaged under separate
contracts. The Company’s principal service providers are the Portfolio
Manager, Alternative Investment Fund Manager, Administrator and Company
Secretary, Custodian and Depositary, Broker and the Registrar.
Over the past three years the Board believes it has continued to develop
a close and constructive working relationship with the Portfolio Manager,
which it believes is crucial to promoting the long-term success of the
Company. Representatives of the Portfolio Manager attend Board meetings
and provide reports and verbal updates on matters relating to investments,
performance and marketing.
The Board, primarily through the Audit and Risk and Management
Engagement Committees, keeps the ongoing performance of the Portfolio
Manager and the Company’s other principal third-party service providers
under continual review.
Culture
The purpose of the Company is to deliver long-term returns for shareholders
from a diversified portfolio of investments. These investments will primarily
be UK listed. The Company has no employees, but the culture of the Board
is to promote strong governance and a long-term investment outlook with
an emphasis on investing in businesses that can deliver enduring value to
shareholders. Therefore, the Board asks the Company’s Portfolio Manager
to invest in stocks that fulfil the traditional metrics of the value style but also
possess a business model that is resilient and viable in the long term.
Investment Objective and Policy
The Company’s investment objective is to provide growth in income and
capital to achieve a long-term total return greater than the benchmark
FTSE All-Share Index, through investment primarily in UK-listed securities.
The Company’s policy is to invest in a broad spread of securities with
typically the majority of the portfolio selected from the constituents of the
FTSE 350 Index.
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
31
Key Performance Indicators
The key performance indicators (“KPIs”) used to determine the progress
and performance of the Company over time, and which are comparable
to those reported by other investment trusts, are:
• NAV total return relative to the FTSE All-Share Index;
• Discount/premium to NAV;
• Dividends per share; and
• Ongoing charges.
While some elements of performance against KPIs are beyond the Board’s
and Portfolio Manager’s control, they provide measures of the Company’s
absolute and relative performance and are, therefore, monitored by the
Board on a regular basis.
NAV Total Return
In reviewing the performance of the assets in the Company’s portfolio
the Board monitors the NAV in relation to the FTSE All-Share Index. This
is the most important KPI by which performance is judged. During the
year the NAV total return with debt at fair value of the Company was 19.9 %
compared with a total return of 9.5% by the FTSE All-Share Index. As
noted in both the Chairman’s Statement and Portfolio Manager’s Report,
the Company outperformed the FTSE All-Share Index on both a NAV and
share price basis.
Discount to NAV
The Board monitors the premium/discount at which the Company’s
shares trade in relation to their NAV. During the year the shares traded at
an average discount to NAV of 6.8%. This compares with an average
discount of 6.0% in the previous year. As set out in the Chairman’s
Statement on page 7 , during the year the Board closely monitored the
discount and utilised share buy backs when it was considered appropriate
to do so. The Board and Portfolio Manager closely monitor both
movements in the Company’s share price and significant dealings in the
shares. In order to avoid substantial overhangs or shortages of shares in
the market the Board asks shareholders to approve resolutions which
allow for both the buy back of shares and their issuance, which can assist
in the management of the discount or premium.
Dividends per Share
It remains the Directors’ intention to distribute, over time, by way of
dividends, substantially all of the Company’s net revenue income after
expenses and taxation. The Portfolio Manager aims to maximise total
returns from the portfolio. The Company has paid dividends totalling
11.25p per ordinary share for the year ended 31 December 2024
(2023: 9.60p ) , representing a dividend yield of 4.1% at the year-end
(2023: 4.0%). The Board hopes to continue sustainable dividend growth
over the coming years. This, together with a proposed enhancement
to the Company’s Dividend Policy, is explained in more detail in the
Chairman’s Statement beginning on page 7 .
Ongoing Charges
Ongoing charges is an expression of the Company’s management fees
and other operating expenses as a percentage of average daily net assets
over the year. The ongoing charges for the year ended 31 December 2024
were 0.61% (2023: 0.56%). T he Board reviews the Company’s ongoing
charges on a regular basis. While t he level of the Company’s ongoing
charges has increased slightly over the year, it compares favourably with
peers in the UK Equity Income sector of investment trust companies.
32
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2023
Ten-Year KPI Summary
2015 2016 2017 2018 2019 2020^ 2021 2022 2023 2024
Total Returns
NAV with debt at
fair value3 (1.2%) 20.6% 10.2% (11.3%) 27.9% (28.0%) 24.6% 0.9% 12.3% 19.9%
Share Price3 (7.9%) 20.7% 11.0% (9.7%) 34.3% (31.5%) 20.0% 3.6% 12.5% 19.1%
FTSE All-Share
Index3 1.0% 16.8% 13.1% (9.5%) 19.2% (9.8%) 18.3% 0.3% 7.9% 9.5%
NAV per share* (p) 226.0 236.2 280.0 239.9 294.6 202.0 241.7 228.5 248.0 286.2
NAV per share with
debt at fair value* (p) 222.9 259.6 277.4 238.1 292.5 199.2 240.4 233.5 252.2 291.1
Share Price* (p) 210.4 244.6 262.8 229.2 295.2 191.0 221.6 220.5 238.0 272.0
Premium/
(Discount) 2 (5.6%) (5.8%) (5.3%) (3.7%) 0.9% (4.1%) (7.8%) (5.6%) (5.6%) (6.6%)
Dividends per
share* (p) 7.93 8.09 8.49 9.34 10.28 7.70 7.90 9.35 9.60 11.25
Dividend Yield 1 3.8% 3.3% 3.2% 4.1% 3.5% 4.0% 3.6% 4.2% 4.0% 4.1%
Ongoing Charges 0.49% 0.51% 0.49% 0.47% 0.49% 0.50% 0.48% 0.54% 0.56% 0.61%
* Comparative periods have been restated for the sub-division of each ordinary share into 5 new ordinary shares, approved at the AGM held
on 10 May 2022 and completed on 13 May 2022.
^ Redwheel was appointed as Portfolio Manager on 30 October 2020.
1 Calculated as dividends per share divided by the year -end share price.
2 Premium / (Discount) of share price to NAV per share with debt at fair value.
3 Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
33
34
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Principal and Emerging Risks
The Board has overall responsibility for reviewing the effectiveness of the system
of risk management and internal control which is operated by the Portfolio
Manager and the Company’s other service providers. The Company’s ongoing
risk management process is designed to identify, evaluate and mitigate the
significant risks that the Company faces. A ‘heat map’ system is used, allowing a
visual assessment of the different risks identified and adjustment of the inputs
based on changing internal and external factors.
The Board undertakes a semi-annual risk review with the assistance of the Audit
and Risk Committee, to assess the adequacy and effectiveness of the Portfolio
Manager and other service providers’ risk management and internal control processes.
The Board has carried out a robust assessment of its principal and emerging risks
during the period under review, including those that would threaten its business
model, future performance, solvency or liquidity.
The principal and emerging risks and uncertainties faced by the Company are set
out overleaf. The risks arising from the Company’s financial instruments are set
out in note 20 to the Financial Statements (beginning on page 89 ).
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
35
Risk Mitigation and Management
To manage these risks the Board and the AIFM have appointed Redwheel
to manage the portfolio within the remit of the investment objective and
policy, and imposed various limits and guidelines, set out on page 30 .
These limits ensure that the portfolio is diversified, reducing the risks
associated with individual stocks. The compliance with those limits and
guidelines is monitored daily by Frostrow and Redwheel and reported
to the Board weekly.
In addition, Redwheel reports at each Board meeting on the performance
of the Company’s portfolio, including the rationale for investment
decisions, the make-up of the portfolio and the investment strategy.
As part of its review of the viability of the Company, the Board also considers
the sensitivity of the Company to changes in market prices and foreign
exchange rates (see note 20 beginning on page 89 ), how the portfolio would
perform during a market crisis, and the ability of the Company to liquidate
its portfolio if the need arose. Further details are included in the Going
Concern and Viability Statements on page 38 .
While global events are outside the control of the Company the Board
reviews regularly, and discusses with the Portfolio Manager, the wider
economic and political environment, along with the portfolio exposure
and the execution of the investment policy against the long-term
objectives of the Company. The Portfolio Manager performs risk analysis,
including country and industry specific monitoring, on an ongoing basis.
The Board regularly reviews global environmental, geopolitical and
economic developments with the Portfolio Manager, along with the
implications of these risks and events on portfolio construction and the
Company’s operations. ESG considerations are incorporated into the
investment process of Redwheel, as part of the drive to invest in companies
with long-term viability. The Portfolio Manager also uses its voting powers
to engage with and influence investee companies towards taking
positive steps against climate change and other environmental impacts.
By the nature of its activities and Investment Objective, the Company’s
portfolio is exposed to fluctuations in market prices (from both individual
security prices and foreign exchange rates). As such investors should be
aware that by investing in the Company they are exposing themselves
to market risks.
The Company also uses gearing, via the private placement loans issued, the
effect of which is to amplify the gains or losses the Company experiences.
As recent years have demonstrated, global events, including unforeseen
events, can have a dramatic effect on both financial markets and everyday
life. The Company is at risk from both the financial impacts of such events,
as well as possible disruption to the day-to-day activities of its service
providers and portfolio companies. Ongoing geopolitical tensions
around the world while not currently directly affecting the Company may
have an impact on its investments.
While the Company itself faces limited direct risk from climate change, the
board is cognisant of the potential impact on portfolio companies and
their operations. Significant changes in climate, or indeed Government
measures taken to combat climate change, could present a material risk
to the value of the portfolio.
Market Risk
Geopolitical and Macro Risks
Climate Risks
36
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Risk Mitigation and Management
In managing this risk the Board:
• reviews the Company’s investment strategy and objective in relation
to market and economic conditions, and the operation of the
Company’s peers;
• discusses at each Board meeting the Company’s future development
and strategy;
• reviews the shareholder register at each Board meeting; and,
• actively seeks to promote the Company to current and potential
investors.
In addition the Company’s share price and premium or discount to NAV
are monitored by the Portfolio Manager and the Board on a regular basis.
The Directors attach considerable importance to the level of premium
or discount to NAV at which the shares trade, both in absolute terms
and relative to the rating at which the UK Equity Income sector of
investment trusts is trading, and will take action where levels are deemed
to be excessive. The Directors are prepared to be proactive in
premium/ discount management to minimise potential disadvantages
to shareholders, which continued to be demonstrated during 2024.
The investments of the Company are managed by a team of two m anagers,
Ian Lance and Nick Purves. The Portfolio Manager takes steps to reduce
the likelihood of such an event by aligning the interests of the investment
team with the wider organisation, as well as providing a high degree of
autonomy with no overarching chief investment officer or investment
committee. Furthermore, the AIFM, in consultation with the Board, may
terminate the Portfolio Management Agreement should Ian Lance and
Nick Purves cease to be able to perform their duties or cease to be
associated with the Portfolio Manager and not be replaced by people
with relevant experience.
The Board monitors this risk through the review of detailed income
reports and forecasts which are considered at each meeting, with input
from the Portfolio Manager. As at 31 December 2024 the Company had
distributable revenue reserves of £15.7 million. Furthermore, income
risk is mitigated by the Company’s ability to distribute realised capital
gains if required to meet any revenue shortfall. With the level of income
paid and forecast by investee companies continuing to increase across
the year, the Company has been able to raise its dividend.
The Company is exposed to the risk, particularly if the investment strategy
and approach are unsuccessful, that the Company may underperform
resulting in the Company becoming unattractive to investors, a widening
of the share price discount to NAV per share and the Company may become
vulnerable to activist shareholders.
A sudden departure of the members of the portfolio management team
could result in a short-term deterioration in investment performance.
Risk that the portfolio does not generate the necessary level of income,
over time, from which to maintain progressive dividend payments to
shareholders.
Shareholder Relations and Share Price Performance Risk
Loss of Investment Team or Portfolio Manager
Income Risk – Dividend
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
37
Risk Mitigation and Management
The Audit and Risk Committee receives control reports and confirmation
from its service providers regarding the measures that they take in this
regard. The cyber security policies of all service providers have also been
reviewed by the Board. Equiniti, the Company’s Registrar, provided a
cyber security update to the Audit and Risk Committee at its meeting in
August 2024. For more widespread disruption such as a state-backed
cyberattack limited mitigation is possible, however all service providers
remain vigilant given the increased likelihood of such an event in the
current climate.
To manage these risks the Board, via its Management Engagement
Committee and Audit and Risk Committee:
• receives reports from Frostrow at each Board meeting, which includes,
inter alia, details of compliance with applicable laws and regulations;
• reviews internal control reports, key policies, including measures
taken to combat cyber security issues, and also the disaster recovery
procedures of its service providers;
• maintains a risk matrix with details of risks the Company is exposed
to and the controls/mitigation in relation to those risks;
• receives updates on pending changes to the regulatory and legal
environment and progress towards the Company’s compliance with
these; and
• has considered the increased risk of cyber attacks and received
reports and assurance at meetings with its service providers that
appropriate information security controls are in place.
In addition to its ongoing monitoring of the investment portfolio and
transactions, the AIFM carries out a formal due diligence exercise on
the Portfolio Manager annually, ensuring that the appropriate
controls, processes and resourcing are in place to manage the
portfolio within the stated investment policies and guidelines.
The Company has limited direct exposure to cyber risk. However, the
Company’s operations or reputation could be affected if any of its service
providers suffered a major cyber security breach. A state-backed
cyber attack could also result in widespread disruption across the financial
services industry.
The Company is reliant on the systems of its service providers and as such
disruption to, or a failure of, those systems (including, for example, as
a result of cyber-crime or a ‘black swan’ event) could lead to a failure to
comply with law and regulations leading to reputational damage and/or a
financial loss.
The Board has in place a robust process to identify, assess and monitor the principal risks and uncertainties and also to identify and evaluate newly
emerging risks. The Board, through the Audit and Risk Committee, regularly reviews all risks to the Company, including emerging risks, which
are identified by a variety of means, including advice from the Company’s professional advisors, the Association of Investment Companies (the “AIC”),
and Directors’ knowledge of markets, changes and events. No new or emerging risks were identified during the year.
Cyber Security
Service Provider Risk
Emerging Risks
38
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Going Concern
The Directors have reviewed the going concern basis of accounting for the
Company. The Company’s assets consist substantially of equity shares
in listed companies and in most circumstances are realisable within a short
timescale. The use of the going concern basis of accounting is appropriate
because there are no material uncertainties related to events or conditions
that may cast significant doubt about the ability of the Company to
continue as a going concern. The Directors therefore have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for 12 months from the date of the approval of these
Financial Statements. Accordingly, the Directors continue to adopt the
going concern basis in preparing the accounts. See note 1 beginning on
page 77 for further detail.
Viability Statement
The Board makes an assessment of the longer-term prospects of the
Company beyond the timeframe envisaged under the going concern
basis of accounting, having regard to the Company’s current position and
the principal and emerging risks and uncertainties it faces. The AIFM and
Portfolio Manager have assisted the Board in making this assessment
via financial modelling and income forecasting, which demonstrates
the financial viability of the Company. Stress-testing scenarios, such
as an extreme drop in equity markets, have also been carried out
and the projected financial position remains strong and all payment
obligations achievable .
The stress-testing scenarios used to assess future viability incorporate
a number of inputs. The financial structure of the Company is stable, with
known payment obligations that can be modelled for future years with
a low likelihood of any changes. Revenue expectations are modelled by
the Portfolio Manager and the AIFM for future years with decreasing
levels of certainty over time, based on the financial position and
performance of investee companies. This is combined with an
expectation of the rate of dividend payments to be made by the
Company over the coming years to give an overall financial projection
in normal market conditions.
To stress-test this projection, scenarios are then modelled for a 20% and
50% fall in both investee company valuations and the level of dividend
payments they make. In both cases, because the Company has both the
ability to control its own dividend payments and a liquid portfolio of
investments, the impact to reserves could be managed and the Company
would remain viable during such periods.
The Company is a long-term investment vehicle and the Directors,
therefore, believe that it is appropriate to assess its viability over a
long-term horizon. For the purposes of assessing the Company’s prospects
in accordance with the AIC Code of Corporate Governance (the “AIC Code”),
the Board considers that assessing the Company’s prospects over a
period of five years is appropriate given the nature of the Company and
the inherent uncertainties over a longer time period.
The Directors believe that a five-year period appropriately reflects the
long-term strategy of the Company and over which, in the absence of any
adverse change to the regulatory environment and 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 and to
the adequacy of the mitigating controls in place.
In assessing the viability of the Company, the Directors have conducted a
thorough assessment of each of the Company’s principal and emerging
risks and uncertainties set out on pages 35 to 37 . Particular scrutiny was
given to the impact of a significant fall in equity markets on the value of the
Company’s investment portfolio.
The Directors have also considered the Company’s leverage and liquidity
in the context of its long-dated fixed-rate borrowings (see notes 8 and
15 for further details on the borrowings), its income and expenditure
projections and the fact that the Company’s investments comprise mainly
readily realisable quoted securities which can be sold to meet funding
requirements if necessary.
All of the key operations required by the Company are outsourced to
third-party providers and alternative providers could be secured at relatively
short notice if necessary.
Having taken into account the Company’s current position and the
potential impact of its principal and emerging risks and uncertainties, the
Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due for a period
of five years from the date of this Annual Report.
Modern Slavery Act
Due to the nature of the Company’s operational model and the fact that it
generates no turnover, the Board is satisfied that the Company is not subject
to the UK’s Modern Slavery Act 2015. The Company does not therefore
make a modern slavery and human trafficking statement. The Board
however appreciates the significance of Modern Slavery as an issue but
considers the Company’s supply chains, dealing predominantly with
professional advisers and service providers in the financial services industry,
to represent a low risk of exposure to modern slavery.
In relation to the Company’s investments, the Board has noted that the
Portfolio Manager signed a letter in both 2023 and 2024, and will again in
2025 , which is sent to FTSE 350 companies considered at that time not to
be in compliance with the requirements of the Modern Slavery Act 2015.
This initiative, coordinated by Rathbones, was awarded the Stewardship
Initiative of the Year award in 2022 by the UN Principles for Responsible
Investment. Infractions tend to be of a technical nature, such as not having
a Modern Slavery Statement available on websites, or not evidencing that
such Statements have approval from the board of the relevant organisation.
In 2024, the Portfolio Manager engaged with investee companies to
highlight where corrections were required to achieve compliance
and worked with Rathbones to monitor responses.
Within its investment process, Redwheel principally assesses the risk of
modern slavery exposure through reference to the Corporate Human
Rights Benchmark (which scores companies on governance and policies;
remedies and grievance mechanisms; and embedding respect and
human rights due diligence) and through company compliance with the
UN Global Compact, the UN Guiding Principles on Business and Human
Rights, and the Organisation for Economic Co-operation and Development
Guidelines for Multinational Enterprises.
The Portfolio Manager also uses Sustainalytics data to monitor breaches in
global norms and controversies including employee incidents. The Materiality
Map developed originally by the Sustainability Accounting Standards
Board helps improve understanding of the sectors in which companies
are most at risk of exposure to labour and modern slavery issues.
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
39
Gender Diversity
At the year -end, there were two male and two female Directors on the
Board. The Company has no employees and therefore there is nothing
further to report in respect of gender representation within the Company.
The Company’s policy on diversity is detailed in the Corporate Governance
Statement on page 53 .
Bribery Act
The Company has a zero-tolerance policy towards bribery and is
committed to carrying out business fairly, honestly and openly. The
Portfolio Manager also adopts a zero-tolerance approach and has 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.
Stewardship/Engagement
The Board requires the Portfolio Manager to adopt an active stewardship
role, including the effective exercising of shareholders’ ownership rights.
It believes that this is central to the achievement of its aim to preserve
and grow the long-term real purchasing power of the assets entrusted
to it by shareholders.
The Portfolio Manager thus monitors, evaluates and if necessary, actively
engages or withdraws from investments with the aim of preserving or
adding value to the portfolio. It became a signatory to the UN Principles
for Responsible Investment in 2020, had been a signatory to the UK
Stewardship Code 2012, and in 2024 was again endorsed as a signatory
to the UK Stewardship Code 2020.
Both the Board and the Portfolio Manager firmly believe that
environmental, social and governance issues can have a material
financial impact on the value of a company along with its social
licence to operate, and therefore on the value of its investors’ capital.
It is thus important for a long-term responsible investor to integrate
these issues into the investment process.
The Portfolio Manager believes that its stewardship role is wholly consistent
with supporting companies to grow in a sustainable way, for executive
teams and board members to run their companies for the long term and
for the benefit of all stakeholders. Moreover, it believes that, considered
over the long term, shareholder capital is put at greatest risk where
companies are not run in a sustainable manner, whether from lack of
prudence on financial strength or from recklessness in the pursuit of
growth at the expense of the environment and relations with business
stakeholders. Conversely, companies that are run more prudently and
which take into greater consideration the needs and expectations of
stakeholders more broadly are believed to offer greater potential to be
successful, resilient, and financially rewarding for shareholders.
Further detail on the Portfolio Manager’s approach to stewardship is
detailed within its Stewardship Policy
1
.
Environment
As an investment trust which outsources all of its operations, there are
no greenhouse gas emissions to report from the operations of the
Company other than those of the service providers and limited home
working by the Board. The Company does not have responsibility for
any other emissions producing sources reportable under the Companies
Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 or
the Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018. Consequently, the Company
consumed very little direct energy during the year and therefore is exempt
from the disclosures required under the Streamlined Energy and Carbon
Reporting criteria.
Environmental and climate considerations – both in a systemic sense and
idiosyncratically – have become increasingly important for many in the
investment industry and beyond over the past decade. Physical and
transitional climate risks remain very much at the top of the list of factors
considered to potentially have a material financial impact over the
longer term. Attention is now also increasing in relation to the use and
management by companies of natural resources, such as water, as well
as biodiversity impacts arising in particular from pollution and waste
management practices. The Portfolio Manager believes active engagement
with portfolio companies is required to address these kinds of challenges.
Divesting simply does not address the problem. Instead, by supporting
companies as they transition over time to more sustainable business
models, the Portfolio Manager believes that environmental impacts can
be both reduced and mitigated.
Detail on the carbon characteristics of the Company is shown in the
sections overleaf.
It is worth noting that in June 2024 our Portfolio Manager published
its entity level report on how it manages climate related risks and
opportunities in its investment portfolios and across its business
operations in line with the recommendations of the Taskforce on
Climate-Related Financial Disclosures . A product level report for the
Company will be made available on the Company’s website from
July 2025.
1
www.redwheel.com/uk/en/individual/resources
40
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Approach
When monitoring and reporting the carbon credentials of the Company,
we use the metrics and methodologies recommended by the Taskforce
on Climate-Related Financial Disclosures (“TCFD”). Analysis focuses on
the emissions of companies that are considered to be either “Scope 1”
or “Scope 2”. Scope 1 emissions are the emissions directly attributable
to a company’s operations, whereas Scope 2 emissions are the emissions
indirectly attributable to a company’s operations (e.g. relating to the power
it consumes). Both are expressed in terms of tonnes of carbon dioxide
equivalent (t CO2eq), the universal unit of measurement used to indicate
the global warming potential of greenhouse gases, definition and
methodology by Greenhouse Gas Protocol.
The integration into the analysis of corporate “Scope 3” emissions remains
an aspiration as there are issues relating to data quality and the
double-counting of emissions within methodologies which continue to
hamper expansion of the analysis.
Total Scope 1 & 2 Emissions
The chart above provides representations of the absolute greenhouse gas
emissions (GHG) attributable both to the Company, and also to a notional
investment of equal value in a basket of companies comprising FTSE
All -Share.
An equity ownership approach is used to allocate both Scope 1 and Scope 2
emissions to investments. Under this approach, if an investor holds shares
equal in value to 5 % of a company’s total market capitalisation, then the
investor is considered to own 5 % of the Company; accordingly, it is
considered to be liable for 5 % of the Company’s GHG (or carbon) emissions.
As compared to FTSE All -Share, the Company exhibits a higher value for its
Scope 1 (+25%) but a lower Scope 2 emissions (-1%) compared to last year.
These metrics are presented on an absolute basis; as the value of the
Company increases, we would expect the overall emissions attributable
to the Company to increase. The respective values for the Company
and FTSE All-Share, normalised by the value of the Company, which in
essence is the carbon footprint metric, are 164.1 and 104.09 tCO2eq/
GBPm, respectively. The Company’s carbon footprint is 56% higher as it
is more exposed to high intensive carbon industries than the index.
Weighted Average Carbon Intensity (“WACI”):
This chart shows the asset-weighted emissions intensity both of the
Company, and also of an investment of equal value in a basket of
companies comprising FTSE All -Share.
Emissions intensity as a metric reflects the value of a company’s Scope 1
and Scope 2 carbon emissions (t CO2eq), normalised by revenues derived
(here, using GBP millions), over a particular period in line with the carbon
reporting one, which is financial year 2023 and 2022 respectively.
The weighted average carbon intensity of the Trust is 12% higher than
FTSE All -Share.
Observations
As compared to FTSE All -Share, the Company has a higher allocation to
the Oil & Gas (Fund: 14%; benchmark: 9%) and the Automobile s (+4%)
sectors. At the same time, the Company’s allocation to the Materials and
Utilities sectors is roughly the same as FTSE All -Share. These are sectors
responsible for a significant amount of carbon emissions and the previous
figures and charts above demonstrate this.
That said, it is important to note that whilst the Company has 100%
reported emissions coverage, this is not the case for FTSE All -Share as
only 53.6% of companies disclose emissions data directly. Another 7.2%
is estimated and there is no data for close to 40% of constituents .
Total Scope 1 & 2 Emissions
0 30,000 60,000 90,000 120,000 150,000
FTSE All-Share
Temple Bar
Investment Trust
(t COeq)
2023
2022
2023
2022
2024
2024
Portfolio Weighted Average Carbon Intensity
FTSE All-Share
Temple Bar
Investment Trust
(WACI) (t CO2eq/GBPm Revenue)
0 30 60 90 120 150
2023
2022
2023
2022
2024
2024
Source: FTSE All -Share and Temple Bar Investment Trust data as at 31 December 2024. To ensure consistency and comparability of the emissions of underlying companies, the
emissions data used represents emissions generated across financial year 2023. Data provided by Sustainalytics, as at 31 December 2024.
Carbon Emissions
Overview of Strategy continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
41
Social
The Portfolio Manager continues to believe that the financial impact from
social issues can be substantial.
Companies treating their employees, customers or suppliers
inappropriately store up future problems for the business in terms of
human capital (lower productivity, disruption to production, staff turnover),
brand value (dissatisfied customers, litigation) and reputation (supply-
chain issues, health and safety). Local communities are also important
to consider, particularly in extractive industries.
Cyber security is a notable risk for many companies, particularly for those
holding customer information, sensitive sectors such as banks or utilities
or where intellectual property is the basis of the value of a company.
The Portfolio Manager researches and monitors social risks, reviewing
issues for focus based on the Company’s composition. Exposure to conflict
regions is monitored for a risk of human rights abuses. Where there is
potential exposure the Portfolio Manager will monitor news flow and
speak with the investee companies to evaluate the risk. It may also
speak to a company’s wider stakeholders in order to seek a more holistic
assessment of specific situations. For instance, during the course of the
year, a representative of the Portfolio Manager spoke with a shareholder
representative organisation based in Canada, as well as a major
Canadian investor, as part of information gathering undertaken ahead
of engagement with a Canadian company.
Governance
The consideration of companies’ approaches to governance has been
at the heart of the Portfolio Manager’s process since inception. Governance
describes the controls and oversight processes in place to manage
operational risks (including environmental and social risks); it also sets
the basis for the culture of a firm. The Portfolio Manager seeks investee
companies whose management runs the business as owners, and thinks
long term about customers, employees, suppliers, and community. Such
an approach is believed ultimately to benefit shareholders.
The Portfolio Manager believes in the importance of investee companies
possessing a strong board, with non-executive directors possessing the
requisite skills, experience and independence to counter the impact of
a powerful or dominant chief executive officer. Diversity can support
this aim and helps to counter ‘group think’ and incorporate better the
views of wider stakeholders. Remuneration is an area of controversy, with
management pay ratcheting higher, often without consequence for failure
or poor performance. Compensation packages must be tied to long-term
drivers of sustainable value, rather than a function of financial engineering.
The timeframe for executive evaluations should be extended and there
should also be a downside risk by requiring management to put significant
‘skin in the game’.
If companies behave responsibly and act sustainably there are benefits
for society in terms of economic prosperity, political stability, and trust
in free markets. This in turn drives further benefits for the companies
themselves. The Portfolio Manager therefore believes it makes sense to
integrate into the investment process the consideration of a company’s
performance in addressing sustainability issues, even if the advantages
of doing so take time to emerge.
Remuneration
The Portfolio Manager believes that governance within UK companies is
generally of a very high standard. This reflects the UK Corporate Governance
Code and the long history of efforts to raise standards. Whilst there are many
individual aspects of corporate governance that the Portfolio Manager
considers, remuneration – the design and implementation in practice of
pay structures to reward and incentivise behaviours that help the Company
execute against its strategy – remains one of the most important.
The Portfolio Manager’s view is that the basis of a good corporate
remuneration policy is a well-constituted remuneration committee. This
requires both the independence of the committee members and relevant
experience in the field of remuneration. A committee must guard against
the ratcheting upward of compensation awards, balancing this with
attracting and retaining talent.
The Portfolio Manager encourages companies to set remuneration
metrics that align with the overall strategy, reflecting appropriate financial
incentives, in combination with non-financial metrics relating to
environment and social issues. Environmental metrics should be calibrated
to help address specific operational challenges, while on social issues
relations with employees, customers, suppliers and the community should
be reflected as appropriate.
Remuneration is a complex area and challenging to find the right balance
between the various objectives and agendas. Shareholders will invariably
give conflicting feedback to remuneration committees. Where the Portfolio
Manager can have significant influence, they will engage with companies
in the construction of the remuneration policy. Where they feel their
shareholding in a given company is too low to ensure a constructive basis
for engagement, they will share their own remuneration expectations
document which sets out for companies what the Portfolio Manager
expects to see.
The Portfolio Manager in conjunction with the Board will continue to
develop the overall approach and push for higher standards, ensuring that
they collectively protect shareholder interests and promote long-termism,
set in the context of sustainability for all stakeholders.
Engagement Policy
Engagement is central to the Portfolio Manager’s process. Communicating
with investee companies on areas of concern is a key aspect of the
Portfolio Manager’s approach. Having a long-term investment
horizon and concentrated portfolio allows the Portfolio Manager to build
meaningful relationships.
The engagement process is led and carried out by the Portfolio Manager,
consistent with the Redwheel Stewardship Policy. The specifics of each
process will be determined by the size of the exposure within the portfolio
and the materiality of the identified risk, amongst other factors. The Portfolio
Manager will draw from its own experience in assessing materiality risks as
well as both the Company’s own materiality assessment and independent
assessments on a sector basis, such as the Materiality Map developed
originally by the Sustainability Accounting Standards Board.
42
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
The method of engagement will depend on the engagement objectives.
For example, where the Portfolio Manager holds a position in an investee
company and is materially at odds with the Company’s strategic direction
or specific actions, it will usually set out its concerns in a letter to the
Company and follow up with a meeting. In some instances, the Portfolio
Manager will go further and set out a detailed analysis of the business or
sector, with proposed alterations to strategy, and discuss this analysis
with management.
The Portfolio Manager will engage with the chair of an investee company,
particularly at times of management change or in relation to long-term
questions on strategic direction. It may also engage with the investee
company’s senior independent director should it have concerns about
the chair or about board effectiveness. Other engagements may take
place in response to a request from the investee company themselves,
such as engagements with the chair of the remuneration committee to
discuss incentive structures and policies. Engaging in collaboration with
other shareholders, and casting votes against management at a company’s
AGM provide further means to escalate concerns when direct bilateral
engagement fails. As regards remuneration, the Portfolio Manager aligns
its approach to reflect the guidance provided by the Pensions and
Lifetime Savings Association and The Investment Association, as updated
from time to time.
The evaluation of the outcome of the Portfolio Manager’s engagements
will depend on the type of engagement and the extent to which the original
objective can be considered to have been achieved.
Where the Portfolio Manager looks for specific actions, it will assess
the outcome on whether management or the board engaged and
subsequently chose to act on the suggestions made. On other issues,
the evaluation of the engagement may be more qualitative and not as
transparent. The Portfolio Manager tries to be very open about the nature
of its engagements and the outcomes of them.
Case studies of the Portfolio Manager’s engagement with investee
companies during the year are provided on pages 20 to 22 and are just
some of numerous calls, meetings and written correspondence that the
Portfolio Manager had with companies to discuss a variety of sustainability
and ESG-related issues.
Overview of Strategy continued
Externalities and Non-Environmental Issues
In addition to adopting a stewardship approach to investment and
integrating sustainability and ESG considerations into its investment
approach, the Board asks the Portfolio Manager to consider systemic
externalities when assessing a company’s suitability for inclusion in the
portfolio. Systemic externalities are costs, usually considered as costs to
society or the environment, which are not captured by market pricing. In
particular, there are some areas where companies operating legally and
ethically may, through their joint actions (whether or not coordinated),
inadvertently contribute to the delivery of unintended consequences
for people and planet , particularly in relation to climate change, global
financial fragility, artificial intelligence, and antimicrobial resistance.
These are areas where the Board believes that engagement with investee
companies, in conjunction with other asset owners, is of particular
importance in order to raise awareness amongst companies of the need
for market-based responses. The Portfolio Manager reports regularly to the
Board with regard to its engagement with portfolio companies in relation
to such issues.
Future Developments
The future development of the Company is dependent on the success
of its investment strategy in the light of economic and equity market
developments. The outlook is discussed in the Chairman’s Statement
on page 8 and the Portfolio Manager’s Report on pages 14 to 17.
Strategic Report
On behalf of the Board
Richard Wyatt
Chairman
20 March 2025
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
43
44
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Richard Wyatt
Shefaly Yogendra
Governance Report
Board of Directors
Chairman of the Board and Member of the Audit and Risk,
Management Engagement and Nomination Committees
Richard Wyatt was appointed a Director in 2017. He is a former Group
Managing Director at Schroders and a Partner at Lazard. He was chairman
of the media agency Engine Group and served on the Regulatory Decisions
Committee of the FSA. He is currently a global partner of Rothschild & Co.
Member of the Audit and Risk Committee and Chair of the
Management Engagement and Nomination Committees
Shefaly Yogendra, PhD was appointed a Director in 2019. She built her
career in the technology industry, followed by strategic advisory work
on emerging technologies, and specialises in governance, growth, risk,
and decision making. She is a non-executive director of Harmony
Energy Income Trust PLC and JP Morgan US Smaller Companies
Investment Trust PLC and was formerly a non-executive director of Witan
Investment Trust plc. She was listed among the “100 Women To Watch”
in the Female FTSE Board Report 2016.
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
45
Carolyn Sims
Charles Cade
Senior Independent Director and member of the Audit and Risk
Committee, Management Engagement Committee and
Nomination Committee
Charles Cade was appointed a Director in 2022. He has more than 30 years’
experience in the investment companies sector, and was ranked among
the leading analysts throughout his career at Numis Securities, Winterflood
Securities, HSBC and Merrill Lynch. He joined the City following an MBA,
having previously worked for a consultancy firm and as an economist in the
UK government. He is currently a non-executive director of Vietnam
Enterprise Investments Ltd, a member of the Investment Committee of
the Rank Foundation charity, and an independent consultant to interactive
investor, the retail platform.
Chair of the Audit and Risk Committee, member of the Management
Engagement Committee and Nomination Committee
Carolyn Sims was appointed a Director in January 2023. She is the CFO of
British International Investment plc (BII), the UK’s Development
Finance Institution. Before joining BII in 2020, Carolyn was CFO of the
Wealth Management Division of Schroders plc and a member of its Group
Management Committee. Prior to that, Carolyn was the CFO of Cazenove
Capital Management Limited until its sale to Schroders in 2013. Carolyn
started her career with Touche Ross & Co. where she qualified as a
Chartered Accountant. She then joined Lazard where her roles included
COO for Global Capital Markets and UK Finance Director.
46
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Report of Directors
The Directors present the Annual Report & Financial Statements of the
Company for the year ended 31 December 2024.
Directors
ff
up to the date of the signing of the Annual Report are detailed on page s 44
and 45 . As at 31 December 2024, the Board of Directors of the Company
comprised two male and two female Directors.
All Directors will retire and stand for re-election at the Company’s AGM
on 6 May 2025. The rules concerning the appointment and replacement of
Directors are set out in the Company’s Articles of Association. There are
no agreements between the Company and its Directors concerning any
ff
Ordinary Dividends
The interim dividends paid by the Company are set out in note 10 to
the financial statements.
Subsequent to the year -end, the Board approved a fourth interim dividend
for the year ended 31 December 2024 of 3.0 p per ordinary share, which w ill
be paid on 2 April 2025.
Share Capital
At the AGM held on 7 May 2024, the Company was granted authority to
allot ordinary shares in the Company up to an aggregate nominal
amount of £1,434,055, being 10% of the total issued share capital at
that date, amounting to 28,684,101 ordinary shares. No shares were
issued during the year.
The Company was also granted authority to purchase up to 14.99% of
the Company’s ordinary share capital in issue at that date, amounting to
42,948,772 ordinary shares.
The Company bought back 5,217,257 shares of 5p each at a total cost of
£12.7 m during the year. This represented 1.8% of the total voting rights
at 31 December 2024. The shares bought back are held in treasury.
At 31 December 2024, the Company had 334,363,825 ordinary shares
in issue, 48,968,201 of which were held in treasury. The total voting rights
of the Company at 31 December 2024 were 285,395,624 .
Subsequent to the year -end and up to 19 March 2025 , the Company
bought back 791,246 ordinary shares for treasury, at a total cost of £2.2 m .
At 19 March 2025 , the Company ha d 334,363,825 ordinary shares in issue,
49,759,447 of which were held in treasury. The total voting rights at 19
March 2025 were 284,604,378 .
Authorities given to the Directors at the 2024 AGM to allot shares, disapply
statutory pre-emption rights and buy back shares will expire at the
forthcoming AGM.
At general meetings of the Company, shareholders are entitled to one
vote on a show of hands and on a poll, for every share held. The ordinary
shares carry the right to receive dividends and have one vote per
ordinary share. To the extent that they exist, revenue, profits and
certain of the Company’s capital reserves (including accumulated
revenue and realised capital reserves) are available for distribution
by way of dividends to holders of ordinary shares.
ft
surplus assets would be distributed to the shareholders pro rata to their
holding of ordinary shares. There are no restrictions on the transfer of
securities in the Company or on the voting rights of each ordinary share.
There are no special rights attached to any of the shares and no
agreements between holders of shares regarding their transfer known
to the Company and no agreements which the Company is party to that
ff
An amendment to the Company’s Articles of Association and the giving
of authority to issue or buy back the Company’s shares requires an
appropriate resolution to be passed by shareholders. Proposals for the
renewal of the Board’s current authorities to issue and buy back shares
are set out in the Notice of AGM on pages 93 to 96. Any issuance of shares,
whether new shares or the re-issuance of treasury shares, will only be
made at prices greater than the prevailing cum income NAV per share
(with debt at fair value).
Substantial Shareholders
As at 31 December 2024, the Company had been notified of the following
substantial interests in the Company’s voting rights and there have not
been any new holdings notified between the year end and the date of
this report.
This table reflects those shareholders who have notified the Company of a
substantial interest in its shares when they have crossed certain thresholds
and may not reflect their current holding. The table does not reflect the full
range of investors in the Company. The shareholder register is principally
comprised of private wealth managers and retail investors owning their
shares through a variety of online platforms.
Number of Percentage
ordinary of voting
shares rights
City of London Investment 14, 206,978 4.96
Management Company Limited
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
47
Management Arrangements
Under the terms of the Portfolio Management Agreement, Redwheel
is paid a management fee equal to 0.325% per annum of the Company’s
total assets. The Portfolio Management Agreement may be terminated
on six months’ notice. The Portfolio Management Agreement is also
capable of termination in certain circumstances including in the event
that both Nick Purves and Ian Lance cease to be responsible for the
management of the Company’s assets or otherwise become incapacitated.
Under the terms of the AIFM agreement, Frostrow Capital LLP (‘Frostrow’)
are paid 0.125% of market capitalisation up to £250m and 0.1% of market
capitalisation above £250m.
Continued Appointment of the AIFM and Portfolio Manager
The Board keeps the performance of the Portfolio Manager and the AIFM
under continual review, and the Management Engagement Committee
conducts an annual appraisal of their performance, and makes a
recommendation to the Board about their continuing appointment.
It is the opinion of the Board that the continuing appointment of the
Portfolio Manager, on the existing terms, is in the best interests of
shareholders as a whole. The reasons for this view are that the Portfolio
Manager has executed the investment strategy according to the
Board’s expectations and has produced positive returns relative to the
broader market.
ff
Frostrow is also responsible for the Company’s marketing and distribution
strategy. It is the Directors’ opinion that the continuing appointment
of Frostrow as AIFM is also in the best interests of the Company and its
shareholders as a whole.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.6 requires the Company to include certain information
in a single identifiable section of the Annual Report or a cross reference
table indicating where the information is set out. The Directors confirm
that there are no disclosures to be made in this regard.
Streamlined Energy and Carbon Reporting
The Company’s approach to ESG is set out on page 18.
Stakeholder Engagement
While the Company has no employees, or customers, the Directors give
regular consideration to the need to foster the Company’s business
ff
the principal decisions taken by the Company during the financial year
is set out in further detail in the Strategic Report on page 29.
Financial Risk Management
Information about the Company’s financial risk management objectives
and policies is set out in note 20 to the Financial Statements.
Disclosure of Information to the Auditor
ff
Report confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s Auditor is unaware, and each
Director has taken all reasonable steps that he/ she ought to have taken as
a Director to make himself/herself aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that information.
Post Balance Sheet Events
Post balance sheet events are disclosed in note 21 on page 91 to the
financial statements.
Future Developments
Details on the outlook of the Company are set out in the Chairman’s
Statement on page 8 and the Portfolio Manager’s Report on pages 14
to 17.
Annual General Meeting (“AGM”)
The Notice of the AGM of the Company to be held on 6 May 2025 is on
pages 93 to 96. In particular, resolutions regarding the following
items of business will also be proposed.
Dividend Policy
Resolution 9 set out in the Notice of AGM is for shareholders to approve
the Company’s dividend policy which is to authorise Directors of the
Company to declare and pay all dividends of the Company as interim
dividends, and for the last dividend referable to a financial year to not be
categorised as a final dividend. This is subject to shareholder approval.
As set out in the Chairman’s Statement on pages 7 and 8, it is proposed that
the dividend policy is amended so that interim dividends are enhanced
by the distribution of approximately 3.0p per share per annum to be
sourced from the Company’s distributable capital reserves.
48
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Authority to Allot Shares
Resolution 10 set out in the Notice of AGM is an ordinary resolution and
will, if passed, authorise the Directors to allot up to 28,460,437 ordinary
shares with a nominal value of £ 1,423,021 or 10% of the Company’s
ordinary shares in issue at the date at which this resolution is passed.
This will replace the current authority granted to the Directors at the
last AGM. This authority will expire at the AGM to be held in 2026 when a
resolution to renew the authority will be proposed.
The Directors intend to use this authority whenever they believe it would be
in the best interests of shareholders to do so. Any such issues would only be
made at prices greater than the prevailing NAV per share at the time of issue,
including current year income, as adjusted for the market value of the
Company’s debt and would therefore increase the assets underlying each
share. The issue proceeds would be available for investment in line with
the Company’s investment policy.
Authority to Disapply Pre-Emption Rights
When shares are to be allotted for cash, the Companies Act 2006 requires
ff
to their existing holdings of ordinary shares.
However, in certain circumstances, it is beneficial to allot shares for
cash otherwise than by pro rata to existing shareholders and the ordinary
shareholders can, by special resolution, waive their pre-emption rights.
Resolution 11 set out in the Notice of AGM is a special resolution and will,
if passed, authorise the Directors to allot up to 28,460,437 ordinary shares
with a nominal value of 1,423,021 or 10% of the Company’s ordinary shares
in issue at the date at which this resolution is passed, for cash on a
non-pre-emptive basis. This will replace the current authority granted
to the Directors at the last AGM. This authority will expire at the AGM to be
held in 2026 when a resolution to renew the authority will be proposed.
The Directors intend to use this authority whenever they believe it would
be in the best interests of shareholders to do so. Any such issues (including
the re-issuance of shares held in treasury) would only be made at prices
greater than the prevailing NAV per share (with debt at fair value) at the time
of issue, including current year income, and would therefore increase
the assets underlying each share. The issue proceeds would be available
for investment in line with the Company’s investment policy.
No issues of shares will be made which would alter the control of the
Company without the prior approval of shareholders in general meeting.
Authority to Purchase the Company’s Own Shares
The Directors consider it desirable to give the Company the opportunity
to buy back shares in circumstances where the shares may be bought for
a price which is below the NAV per share of the Company. The purchase
of ordinary shares is intended to reduce the discount at which ordinary
shares trade in the market through the Company becoming a source of
demand for such shares, as well as being accretive to the NAV per share.
During the year, the Company continued to buy back shares for this
purpose with the shares being held in treasury.
Resolution 12 set out in the Notice of AGM is a special resolution and will, if
passed, authorise the Directors to buy back up to 14.99% of the Company’s
shares in issue at the date at which the resolution is passed. This will
replace the current authority granted to the Directors at the last AGM.
This authority will expire at the AGM to be held in 2026 when a resolution
to renew the authority will be proposed. 5,217,257 shares have been
bought back under this authority during the year and 791,246 shares
have been bought back under this authority post year -end to 19 March
2025. The maximum price (exclusive of expenses) which may be paid
by the Company in relation to any such purchase is the higher of:
i) 5% above the average of the mid-market value of shares for the five
business days before the day of purchase; or
ii the higher of the price of the last independent trade and the highest
current independent bid on the London Stock Exchange.
The minimum price which may be paid for an ordinary share is the
nominal value of 5 p each.
The decision as to whether to buy back any ordinary shares will be at
the discretion of the Board. Ordinary shares bought back in accordance
with the authority granted to the Board will either be held in treasury
or cancelled. Shares held in treasury may be reissued from treasury but
will only be reissued at a price that is in excess of the Company’s then
prevailing NAV per share with debt at fair value. This authority will expire
at the AGM to be held in 2026 when a resolution to renew the authority
will be proposed.
Notice Period for General Meetings
Under the Companies Act 2006, the notice period of general meetings
(other than an AGM) is 21 clear days’ notice unless the Company: (i) has
gained shareholder approval for the holding of general meetings on a
shorter notice period (subject to a minimum of 14 clear days’ notice) by
ff
facility for all shareholders to vote by electronic means.
The Company would like the ability to call general meetings (other than
an AGM) on less than 21 clear days’ notice. The shorter notice period
proposed by Resolution 13, a special resolution, would not be used as
a matter of routine, but only where the flexibility is merited taking into
account the business of the meeting and is thought to be in the interests
ff
the AGM to be held in 2026, when it is intended that a similar resolution
will be proposed.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be
in the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that shareholders
should vote in favour of the resolutions to be proposed at the AGM, as
they intend to do so in respect of their own beneficial holdings.
On behalf of the Board
Richard Wyatt
Chairman
20 March 2025
Report of Directors continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
49
50
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Corporate Governance Statement
The Corporate Governance Statement and reports from the Committees
form part of the Report of Directors.
Corporate governance is the process by which the board of directors of
a company protects shareholders’ interests and by which it seeks to
enhance shareholder value. Shareholders hold the directors responsible
ff
responsibility to the directors to manage the company on their behalf
and holding them accountable for its performance.
Compliance with the AIC Code of Corporate Governance
(the “AIC Code”)
The Board considers the practice of good governance to be an integral
part of the way it manages the Company and is committed to maintaining
high standards of financial reporting, transparency and business integrity.
As Temple Bar is a UK-listed company, the Board’s principal governance
reporting obligation is in relation to the UK Code of Corporate Governance
(the “UK Code”) issued by the Financial Reporting Council (the “FRC”).
However, it is recognised that investment companies have special
circumstances which have an impact on their governance arrangements.
An investment company typically has no employees and as such the
day-to-day functions of the Company are outsourced to third parties. The
AIC has therefore drawn up its own set of guidelines known as the AIC Code,
last updated in February 2019, which recognises the nature of investment
companies by focusing on matters such as board independence and the
review of management and other third- party contracts. The FRC has
endorsed the AIC Code and confirmed that companies which report
against the AIC Code will meet their obligations in relation to the UK Code
and Listing Rule 6.6.6. The Board has chosen to report against the AIC
Code as it believes that its principles and recommendations will provide
better information to shareholders than reporting against only the
UK Code.
A copy of the AIC Code can be found at www.theaic.co.uk.
A copy of the UK Code can be obtained at www.frc.org.uk. The UK Code
includes provisions relating to:
• the role of the chief executive;
• executive directors’ remuneration; and
• the need for an internal audit function.
The Board considers that these provisions are not relevant to the position of
Temple Bar, being an externally managed investment company. In
particular, all of the Company’s day-to-day management and administrative
functions are outsourced to third parties. As a result, the Company has
no executive directors, employees or internal operations such as an internal
audit function. The Company has therefore not reported further in respect
of these provisions.
The Board of Directors
Under the leadership of the Chairman, the Board is ultimately responsible
for framing and executing the Company’s strategy and for closely
monitoring risks. The Directors are responsible for the determination
of the Company’s investment policy and investment strategy and have
overall responsibility for the Company’s activities, including the review
of investment activity and performance and the control and supervision
of the Portfolio Manager.
As at 31 December 2024, the Board consisted of four non-executive
Directors.
The Board seeks to ensure that it has an appropriate balance of skills
and experience, and considers that, collectively, it has substantial recent
and relevant experience of investment trusts and financial and public
company management.
The terms and conditions of the appointment of the Directors are
formalised in letters of appointment, copies of which are available for
ff
has a service contract with the Company nor has there been any other
contractual arrangement between the Company and any Director at
any time during the year. Directors are not entitled to compensation for
ff
The Directors have access to independent professional advice at the
Company’s expense if required. This is in addition to the access that every
Director has to the advice and services of the Company Secretary, who
is responsible for advising the Board on all governance matters and for
ensuring that Board procedures are followed and that applicable rules
and regulations are complied with.
Chairman and Senior Independent Director (“SID”)
The Chairman, Richard Wyatt, is independent and the Board considers
ffff
Chairman’s other commitments are detailed in his biography on page 44.
There is a clear division of responsibility between the Chairman, the
Directors, the Portfolio Manager and the Company’s other third-party
service providers. The Chairman is responsible for leading the Board,
ff
ensuring that all Directors receive accurate, timely and clear information.
Charles Cade is the Company’s SID. He acts as a sounding Board for the
Chairman, takes the lead in the annual evaluation of the Chairman by the
independent Directors, provides a channel for any shareholder concerns
regarding the Chairman and is available to meet with major shareholders
as appropriate. In periods of stress, the SID works with the Chairman, the
other Directors, and/or shareholders to resolve any issues.
The documents setting out the roles of the Chairman and SID are
available on the Company’s website.
Board Operation
The Directors have adopted a formal schedule of matters specifically
reserved for their approval. These include the following:
• approval of the Company’s investment policy, long-term
objectives and strategy;
• approval of annual and half-yearly reports and financial statements
and accounting policies, prospectuses, circulars and other shareholder
communications;
• raising new capital;
• approval of dividends;
• board appointments and removals;
• appointment and removal of the AIFM, Administrator and Company
Secretary and Portfolio Manager ; and
• approval of the Company’s annual expenditure budget.
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
51
At each Board meeting the Directors follow a formal agenda, which
includes a review of investment performance, analysis of the peer group,
marketing and financial information, together with briefing notes and
papers in relation to changes in the Company’s economic and financial
environment, statutory and regulatory changes and corporate governance
best practice.
The Board meets regularly throughout the year and representatives of
the AIFM and Portfolio Manager are in attendance, when appropriate, at
each meeting. Prior to each Board and Committee meeting, Directors
are provided with a comprehensive set of papers giving detailed
information on the Company and all Directors have timely access to all
relevant management, financial and regulatory information.
Committees
The Board has established three committees to assist its operations: the
Audit and Risk Committee, the Management Engagement Committee
and the Nomination Committee. Given the size and nature of the Board
it is felt appropriate that all Directors are members of each Committee.
The need for a separate Remuneration Committee will be kept under
review but, at present, given the size of the Board, the functions which
a Remuneration Committee would be responsible for are overseen by
the full Board.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Carolyn Sims. The Committee
meets formally at least twice a year. The Board is satisfied that members of
the Committee have relevant and recent financial experience to fulfil their
ffff
sector.
See page 45 for Carolyn’s biographical details.
The Committee has direct access to the Company’s Auditor and provides
a forum through which the Auditor reports to the Board. Representatives
of the Auditor are invited to attend the Committee meeting at which
the annual accounts are considered and any other meetings that the
Committee deems necessary.
Given the size and nature of the Board it is felt appropriate that all Directors
are members of each Committee. The Directors therefore believe it is
appropriate for Richard Wyatt, the Chairman of the Board, to be a member
of the Committee given his financial experience and experience of the
Company overall. The Committee is also of the view that his membership
would not compromise his independence as Chairman of the Board.
52
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Corporate Governance Statement continued
Management Engagement Committee
The Management Engagement Committee comprises all Directors and
is chaired by Shefaly Yogendra. The Committee met twice during the year
to review the ongoing performance and the continuing appointment of
all service providers of the Company, including the Portfolio Manager. The
Committee also considers any variation to the terms of all service providers’
agreements and reports its findings to the Board.
The terms of reference of the Committees are available on the Company’s website.
Meeting Attendance
The table below sets out the Directors’ attendance at Board and Committee meetings held during the year ended 31 December 2024.
* Retired from the Board on 7 May 2024.
Nomination Committee
A Nomination Committee comprising all Directors oversees a formal review
procedure governing the appointment of new Directors and evaluates the
overall composition of the Board, taking into account the existing balance
of skills, experience and knowledge. The Committee is also responsible
for assessing, on an annual basis, the individual performance of each
Director and for making recommendations as to whether they should
ff
Committee met once during the year, to discuss Board composition ,
succession and the re-election of each Director.
Management
Audit and Risk Engagement Nomination
Board Committee Committee Committee
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held Attended Held Attended Held Attended Held Attended
Lesley Sherratt* 5 3 2 1 2 1 1 1
Richard Wyatt 5 5 2 2 2 2 1 1
Shefaly Yogendra 5 5 2 2 2 2 1 1
Charles Cade 5 5 2 2 2 2 1 1
Carolyn Sims 5 5 2 2 2 2 1 1
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
53
Independence of the Directors
The Board has reviewed the independence status of each individual
Director and the Board as a whole. All Directors are considered to be
independent of the Portfolio Manager and free from any business or
other relationship that could materially interfere with the exercise of
their independent judgement.
Induction and Training
New Directors appointed to the Board are provided with an induction
programme which is tailored to the particular circumstances of the
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Directors about the Company, its key service providers, the Directors’ duties
and obligations and other matters as may be relevant from time to time.
Regular briefings are provided during the year on industry and regulatory
matters and the Directors receive other relevant training as required.
Director Appointment, Re-Election and Tenure
The rules concerning the appointment and replacement of Directors
are contained in the Company’s Articles of Association and the Companies
Act 2006.
Under the Company’s Articles of Association, Directors are subject to
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either of the two preceding AGMs shall retire. Beyond these requirements
and in accordance with the AIC Code, the Board has agreed a policy
whereby all Directors will seek annual re- election at the Company’s AGM.
The tenure of each independent, non-executive director, including the
Chairman, is not ordinarily expected to exceed nine years. It should be
noted that, in practice, the date of departure from the Board may be on
the day of the Annual General Meeting following this anniversary.
However, the Board has agreed that the tenure of the Chairman may
be extended for a limited time provided such an extension is conducive to
the Board’s overall orderly succession. The Board believes that this more
flexible approach to the tenure of the Chairman is appropriate in the
context of the regulatory rules that apply to investment companies, which
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being consistent with the need for regular refreshment and diversity.
Notwithstanding this expectation, the Board considers that a director’s
tenure does not necessarily reduce his or her ability to act independently
and will continue to assess each director’s independence annually, through
a formal performance evaluation.
The Board has carefully considered the position of each of the Directors
and, following the annual Board evaluation, all of the Directors continue
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commitment to the role. The Board therefore believes that it is in the best
interests of shareholders that each of the following Directors is re-elected
at the forthcoming AGM. The specific reasons for the re-election of each
Director are set out below:
• Richard Wyatt: Richard typically adopts a ‘big picture’ approach to Board
discussion and decision making. He is well reasoned, knowledgeable
and possesses a good understanding of the impact of current events.
In certain contexts, Richard’s ability to approach issues from a unique
perspective provides important balance to Board discussion.
• Shefaly Yogendra: Shefaly has extensive experience of governance and
risk, an increasingly important attribute in the Board’s risk management
and decision-making process. This particular skillset contributes
significantly to Board balance and discussion.
• Charles Cade: Charles joined the Board on 24 March 2022, and has
brought with him a wealth of experience and expertise in the investment
trust sector. His extensive career in the investment sector and his relevant
expertise and experience has proved invaluable to the Board.
• Carolyn Sims: Carolyn has been a CFO of asset and wealth management
businesses for over 15 years. From that she brings a wealth of technical
accounting and reporting, regulatory, risk and operational business
management experience.
Diversity
The Board supports the principle of Boardroom diversity, of which gender,
ethnicity and cognitive diversity are important aspects. The Company’s
policy is that the Board and its committees should be comprised of
directors with a diverse range of skills, knowledge and experience and
that appointments should be made on merit against objective criteria,
including diversity in its broadest sense.
The objective of the policy is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented on the Board.
To this end, achieving a diversity of perspectives and backgrounds on the
Board will be a key consideration in any director search process. The
Board encourages any recruitment agencies it engages to find a diverse
range of candidates that meet the criteria agreed for each appointment
and, from the shortlist, aims to ensure that a diverse range of candidates
is brought forward for interview.
The following two tables provide the breakdown in gender identity and
ethnic representation on the Board in accordance with the Listing Rule s.
As the Company is an investment trust it does not have any executive
directors, executive or senior management, or employees so only
information regarding the Directors is disclosed.
Reporting table on sex/gender representation as at
31 December 2024
Number of Percentage of
Board members the Board
Male 2 50%
Female 2 50%
Prefer not to say – –
Number of Percentage of
Board members the Board
White British or other
White (including
minority- white groups) 3 75%
Mixed/Multiple
Ethnic Groups – –
Asian/Asian British 1 25%
Black/African/
Caribbean/Black British – –
Other ethnic group – –
Not specified/
prefer not to say – –
Reporting table on ethnicity representation as at
31 December 2024*
* There were four Directors serving on the Board as at 31 December 2024.
54
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Board Succession
Post the year-end, the Nomination Committee met to discuss Chairman
succession and also the recruitment of an additional new Director, to
ensure an orderly succession and induction process.
The Board has an approved succession planning policy to ensure that
(i) there is a formal, rigorous and transparent procedure for the
appointment of new Directors; and (ii) the Board is comprised of members
who collectively display the necessary balance of professional skills,
experience, length of service and industry/Company knowledge.
Board Evaluation
The Directors are aware that they need to continually monitor and
improve performance, and recognise that this can be achieved through
regular Board evaluation, which provides a valuable feedback mechanism
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Following last year’s external evaluation, the evaluation of the Board
and the Chairman was conducted through a discussion covering a range
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composition, and corporate governance . The discussion was designed to
assess the strengths, areas of improvement and independence of the
Board, together with the performance of its Committees, the Chairman
and individual Directors.
The results of the Board and Chairman evaluation were discussed by the
Nomination Committee. Following the evaluation process, the Board
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and experience relevant to the leadership and direction of the Company.
Conflicts of Interest
Directors have a statutory duty to avoid situations in which they have or may
have interests that conflict with those of the Company, unless that conflict is
first authorised by the Board. This includes potential conflicts that may arise
when a Director takes up a position with another company. The Company’s
Articles of Association allow the Board to authorise such potential conflicts
and there is a procedure in place to deal with any actual or potential conflict
of interest. The Board deals with each appointment on its individual merit
and takes into consideration all relevant circumstances.
A register of conflicts is maintained by the Company Secretary and is
reviewed by the Directors at Board meetings to ensure that any authorised
conflicts remain appropriate. The Directors are required to confirm at
these meetings whether there has been any change to their position.
Shareholder Communications
Shareholder relations are given high priority by both the Board and
the Portfolio Manager. The principal medium by which the Company
communicates with shareholders is through annual and half-yearly
reports. The information contained therein is supplemented by daily
NAV announcements, a monthly factsheet available on the Company’s
website and a quarterly newsletter. Further information on engagement
with shareholders can be found under the Section 172 Statement on
page 28 .
Internal Control Review
The Directors are responsible for the systems of internal control relating
to the Company and the reliability of the financial reporting process,
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considered the guidance supplied by the FRC on risk management,
internal control and related finance and business reporting and an ongoing
process has been established for identifying, evaluating and managing
the principal and emerging risks faced by the Company. This process,
together with key procedures established with a view to providing
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at the date of this Annual Report.
The internal control systems are designed to ensure that proper accounting
records are maintained, that the financial information on which business
decisions are made and which are issued for publication is reliable and that
the assets of the Company are safeguarded.
The risk management process and systems of internal control are designed
to manage rather than eliminate the risk of failure to achieve the Company’s
objectives. It should be recognised that such systems can only provide
reasonable, not absolute, assurance against material misstatement or loss.
Internal Control Assessment Process
Robust risk assessments and reviews of internal controls are undertaken
regularly in the context of the Company’s overall investment objective.
A risk register has been produced against which identified and emerging
risks and the controls in place to mitigate those risks can be monitored.
The risks are assessed on the basis of the likelihood of them happening,
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of the controls in place to mitigate them. This risk matrix is reviewed on
a regular basis by the Audit and Risk Committee.
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Company’s risk management and internal control systems as they have
operated over the year and up to the date of approval of the Annual Report.
There were no matters arising from this review that required further
investigation and no significant failings or weaknesses were identified.
The majority of the day-to-day management functions of the Company are
sub-contracted, and the Directors therefore obtain regular assurances and
information from key third-party suppliers regarding the internal systems
and controls operating in their organisations. In addition, each of the third
parties is requested to provide a copy of its report on internal controls each
year, where available, which is reviewed by the Audit and Risk Committee.
On behalf of the Board
Richard Wyatt
Chairman
20 March 2025
Corporate Governance Statement continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
55
The Board presents the Report on Directors’ Remuneration for the year
ended 31 December 2024.
Statement from the Chairman
As set out in the Corporate Governance Statement on page 50 , the
Company does not have a Remuneration Committee and the Directors’
remuneration is determined by the Board as a whole. No Director is involved
in deciding their own individual remuneration. The Board reviews Directors’
fees on an annual basis to ensure that they remain appropriate and are in
line with the level of remuneration for other investment trusts of a similar
size. During the year ended 31 December 202 4, the annual fees were set at
a rate of £45,750 for the Chairman, £35,750 for the Chair of the Audit and
Risk Committee and £30,000 for a Director.
The Board met in November 2024 and discussed the proposed Director
fees for the year end ing 31 December 2025. The Board agreed to keep
the fees for the Chairman and Chair of the Audit and Risk Committee
unchanged and increase the fees for other Directors by £500 pa. With
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£30,500 pa for the other Directors. No remuneration consultants were
engaged by the Company during the financial year under review.
Remuneration Policy
The Directors’ Remuneration Policy was last approved at the Company’s
AGM in 2023. The policy is required to be put to a shareholders’ vote at
least once every three years and, in any year, if there is to be a change in the
Directors’ remuneration policy. Accordingly, an ordinary resolution will be
put to shareholders at the AGM to be held in 2026 to receive and approve
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shareholders. The Remuneration Policy will then remain in place for a
further three years or until such time as the Board may choose to make a
change to the Policy (whereby they would put any changed Remuneration
Policy to shareholders for approval), whichever is earliest. This ordinary
resolution will be in addition to the ordinary resolution which will be put to
shareholders to receive and approve the Directors’ Remuneration Report.
The proposed Directors’ remuneration policy is set out below in full and is
unchanged from that previously approved by shareholders. There will be
no change in the way that the Remuneration Policy will be implemented
compared to how it was implemented in the financial year under review
and since its last approval by shareholders at the AGM held in 2023.
Purpose and link to strategy
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individuals of high calibre with suitable knowledge and experience. Those
chairing the Board and key committees should be paid higher fees than
other Directors in recognition of their more demanding roles. Fees should
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responsibilities borne by the Directors.
Maximum and minimum levels
Remuneration consists of a fixed fee each year, set in accordance with
the stated policies, and any increase granted must be in line with the
stated policies.
The Board reviews the quantum of Directors’ fees each year to ensure
this is in line with the level of remuneration for other investment trusts of
a similar size.
Report on Directors’ Remuneration
When making recommendations for any changes in fees, the Board
considers wider factors such as the average rate of inflation over the period
since the previous review, and the level and any change in complexity of
the Directors’ responsibilities (including additional time commitments as
a result of increased regulatory or corporate governance requirements).
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Shareholder views in respect of Directors’ remuneration are communicated
at the AGM and are taken into account when formulating the Directors’
remuneration policy.
Voting at AGM
The Report on Directors’ Remuneration for the year ended 31 December
202 3 was approved by shareholders at the AGM held on 7 May 202 4.
99.5% of poll votes in respect of the approval of the Report on Directors’
Remuneration were in favour, 0.5% were against and 17 0,298 votes
were withheld. The Directors’ Remuneration Policy was approved by
shareholders at the AGM held on 9 May 202 3. 99.5% of proxy votes in
respect of approval of the Remuneration Policy were in favour, 0.5% were
against and 1 63,251 votes were withheld.
Performance Graph
The Company tries to meet its stated investment objective by investing
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balance of larger and smaller/medium-sized companies. The FTSE
All-Share Index is a very broad UK-based index, which makes it an
appropriate benchmark for the Company’s strategy and UK value mandates
in general, due to its coverage of small cap companies as well as the
larger-cap listings found in the main FTSE Indices.
The Directors consider that the most appropriate measure of the
Company’s performance is its share price total return compared with
the total return on the FTSE All-Share Index. A graph illustrating this relative
performance over a ten-year period is shown below.
Temple Bar Total Return Ten Years to 31 December 2024
FTSE All-Share (total return
sterling adjusted) (81.9%)
Share Price
Total Return (70.9%)
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 20
Dec 21
Dec 22
Dec 23
Dec 24
Dec 19
60
80
100
120
140
160
180
200
Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Rebased to 100 as at 31 December 201 4.
56
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Report on Directors’ Remuneration continued
Remuneration for the Year Ended 31 December 2024 (audited)
The aggregate limit of Directors’ fees of £250,000 per annum is set out in
the Company’s Articles of Association. Approval of shareholders would
be required to increase this limit.
It is the Company’s policy that no Director shall be entitled to any
performance-related remuneration, benefits in kind, long-term incentive
schemes, share options, pensions or other retirement benefits or
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contract with the Company, nor are they required to serve a notice period.
The remuneration paid to the Directors during the year is set out in the
table below:
Expenditure by the Company on Remuneration and Distributions
to Shareholders
The table below compares the remuneration paid to Directors with
distributions made to shareholders by way of a dividend, ongoing charges
of the Company, and shares bought back during the year under review
and the prior financial year.
2024 2023
£ £
Arthur Copple – 16,188
Lesley Sherratt 12,604 35,750
Richard Wyatt 45,750 40,289
Shefaly Yogendra 30,000 29,500
Charles Cade 30,000 29,500
Carolyn Sims 33,906 29,500
Total 152,260 180,727
2024 2023
£’000 £’000
Directors’ Remuneration 152 181
Total Dividends 30,817 28,932
Ongoing charges
1
4,737 4,095
Cost of share buybacks
during year 12,708 63,535
2024 to 2023 to 2022 to 2021 to
2025 2024 2023 2022
Chairman – – +5.2 +12.3
Chair of the
Audit and Risk
Committee – – +5.1 +10.6
Director +1.7 +1.7 +5.4 +8.7
Total amount of fixed fees
Relative importance of Spend on Pay
% change
Retired from the Board on 9 May 2023.
Retired from the Board on 6 May 2024.
Appointed Chairman of the Board from 9 May 2023.
Appointed as a Director on 1 January 2023 and Chair of the Audit and Risk Committee
on 6 May 2024.
See Glossary on page 99 .
Directors’ Shareholdings (audited)
There is no requirement under the Company’s Articles of Association
for Directors to hold shares in the Company.
The beneficial interests of the Directors’ and any connected persons in
the shares of the Company are set out below:
2024 2023
Number of Number of
shares shares*
Lesley Sherratt ^ n/a 325,000
Richard Wyatt 50,000 50,000
Shefaly Yogendra 4,500 4,500
Charles Cade 50,000 50,000
Carolyn Sims – –
* Figures re-stated in light of the share split as approved by shareholders in May 2022.
^ Retired from the Board on 6 May 2024..
There were no taxable benefits received by any Directors during the year.
Annual percentage change in Directors’ Remuneration
The following table sets out the annual percentage change in Directors’ fees
over the last three years and for the forthcoming year.
There were no changes in the interests shown above between 31 December
2024 and the date of this Annual Report.
Approval
The Report on Directors’ Remuneration was approved by the Board
and signed on its behalf by:
Richard Wyatt
Chairman
20 March 2025
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
57
I am pleased to present the Report of the Audit and Risk Committee
(the “Committee”) for the year ended 31 December 2024.
Role and Responsibilities of the Committee
The Committee’s main responsibilities during the year were:
• To review the Company’s Half-Year and Annual Report. In particular, to
consider and advise the Board on whether the Annual Report, taken
as a whole, is fair, balanced and understandable ;
• To review the risk management and internal control processes of the
Company and its key service providers ;
• To develop and implement a policy for the engagement of the external
Auditor and agreeing the scope of its work and its remuneration. Also,
to be responsible for the selection process of the external Auditor
(including the leadership of an audit tender process) and to have primary
responsibility for the Company’s relationship with the external Auditor ;
• ff
• To review the independence and objectivity of the external Auditor ;
• To consider any non-audit work to be carried out by the Auditor.
The Committee reviews the need for non-audit services to be provided
by the Auditor and authorises such on a case by case basis, having
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independence and objectivity of the Auditor ;
• To consider the need for an internal audit function. Since the Company
delegates its day-to-day operations to third parties and has no
employees, the Committee has determined there is no requirement
for such a function ;
• To assess the going concern and viability of the Company, including
the assumptions used ; and
• To report its findings to the Board.
A comprehensive description of the Committee’s role, its duties and
responsibilities, can be found in its terms of reference which are available
for review on the Company’s website at www.templebarinvestments.co.uk.
Report of the Audit and Risk Committee
Composition and Meetings
The Committee met twice during the year under review. In addition, the
Committee meets the Auditor at least annually, without any other party
present, for a private discussion. Details of the composition of the
Committee are set out in the Corporate Governance Statement on page 50.
The members of the Committee consider that they have the requisite
skills and experience to fulfil the responsibilities of the Committee. I have
recent and relevant financial experience with which to fulfil my role as
Chair of the Committee, and the Committee as a whole has competence
relevant to the investment trust sector.
Matters Considered During the Year
During the year, and to the date of this Annual Report, the Committee has:
• reviewed the Company’s Annual and Half Year Reports;
• reviewed the internal controls and risk management systems of the
Company and its third-party service providers;
• received a cyber security update from Equiniti Group, the Company’s
Registrar;
• agreed the audit plan and fees with the Auditor in respect of the audit,
including the principal areas of focus;
• received and discussed with the Auditor its report on the results of
the audit; and
• ff
considered its re-appointment and fees.
58
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Significant Issues Considered by the Committee
The Committee considered the following key issues in relation to the Company’s financial statements during the year:
Significant issue How the issue was addressed
The production of the Company’s Annual Report (including the audit by the Company’s external Auditor)
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In order to be able to confirm that the Annual Report is fair, balanced and understandable, the Board has
requested that the Committee advise on whether it considers these criteria have been satisfied. As part
of this process the Committee has considered the following:
• the procedures followed in the production of the Annual Report, including the processes in place to
assure the accuracy of the factual content;
• the extensive levels of review that were undertaken in the production process, by the Company’s AIFM and
the Committee; and
• the internal control environment as operated by the Portfolio Manager, AIFM and other service providers.
As a result of the work undertaken by the Committee, it has confirmed to the Board that the Annual Report and
the Financial Statements for the year ended 31 December 2024, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s financial
position, performance, business model and strategy.
The Committee addressed the overall accuracy of the Annual Report by undertaking a detailed review,
and also considering a letter from Frostrow in support of the letter of representation made by the Board
to the Auditor and the Auditor’s Report to the Committee.
The Board reviews detailed portfolio valuations at each meeting. It relies on the AIFM and the Portfolio Manager
to use correct listed prices and seeks comfort in the testing of this process through their internal control
statements. This was discussed with the AIFM and Portfolio Manager and Auditor at the conclusion of the audit.
The Company uses the services of an independent Depositary (BNYM) to hold the assets of the Company. The
Depositary checks the consistency of its records with those of the AIFM and Portfolio Manager on a monthly basis.
The Depositary provides a six-monthly report to the Board in relation to its monitoring and oversight of activities.
Income received is accounted for in accordance with the Company’s accounting policies as set out in note 1
to the financial statements.
The Board receives income forecasts, including special dividends, together with explanations from the
Portfolio Manager for any significant movements from previous forecasts.
The Committee regularly considers the controls in place to ensure that the regulations for maintaining
investment trust status are observed at all times and receives supporting documentation from the AIFM.
The Committee considered the Company’s financial requirements for the next twelve months and concluded
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prepared on a going concern basis. The Committee also considered the longer-term viability statement within
the Annual Report for the year ended 31 December 2024, covering a five-year period, and the underlying factors
and assumptions which contributed to the Committee deciding that this was an appropriate length of time
to consider the Company’s long-term viability. The Company’s viability statement can be found on page 38.
Annual Report and
Financial Statements
Valuation and
ownership of the
investment portfolio
Incomplete or
inaccurate revenue
recognition
Maintenance of
investment trust status
Going concern and
long-term viability of
the Company
Report of the Audit and Risk Committee continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
59
Internal Controls and Risk Management
The Committee carefully considers the internal control systems by
continually monitoring the services and controls of its third party service
providers.
The Committee reviewed and updated the risk matrix during the year in
consideration of the Company’s principal and emerging risks. In addition,
the Committee reviews the Company’s risk heat map on a regular basis.
This enables the Committee to assess all current and emerging risks faced
by the Company and to discuss in detail how these can be mitigated
and agree any action to be taken. The risks are considered individually
and collectively so as to ensure the potential combined impact of all
risks can be considered and appropriate action taken. The Committee
received reports on internal controls and compliance from the Portfolio
Manager and the Company’s other service providers and no significant
matters of concern were identified. Details of the principal and emerging
risks faced by the Company can be found on pages 35 to 37.
Half -Year Report & Financial Statements
The Committee reviewed the Half Year Report and Financial Statements,
which are not audited or reviewed by the Auditor, to ensure that the
accounting policies were consistent with those used in the annual financial
statements and that they portrayed a fair, balanced and understandable
picture of the period in question.
Internal Audit
The Company does not have an internal audit function.
The Committee monitors and considers the need for an internal audit
function on (at least) an annual basis. The Committee continues to
believe that the Company does not require an internal audit function
as it delegates its day-to-day operations to third parties from whom it
receives and reviews internal control reports.
Depositary
During the year, the Committee reviewed reports from the Depositary
on their regulatory oversight and due diligence duties. Nothing material
was brought to the attention of the Committee.
External Auditor
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held in March 2020. Audit fees for the year ended 31 December 2024 are
set out in note 7 to the financial statements.
The Auditor is required to rotate the audit partner every five years.
Peter Smith has been the audit partner since BDO LLP’s
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the completion of this years audit.
Peter Smith will be succeeded by Jamie Smith who I met prior to his
formal appointment.
There were no non-audit services provided by the Auditor during the year.
Effectiveness of the External Audit
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audit carried out by the Auditor, including a detailed review of the audit
plan and the audit results report, and makes recommendations to the
Board on the re-appointment and the terms of engagement of the Auditor.
The Chair of the Committee met with the Company’s Audit Partner prior
to the finalisation of the audit of the Annual Report & Financial Statements
for the year ended 31 December 2024, without the Portfolio Manager
or the AIFM being present, to discuss how the external audit was carried
out, the findings from such audit and whether any issues had arisen from
the Auditor’s interaction with the Company’s various service providers.
No concerns were raised in respect of the year ended 31 December 2024.
Independence and Objectivity of the Auditor
The Committee has considered the independence and objectivity of the
Auditor and is satisfied that the Auditor has fulfilled its obligations to the
Company and its shareholders. The Committee remains satisfied that
BDO as a firm, its audit engagement team, audit partner, all other partners,
directors and managers comply with all relevant ethical requirements
as required and are independent of the Company. The Auditor’s
independence and objectivity are safeguarded by several control
measures which include the rotation of the audit partner every five years
and by the fact that no non-audit services were provided by BDO during
the year. The Committee reviews the continuing appointment of the
Auditor on an annual basis and gives regular consideration to the Auditor’s
fees and independence, along with matters raised during each audit.
Appointment of the Auditor
Following consideration of the performance of the Auditor, the services
provided during the year and a review of its independence and objectivity,
the Committee has recommended to the Board the re-appointment
of BDO LLP as Auditor to the Company. Resolutions for BDO LLP’s
reappointment and to authorise the Committee to determine its
remuneration will be proposed at the forthcoming AGM.
As a public company listed on the London Stock Exchange, the Company
is subject to mandatory auditor rotation requirements. Based on these
requirements, a tender process will be conducted no later than 2029. The
Committee will, however, continue to consider annually the need to go
to tender for audit quality, remuneration or independence reasons.
The Competition and Markets Authority (“CMA”) Order
The Company has complied with the provisions of the CMA Order
throughout the year ended 31 December 2024.
Performance Evaluation
The Committee’s performance over the past year was reviewed as part
of the annual Board evaluation. The internal evaluation considered the
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as well as assessing the Committee’s role in monitoring and overseeing
the Company’s financial reporting and accounting, risk management and
internal controls, compliance with corporate governance regulations and
the assessment of the external audit.
I am pleased to confirm that the evaluation result was positive and no
matters of concern or requirements for change were highlighted.
Audit and Risk Committee Confirmation
The Audit and Risk Committee confirms that it has carried out a review
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management during the year, as set out above and that:
(a) An ongoing procedure for identifying, evaluating and managing
significant risks faced by the Company was in place for the year under
review and up to 20 March 2025. This procedure is regularly reviewed
by the Board; and
(b) It is responsible (on behalf of the Board) for the Company’s system
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designed to manage the risk of failure to achieve business objectives.
This can only provide reasonable not absolute assurance against
material misstatement or loss.
Carolyn Sims
Chair of the Audit and Risk Committee
20 March 2025
60
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Report of the Management Engagement Committee
I am pleased to present the Report of the Management Engagement
Committee (the “Committee”) for the year ended 31 December 2024.
The Role of the Committee
The Committee’s primary responsibilities are to:
• monitor and evaluate the performance of both the Portfolio Manager
and the AIFM and their compliance with the terms of their respective
agreements;
• review the terms of the Portfolio Management and AIFM Agreements
annually to ensure that the terms conform with market and industry
practice and remain in the best interests of shareholders;
• recommend to the Board any variation to the terms of the Investment
Management and AIFM Agreements which it considers necessary
or desirable;
• review and make the appropriate recommendations to the Board as
to whether the continuing appointment of the Portfolio Manager and
the AIFM are in the best interests of the Company and shareholders;
• review the level and method of remuneration of the Portfolio Manager;
• monitor the appropriateness and compliance of other service providers’
terms of their respective agreements;
• review, consider and recommend to the Board any amendments to
the terms of the appointment and remuneration of other service
providers; and
• consider any points of conflict of interest which may arise between
the service providers.
Matters Considered During the Year
The Committee met twice during the year ended 31 December 2024.
At the meetings, the Committee:
• reviewed the performance of the AIFM and the Portfolio Manager.
An additional meeting of the Committee was held to undertake an
in-depth review of the Company’s Portfolio Manager. The review
concluded that the Portfolio Manager continued to perform well;
• considered and agreed to the continuing appointment of the AIFM
and Portfolio Manager; and
• considered the services provided by the Company’s other third-party
service providers.
The Committee agreed when it met in November 2024 that it had been
satisfied with the performance of all of the Company’s service providers
to date.
Shefaly Yogendra
Chair of the Management Engagement Committee
20 March 2025
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
61
Report of the Nomination Committee
I am pleased to present the Report of the Nomination Committee
(the “Committee”) for the year ended 31 December 2024.
The Role of the Committee
The Committee’s primary responsibilities are to:
• regularly review the structure, size and composition (including the
skills, knowledge, diversity, ethnicity and experience) of the Board;
• give full consideration to succession planning for Directors, taking
into account the challenges and opportunities facing the Company
and the skills and expertise needed on the Board in the future;
• using objective criteria, identify and nominate for the approval of
the Board, candidates to fill Board vacancies as and when they arise;
• review the results of the Board performance evaluation process that
relate to the composition and the succession planning of the Board;
• make recommendations on the tenure of the Chairman of the Board;
and
• review annually the time required from Directors and any other
business interest that may result in a conflict.
Matters Considered During the Year
The Committee met once during the year ended 31 December 2024.
At this meeting, the Committee:
• discussed Board composition and succession planning, where it was
noted that Lesley Sherratt would be retiring from the Board at the
conclusion of the Company’s AGM , that was held on Tuesday, 7 May
2024 . A recommendation was made to the Board that Carolyn Sims
should succeed her as Chair of the Audit and Risk Committee. It was
further agreed to recommend to the Board that Charles Cade should
succeed her as the Senior Independent Director;
• reviewed and agreed the Board diversity disclosure to be contained
in the Company’s Annual Report and Accounts;
• considered the re-election of each of the current Directors (with the
exception of Lesley Sherratt) at the forthcoming AGM;
• reviewed the results of the external Board evaluation; and
• Post the year-end, the Committee met to discuss Chairman succession
and also the recruitment of an additional new Director, to ensure an
orderly succession and induction process.
The Committee carefully considered the position of each of the Directors,
including the findings of the external Board evaluation, and concluded
ff
undiminished enthusiasm and commitment to the role. The Committee
therefore recommended to the Board that the re-election of those
Directors seeking to remain on the Board was in the best interests of
shareholders and that accordingly resolutions regarding the same should
be put to shareholders at the forthcoming AGM. Further detail can be
found on pages 93 to 96.
Shefaly Yogendra
Chair of the Nomination Committee
20 March 2025
62
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Statement of Directors’ Responsibilities
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report & Financial
Statements in accordance with UK-adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors are required to prepare
the company financial statements in accordance with UK-adopted
international accounting standards. Under company law the Directors
must not approve the financial statements unless they are satisfied that
ff
the profit or loss for the company for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with UK-adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business;
and
• prepare a Directors’ report, a strategic report and Directors’ remuneration
report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that
ff
with reasonable accuracy at any time the financial position of the company
and enable them to ensure that the financial statements comply with the
Companies Act 2006.
They are also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities. The Directors are responsible for, and confirm that
to the best of their knowledge, the Annual Report and Financial Statements,
taken as a whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the company’s position
and performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report & Financial
Statements are made available on a website. Financial statements are
published on the Company’s website in accordance with legislation in
the UK governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• the financial statements have been prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit of the Company; and
• the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties
that it faces.
On behalf of the Board
Richard Wyatt
Chairman
20 March 2025
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
63
64
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
65
Independent Auditor’s Report to the Members
of Temple Bar Investment Trust Plc
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at
31 December 2024 and of its profit for the year then ended;
• have been properly prepared in accordance with UK adopted
international accounting standards; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Temple Bar Investment
Trust Plc (the ‘Company’) for the year ended 31 December 2024 which
comprise the Statement of Comprehensive Income, Statement of Changes
in Equity, Statement of Financial Position, Statement of Cashflows and
notes to the financial statements, including material accounting policy
information. The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted international
accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion. Our audit opinion is consistent with
the additional report to the audit committee.
Independence
Following the recommendation of the Audit and Risk Committee, we
were appointed by the Board of Directors and subsequently by the
shareholders on 30 March 2020 to audit the financial statements for the
year ended 31 December 2020 and subsequent financial periods. The
period of total uninterrupted engagement including retenders and
reappointments is five years, covering the years ended 31 December
2020 to 31 December 2024. We remain independent of the Company
in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by that standard were not provided
to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method of assessing
the going concern in light of market volatility and the present
uncertainties in economic recovery created by reviewing the information
used by the Directors in completing their assessment;
• Assessing the appropriateness of the Directors’ assumptions and
judgements made by comparing the prior year forecasted costs to
the actual costs incurred to check that the projected costs
are reasonable;
• Assessing the projected management fees for the year to check that
it was in line with the current assets under management levels and
the projected market growth forecasts for the following year;
• Assessing the appropriateness of the Directors’ assumptions and
judgements made in their base case and stress tested forecasts
including consideration of the available cash resources relative to
forecast expenditure and commitments;
• Assessing the liquidity of the Company’s investments as a source to
settle liabilities;
• Reviewing the loan agreements to identify the covenants and assessing
the likelihood of them being breached based on the Directors’ forecasts
and our sensitivity analyses;
• Checking the accuracy of historical forecasting by agreeing to
actual results.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
2024 2023
Key audit matters
Valuation and ownership
of quoted investments
Revenue recognition –
Dividend income
Materiality
Company financial statements as a whole
£ 8,160,000 (202 3: £ 7,200,000) based on 1% (202 3: 1%) of net assets
Overview
✓ ✓
✓ ✓
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control,
and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Valuation and ownership of quoted investments
Note 12 – Investments
The investment portfolio at the year-end comprised of quoted equity
and debt investments.
There is a risk that the prices used for the listed investments held by the
Company are not reflective of fair value and the risk that errors made
in the recording of investment holdings result in the incorrect reflection
of investments owned by the Company.
Therefore we considered the valuation and ownership of quoted equity
and debt investments to be the most significant audit area as the quoted
investments also represent the most significant balance in the financial
statements and underpin the principal activity of the entity.
Furthermore, we consider the valuation disclosures to be a significant
area as they are expected to be a key area of interest for the users of the
financial statements.
For these reasons and the materiality of the balance in relation to the
financial statements as a whole, we considered this to be a key audit matter.
Revenue recognition – Dividend income
Note 4 – Income
Income arises from dividends and interest and can be volatile but is often
a key factor in demonstrating the performance of the portfolio. As such
there may be an incentive to recognise income as revenue where it is
more appropriately of a capital nature.
Additionally, judgement is required by management in determining the
allocation of dividend income to revenue or capital for certain corporate
actions or special dividends.
For this reason we considered revenue recognition to be a key
audit matter.
We assessed the treatment of dividend income from corporate actions
and special dividends and challenged if these had been appropriately
accounted for as income or capital by reviewing the underlying reason
for issue of the dividend and whether it could be driven by a capital event.
We analysed the whole population of dividend receipts to identify items
for further discussion that could indicate a capital distribution, for example
where a dividend represents a particularly high yield. In these instances
we performed a combination of inquiry with management and our own
independent research, including inspection of financial statements of
investee companies, to ascertain whether the underlying event was indeed
of a capital nature.
In addition, we formed our own expectation of dividend income for 100% of
the portfolio based on investment holdings and dividend announcements
obtained from independent sources and compared this to dividend
income recognised by the Company.
Key observations:
Based on our procedures performed we found the judgements made
by management in determining the allocation of income to revenue or
capital to be appropriate.
We responded to this matter by testing the valuation and ownership of
the whole portfolio of quoted equity and debt investments. We performed
the following procedures:
• Confirmed the year-end bid price was used by agreeing to externally
quoted prices;
• Assessed if there were contra indicators, such as liquidity considerations,
to suggest bid price is not the most appropriate indication of fair value
by considering the realisation period for individual holdings;
• Recalculated the valuation by multiplying the number of shares held
per the statement obtained from the custodian by the valuation per
share; and
• Obtained direct confirmation of the number of shares held per equity
investment from the custodian regarding all investments held at the
balance sheet date.
Key observations:
Based on our procedures performed we did not identify any matters
to suggest the valuation or ownership of the quoted equity and debt
investments was not appropriate.
Key audit matter How the scope of our audit addressed the key audit matter
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
67
Our application of materiality
We apply the concept of materiality both in planning and performing our
audit, and in evaluating the effect of misstatements. We consider materiality
to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken
on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole and performance materiality
as follows:
Company Company
financial financial
statements statements
2024 2023
Materiality £ 8,160,000 £7,200,000
Basis for determining
materiality 1% of Net Assets 1% of Net Assets
Rationale for the As an investment trust, the net asset
benchmark applied value is the key measure of
performance for users of the financial
statements.
Performance £6,120,000 £5,400,000
materiality
Basis for determining 75% of materiality 75% of materiality
performance materiality
Rationale for the The level of performance materiality
percentage applied applied was set after having
or performance considered a number of factors
materiality including the expected total value of
known and likely misstatements and
the level of transactions in the year.
68
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Specific materiality
We also determined that for Revenue return before tax, a misstatement
of less than materiality for the financial statements as a whole, specific
materiality, could influence the economic decisions of users as it is a
measure of the Company’s performance of income generated from its
investments after expenses. As a result, we determined materiality for
these items to be £1,760,000 (2023: £1,450,000), based on 5% of revenue
return before tax (2023: 5% of revenue return before tax). We further
applied a performance materiality level of 75% of specific materiality
to ensure that the risk of errors exceeding specific materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all
individual audit differences in excess of £90,000 (2023: £70,000). We also
agreed to report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the Annual Report
and Financial Statements other than the financial statements and our
auditor’s report thereon. Our opinion on the financial statements does
not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit.
Going concern and longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified; and
• The Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate.
Other Code provisions
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems;
and
• The section describing the work of the Audit and Risk Committee.
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
69
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed
during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as
described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
In our opinion, based on the work undertaken in the course of the audit
the information about internal control and risk management systems
in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is consistent with the financial
statements and has been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit
information about the Company’s corporate governance code and
practices and about its administrative, management and supervisory
bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7
of the FCA Rules.
We have nothing to report arising from our responsibility to report
if a corporate governance statement has not been prepared by
the Company.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by
us; or
• the financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records
and returns; or
• certain disclosures of Directors’ remuneration specified by law are
not made; or
• we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities,
the Directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which
it operates;
• Discussion with management and those charged with
governance; and
• Obtaining and understanding of the Company’s policies and procedures
regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies
Act 2006, the FCA listing and DTR rules, the principles of the AIC Code
of Corporate Governance, industry practice represented by the AIC SORP,
the applicable accounting framework, and qualification as an Investment
Trust under UK tax legislation as any non-compliance of this would
lead to the Company losing various deductions and exemptions from
corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of management and those charged with governance relating
to the existence of any non-compliance with laws and regulations;
• Reviewing minutes of meeting of those charged with governance
throughout the period for instances of non-compliance with laws
and regulations; and
• Reviewing the calculation in relation to Investment Trust compliance
to check that the Company was meeting its requirements to retain
their Investment Trust status.
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Fraud
We assessed the susceptibility of the financial statement to material
misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures
relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for
any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible
to be management override of controls and the recognition of dividend
income between revenue and capital.
Our procedures in respect of the above included:
• The procedures set out in the Key Audit Matters section above in relation
to the classification of dividends between revenue and capital; and
• Testing journals which met a defined risk criteria by agreeing to supporting
documentation and evaluating whether there was evidence of bias
by the Investment Manager and Directors that represented a risk of
material misstatement due to fraud.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements,
the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for
this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
20 March 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Financial Report
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
73
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Total Income 4 38,981 - 38,981 32, 422 – 32, 422
Profit on investments 12 - 110,111 110,111 – 62,826 62,826
Currency exchange loss - (128) (128) – (143) (143)
Total income 38,981 109,983 148,964 32,422 62,683 95,105
Expenses
Portfolio management fees 6 (1,128) (1,691) (2,819) (1,103) (1,654) (2,757)
Other expenses 7 (1,419) (885) (2,304) (1,068) (721) (1,789)
Profit before finance costs and tax 36,434 107,407 143,841 30,251 60,308 90,559
Finance costs 8 (1,123) (1,684) (2,807) (1,123) (1,685) (2,808)
Profit before tax 35,311 105,723 141,034 29,128 58,623 87,751
Tax 9 (1,488) - (1,488) (926) – (926)
Profit for the year 33,823 105,723 139,546 28,202 58,623 86,825
Earnings per share 11 11.8p 36.8p 48.6p 9.3p 19.4p 28.7p
2024 2023
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with IFRS. The supplementary revenue
return and capital return columns are both prepared under guidance issued by the AIC. All items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The Company does not have any income or expense that is not included in profit for the year. Accordingly, the profit for the year is also the Total
Comprehensive Income for the year, as defined in IAS1 (revised).
The notes on pages 77 to 91 form an integral part of the financial statements.
Statement of Comprehensive Income
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Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
As at 31 December 2024, the Company had distributable revenue reserves of £15,657,000 (2023: £12,651,000) and distributable capital reserves
of £688,309,000 (2023: £595,294,000) for the payment of future dividends. Only the revenue reserve and capital reserves are distributable.
The notes on pages 77 to 91 form an integral part of the financial statements.
Called-up Share premium Capital Revenue Total
Notes share capital account reserves reserve equity
£’000 £’000 £’000 £’000 £’000
At 1 January 2023 16,719 96,040 600,206 13,381 726,346
Total comprehensive income for the year - - 58,623 28,202 86,825
Cost of shares bought back for t reasury - - (63,535) - (63,535)
Dividends paid 10 - - - (28,932) (28,932)
At 31 December 2023 16,719 96,040 595,294 12,651 720,704
Total comprehensive income for the year - - 105,723 33,823 139,546
Cost of shares b ought back for t reasury - - (12,708) - (12,708)
Dividends paid 10 - - - (30,817) (30,817)
At 31 December 2024 16,719 96,040 688,309 15,657 816,725
Statement of Changes in Equity
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
75
Statement of Financial Position
Notes £’000 £’000 £’000 £’000
Non-current assets
Investments at fair value through profit or loss 12 880,603 776,875
Current assets
Investments at fair value through profit or loss 12 4,202 13,713
Cash and cash equivalents 6,354 4,275
Receivables 13 2,059 2,979
12,615 20,967
Total assets 893,218 797,842
Current liabilities
Payables 14 (1,712) (2,394)
Total assets less current liabilities 891,506 795,448
Non-current liabilities
Interest bearing borrowings 15 (74,781) (74,744)
Net assets 816,725 720,704
Capital and reserves
Ordinary share capital 16 16,719 16,719
Share premium 96,040 96,040
Capital reserves 688,309 595,294
Revenue reserve 15,657 12,651
Total equity attributable to equity holders 816,725 720,704
NAV per share 18 286.2p 248.0p
NAV per share with debt at fair value 18 291.1p 252.2p
31 December 2024 31 December 2023
The notes on pages 77 to 91 form an integral part of the financial statements.
The financial statements of Temple Bar Investment Trust Plc (registered number: 00214601) on pages 74 to 91 were approved by the Board of Directors
and authorised for issue on 20 March 2025. They were signed on its behalf by:
Richard Wyatt
Chairman
1 Alternative Performance Measure – See glossary of terms beginning on page 99 for definition and more information.
76
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Notes £’000 £’000 £’000 £’000
Cash flows from operating activities
Profit before tax 141,034 87,751
Adjustments for:
Gains on investments (110,111) (62,826)
Finance costs 2,807 2,808
Dividend income 4 (38,635) (32,278)
Interest income 4 (346) (144)
Dividends received 38,999 32,037
Interest received 516 (97)
Decrease in other receivables 407 38
(Decrease)/increase in other payables (652) 584
Net overseas withholding tax paid 9 (1,488) (1,229)
(108,503) (61,107)
Net cash flows from operating activities 32,531 26,644
Purchases of investments (108,442) (137,215)
Sales of investments 124,317 197,110
Net cash flows from investing activities 15,875 59,895
Cash flows from financing activities
Equity dividends paid 10 (30,817) (28,932)
Interest paid on borrowings (2,772) (2,773)
Shares bought back for treasury (12,738) (63,799)
Net cash flows used in financing activities (46,327) (95,504)
Net increase/(decrease) in cash and cash equivalents 2,079 (8,965)
Cash and cash equivalents at the start of the year 4,275 13,240
Cash and cash equivalents at the end of the year 6,354 4,275
31 December 2024 31 December 2023
The notes on pages 77 to 91 form an integral part of the financial statements.
Statement of Cash Flows
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
77
Notes to the Financial Statements
General information
Temple Bar Investment Trust Plc was incorporated in England and Wales
in 1926 with the registered number 00214601.
The Company carries on the business as an investment trust company
within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
1. Principal Accounting Policies
Basis of accounting
The financial statements have been prepared on a going concern basis,
under the historical cost convention, modified by the valuation of
investments at fair value, prepared in accordance with UK adopted
international accounting standards.
The annual financial statements have also been prepared in accordance
with the AIC SORP for investment trusts issued by the AIC in July 2022,
except to any extent where it is not consistent with the requirements
of IFRS. The principal accounting policies adopted by the Company are
set out below.
All values are rounded to the nearest thousand pounds unless
otherwise indicated.
Going concern
The Directors are required to make an assessment of the Company’s ability
to continue as a going concern and that the Company has adequate
resources to continue in operational existence for 12 months from the
date when these financial statements are approved.
In making this assessment, the Directors have considered a wide variety of
emerging and current risks to the Company, as well as mitigation
strategies that are in place. The Board has also reviewed stress-testing
and scenario analyses prepared by the AIFM to assist it in assessing the
impact of changes in market value and income with associated cash
flows. In making this assessment, the AIFM has considered plausible
downside scenarios.
These tests are carried out as an arithmetic exercise, which can apply
equally to any set of circumstances in which asset value and income are
significantly impaired. It was concluded that in a plausible downside
scenario, the Company could continue to meet its liabilities. Whilst the
economic future is uncertain, the opinion of the Directors is that no
foreseeable downside scenario would be to a level which would threaten
the Company’s ability to continue to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report,
including the results of the stress tests and scenario analyses, and having
taken account of the liquidity of the investment portfolio, the Company’s
cash flow and borrowing position (see notes 8 and 15 for further details on
borrowings), the Directors are satisfied that the Company has adequate
financial resources to continue in operation for 12 months from the date
of signing of these financial statements and that, accordingly, it is
appropriate to adopt the going concern basis.
Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and
in accordance with guidance issued by the AIC, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Statement of Comprehensive Income.
Income
Dividend income from investments is recognised when the Company’s
right to receive payment has been established, normally the
ex-dividend date.
Where the Company has elected to receive its dividends in the form of
additional shares rather than cash, the amount of cash dividend foregone
is recognised as income. Any excess in the value of shares received over
the amount of cash dividend foregone is recognised as a capital gain
in the Statement of Comprehensive Income.
Interest income is recognised in line with coupon terms on a time-
ff
are credited to capital or revenue according to their circumstances.
Foreign currency
The financial statements are prepared in pounds sterling because that
is the currency of the primary economic environment in which the
Company operates.
The primary objective of the Company is to generate returns in pounds
sterling, its capital-raising currency. The liquidity of the Company is
managed on a day-to-day basis in sterling as the Company’s performance
is evaluated in that currency. Therefore, the Directors consider pounds
sterling as the currency that most faithfully represents the economic
ff
Transactions involving foreign currencies are converted at the exchange
rate ruling at the date of the transaction. Foreign currency monetary
assets and liabilities as well as instruments carried at fair value are
translated into pounds sterling at the exchange rate ruling on the year-end
ff
in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on the accruals basis. In respect of the
analysis between revenue and capital items presented within the
Statement of Comprehensive Income, all expenses have been presented
as revenue items except as follows:
• transaction costs which are incurred on the purchases or sales of
investments designated as fair value through profit or loss are
expensed to capital in the Statement of Comprehensive Income; and
• expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of
the investments held can be demonstrated and, accordingly, the
investment management fee and finance costs have been allocated
40% to revenue and 60% to capital, in order to reflect the Directors’
long-term view of the nature of the expected investment returns of
the Company; this remains consistent with the prior year.
78
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Notes to the Financial Statements continued
1. Principal Accounting Policies continued
Taxation
The tax expense represents the sum of the current tax expense. The tax
currently payable is based on the taxable profit for the year. The taxable
ff
Comprehensive Income because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company’s liability for current
tax is calculated using a blended rate as applicable throughout the year.
In line with the recommendations of the SORP, the allocation method
used to calculate tax relief on expenses presented against capital returns
in the supplementary information in the Statement of Comprehensive
Income is the ‘marginal basis’. Under this basis, if taxable income is
ff
income statement, then no tax relief is transferred to the capital column.
ff
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are recognised for all taxable temporary
ff
probable that taxable profits will be available against which deductible
ff
Deferred tax is calculated at the enacted tax rate that is expected to apply
in the period when the liability is settled or the asset is realised. Deferred
tax is charged or credited in the revenue return of the Statement of
Comprehensive Income, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity.
• Investment trusts which have approval under Section 1158 of the
Corporation Tax Act 2010 are not liable for taxation on capital gains.
• Irrecoverable withholding tax is recognised on any overseas dividends
on an accruals basis using the applicable rate for the country of origin.
Financial instruments
The Company classifies its financial assets as subsequently measured at
amortised cost or measured at fair value through profit or loss on the basis
of its business model for managing the financial assets and the contractual
cash flow characteristics of the financial asset. Financial assets are
measured at fair value through profit or loss if their contractual terms do
not give rise to cash flows on specified dates that are solely payments of
principal and interest and at amortised cost if they do. Financial assets
and financial liabilities are recognised in the Statement of Financial Position
when the Company becomes party to the contractual provisions of the
ff
ff
interest and intends to settle on a net basis. A financial asset is derecognised
when the right to receive cash flows from the asset expires or the rights to
receive cash flows from the asset have been transferred and a financial
liability is derecognised when the obligation under the liability is discharged,
cancelled or expired.
Investments
Equity investments are held at fair value through profit or loss as they fail
the contractual cash flows test under IFRS 9. Debt instruments that pass
the contractual cash flow test are held under a business model to
manage them on a fair value basis for investment income and fair value
gains and are therefore classified as fair value through profit or loss.
Upon initial recognition, investments are measured at fair value through
profit or loss. Gains or losses on investments measured at fair value
through profit or loss are included in net profit or loss as a capital item and
transaction costs on acquisition or disposal of investments are expensed.
For investments that are actively traded in organised financial markets,
fair value is determined by reference to stock exchange quoted market bid
prices at the close of business on the year-end date.
All purchases and sales of investments are recognised on the trade date,
i.e. the date that the Company commits to purchase or sell an asset.
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
79
1. Principal Accounting Policies continued
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to
the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets
ft
Interest bearing borrowings
Interest bearing borrowings, being the debenture stock and loans issued
by the Company, are initially recognised at a carrying value equivalent
to the proceeds received net of issue costs associated with the
ft
ff
rate method.
When calculating the NAV with debt at fair value the fair value of the private
placement loans is determined using discounted cash flow techniques
which utilise inputs including interest rates obtained from comparable
loans in the market.
Equity dividends payable
Equity dividends payable are recognised when the shareholders’ right to
receive payment is established. For interim dividends this is when they are
paid and for final dividends this is when they are approved by shareholders.
Cash and cash equivalents
Cash and cash equivalents (which are presented as a single class of
asset on the Statement of Financial Position) comprise cash at bank and
in hand, and deposits with an original maturity of three months or less.
The carrying value of these assets approximates their fair value.
Reserves
The share capital represents the nominal value of the Company’s
ordinary shares.
The share premium account represents the excess over nominal value
of the fair value of consideration received for the Company’s ordinary
shares, net of expenses of the share issue. This reserve cannot be distributed.
The capital reserve represents realised and unrealised capital and
exchange gains and losses on the disposal and revaluation of investments
and of foreign currency items. Realised gains can be distributed,
unrealised gains cannot be distributed.
The revenue reserve represents retained profits from the income derived
from holding investment assets less the costs and interest on cash balances
associated with running the Company. This reserve can be distributed.
2. Significant Accounting Judgements, Estimates and
Assumptions
There are no significant judgements, estimates or assumptions involved
in the presentation of the Company’s accounts, other than the judgement
on the functional and presentational currency of the Company as set
out in the preceding note.
3. Adoption of New and Revised Standards New standards,
interpretations and amendments adopted from 1 January 2024
There are no new standards impacting the Company that have had a
ff
31 December 2024 .
Standards issued but not yet effective
ff
relevant or have a material impact on the Company.
80
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment Income
UK dividends 24,718 – 24,718 23,085 – 23,085
Overseas dividends 13,917 – 13,917 9,193 – 9,193
Interest from fixed-interest securities 297 – 297 84 – 84
38,932 – 38,932 32,362 – 32,362
Other income
Deposit interest 49 49 60 – 60
Total income 38,981 – 38,981 32,422 – 32,422
2024 2023
During the year ended 31 December 2024, the Company received no special dividends (2023: £nil).
4. Income
5. Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Portfolio management fee 1,128 1,691 2,819 1,103 1,654 2,757
1,128 1,691 2,819 1,103 1,654 2,757
2024 2023
Under the terms of the Portfolio Management Agreement, Redwheel is entitled to a management fee, details of which are set out in the Directors’
Report on page 47. As at 31 December 2024, an amount of £ 728,000 (2023: £1,306,000) was payable to Redwheel in relation to the management fees.
Notes to the Financial Statements continued
6. Portfolio Management Fee
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
81
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
– 386 386 – 430 430
Directors’ fees
(see Report on Directors’ Remuneration beginning on page 55 ) 152 – 152 181 – 181
AIFM fee 333 499 832 194 291 485
Company Secretary fee – – - 69 – 69
Registrar’s fee 159 – 159 60 – 60
Marketing costs 109 – 109 59 – 59
Auditor’s remuneration – annual audit 56 – 56 51 – 51
Depositary fee 96 – 96 92 – 92
Other expenses 514 – 514 362 – 362
1,419 885 2,304 1,068 721 1,789
2024 2023
All expenses are inclusive of VAT where applicable.
Transaction costs represent costs incurred on both the purchase and sale of investments. Transaction costs on purchases amounted to £349,000 (2023: £360,000) and on sales amounted
to £37,000 (2023: £70,000).
During the year audit fees of £46,500 (2023: £42,600) (excluding VAT) were due to the Auditor.
7. Other Expenses
The amortisation of the loan issue costs is calculated using the effective interest method
.
8. Finance Costs
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
4.05% Private Placement Loan 2028 823 1,233 2,056 823 1,234 2,057
2.99% Private Placement Loan 2047 300 451 751 300 451 751
Total finance costs 1,123 1,684 2,807 1,123 1,685 2,808
2024 2023
82
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
.
9. Taxation
The Company has no corporation tax liability for the year
ended 31 December 2024 (2023 : nil).
The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:
No provision for deferred taxation has been made in the current year. The Company has not provided for deferred tax on capital profits arising on
the revaluation of investments, as it is exempt from tax on these items because of its status as an investment trust company.
The Company has not recognised a deferred tax asset on the excess management expenses of £137,227,000 (2023: £130,092,000). It is not anticipated
that these excess expenses will be utilised in the foreseeable future.
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Analysis of charge for the year:
ff 1,488 – 1,488 926 – 926
1,488 – 1,488 926 – 926
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit before taxation 35,311 105,723 141,034 29,128 58,623 87,751
Tax at UK corporation tax rate of 25% (2023: 23.5%) 8,828 26,430 35,258 6,845 13,776 20,621
ff
Non–taxable gains on investments¹ – (27,496) (27,496) – (14,730) (14,730)
Disallowed expenses – 96 96 – 101 101
Non–taxable UK dividends (6,180) – (6,180) (5,425) – (5,425)
ff 1,488 – 1,488 926 – 926
Non–taxable overseas dividends (3,479) – (3,479) (2,161) – (2,161)
Excess management expenses 831 970 1,801 741 853 1,594
Total tax charge for the year 1,488 – 1,488 926 – 926
2024
2024
2023
2023
Notes to the Financial Statements continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
83
10. Dividends
£’000 £’000
Amounts recognised as distributions to equity holders in the year
Fourth interim dividend for year ended 31 December 2023 of 2.5p 7,212 7, 790
(2023: fourth interim dividend for year ended 31 December 2022 of 2.5p) per share
Interim dividends for year ended 31 December 2024. One payment of 2.5p, one payment of 2.75p 23,605 21,142
and one payment of 3.0p (2023: Two payments of 2.3p and one payment of 2.5p) per share
30,817 28,932
Fourth interim dividend for the year ended 31 December 2024 of 3.0p 8,538 7,2 14
(fourth interim dividend 2023: 2.5p) per share
£’000 £’000
Interim dividends (three) 23,605 21,142
Fourth interim dividend for year ended 31 December 2024 of 3.0p (2023: 2.5p) per share 8,538 7,214
32,143 28,356
2024
2024
2023
2023
The fourth interim dividend is not included as a liability in these financial statements.
Therefore, also set out below is the total dividend payable in respect of these financial years, which is the basis on which the requirements of
Section 1158 of the Corporation Tax Act 2010 are considered.
11. Earnings per Share
Revenue Capital Total Revenue Capital Total
Basic and diluted
Profit for the year (£000’s) 33,823 105,723 139,546 28,202 58,623 86,825
Weighted average number of ordinary shares 286,995,073
302,388,667
Earnings per ordinary share (pence) 11.8 36.8 48.6 9.3 19.4 28.7
2024 2023
84
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
12. Investments
(a) Investment portfolio summary
The Company received £124,317,000 (2023: £197,110,000) from investments sold in the year. The book cost of these investments when they were
purchased was £86,223,000 (2023: £130,0 40 ,000 ). These investments have been revalued over time and until they were sold any gains/losses were
included in the fair value of the investments.
(b) Fair value of financial instruments
IFRS 13 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following classifications:
• Level 1 – valued using quoted prices in active markets for identical investments.
• Level 2 – valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit
risk, etc). There are no level 2 financial assets (2023: £nil).
• Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).
There are no level 3 financial assets (2023: £nil).
All of the Company’s investments are in quoted securities actively traded on recognised stock exchanges, with their fair value being determined
by reference to their quoted bid prices at the reporting date and have therefore been determined as Level 1.
There were no transfers between levels in the year (2023: no transfers) and as such no reconciliation between levels has been presented.
Quoted Debt Quoted Debt
equities securities Total equities securities Total
£’000 £’000 £’000 £’000 £’000 £’000
Opening cost at the beginning of the year 733,313 13,652 746,965 734,594 5,172 739,766
Opening unrealised appreciation/ (depreciation)
at the beginning of the year 43,562 61 43,623 47,869 (2) 47,867
Opening fair value at the beginning of the year 776,875 13,713 790,588 782,463 5,170 787,633
Movements in the year:
Purchases at cost 100,405 8,018 108,423 123,559 13,680 137,239
Sales proceeds (106,870) (17,447) (124,317) (191,910) (5,200) (197,110)
Realised gain/(loss) on sale of investments 38,114 (20) 38,094 67,070 – 67,070
Change in unrealised appreciation/(depreciation) 72,079 (62) 72,017 (4,307) 63 (4,244)
Closing fair value at the end of the year 880,603 4,202 884,805 776,875 13,713 790,588
Closing cost at the end of the year 764,962 4,203 769,165 733,313 13,652 746,965
Closing unrealised appreciation/ (depreciation)
at the end of the year 115,641 (1) 115,640 43,562 61 43,623
Closing fair value at the end of the year 880,603 4,202 884,805 776,875 13,713 790,588
2024 2023
Notes to the Financial Statements continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
85
13. Receivables
14. Current Liabilities
15. Borrowings
£’000 £’000
Accrued income 1,424 1,937
Other receivables 635 1,042
2,059 2,979
£’000 £’000
Accruals 1,711 2,363
Due to broker 1 31
1,712 2,394
£’000 £’000
Interest bearing borrowings
ft
4.05% Private Placement Loan 2028
1
49,882 49,849
2.99% Private Placement Loan 2047
1
24,899 24,895
Total 74,781 74,744
£’000 £’000
Opening balance as per the Statement of Financial Position 74,744 74,707
Interest movement (2,770) (2,771)
Finance costs for the year as per the Statement of Comprehensive Income 2,807 2,808
Closing balance as per the Statement of Financial Position 74,781 74,744
2024
2024
2024
2024
2023
2023
2023
2023
Accrued income includes dividends and fixed-interest income.
The 4.05% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £50,000,000,
on 3 September 2028.
The 2.99% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £25,000,000,
on 24 October 2047.
See note 20 beginning on page 89, for the disclosure and fair value categorisation of the financial liabilities.
Accruals include the interest payable on borrowings amount to £800,000 ( 2023: £802,000).
4% and 299
These were all complied with during the current and previous year:
• net tangible assets of at least £275 million;
• aggregate principal amount of financial indebtedness not to exceed 50% of net tangible assets;
• prior approval by the note holder of any change of Portfolio Manager; and
86
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
16. Ordinary Share Capital
As at 1 January 290,612,881 317,822,386
Purchase of shares into treasury (5,217,257) (27,209,505)
As at year -end:
In circulation 285,395,624 290,612,881
In Treasury 48,968,201 43,750,944
Listed 334,363,825 334,363,825
Nominal Value of 5p ordinary shares (£’000) 16,719 16,719
2024 Number of shares 2023 Number of shares
During the year, the Company bought back ordinary shares at a cost of £12,708,000 (Year ended 31 December 2023: £63,535,000).
17. Contingent Liabilities And Capital Commitments
As at 31 December 2024, there were no contingent liabilities or capital commitments for the Company (2023: £nil).
18. Net asset value (“NAV”) per share
The NAV per share is based on the net assets attributable to the equity shareholders of £816,725,000 (31 December 2023: £720,704,000) and
285,395,624 (31 December 2023: 290,612,881) shares being the number of shares in issue at the year -end.
ff
debt at book value and fair value as shown in note 20 beginning on page 89, and the number of shares in issue at the year -end. Adjusting for debt
at fair value resulted in an increase in net assets of £14,039,000 or 4.9p per share (31 December 2023: increase of £12,290,000 or 4.2p per share).
Notes to the Financial Statements continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
87
19. Related Party Transactions and Transactions with the
Portfolio Manager
IAS 24 ‘Related party disclosures’ requires the disclosure of material
transactions between the Company and any related parties. Accordingly,
the disclosures required are set out below:
Directors – The remuneration of the Directors is set out in the Report
on Directors’ Remuneration on pages 55 and 56. There were no contracts
existing during or at the end of the year in which a Director of the Company
is or was interested and which are or were significant in relation to the
Company’s business. There were no other material transactions during
the year with the Directors of the Company. See page 56 for details of
Directors’ shareholdings.
At 31 December 2024, there was £nil (2023: £nil) payable to the Directors
for fees and expenses.
AIFM and Portfolio Manager – Frostrow Capital LLP was appointed
the AIFM of the Company on 1 July 2023, and has delegated portfolio
management to Redwheel, who are deemed to be Key Management
Personnel for the purposes of disclosing related party information under
IAS24. Details of the services provided by the Portfolio Manager are given
on page 47 and their fees for the year, along with outstanding balances
to them, are set out in note 6.
20. Risk Management and Financial Instruments
The Company’s investing activities undertaken in pursuit of its investment
objective, as set out on page 2 , involve certain inherent risks. The main
financial risks arising from the Company’s financial instruments are
market price risk, interest rate risk, liquidity risk, credit risk and currency
risk. The Board reviews and agrees policies for managing each of these
risks as summarised below. The Board has also established a series of
investment parameters, which are reviewed annually, designed to limit
the risk inherent in managing a portfolio of investments. These policies
have remained substantially unchanged during the current and preceding
periods. The Board meets on four scheduled occasions in each year and
ff
to enable it to monitor adequately the investment performance and status
of the business.
Market price risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company’s business. It represents
ff
positions in the face of price movements. The Company’s borrowings
ff
Interest rate risk
Interest rate risk is the risk of movements in the value of financial instruments
or interest income cash flows that arise as a result of fluctuations in
interest rates. The Company finances its operations through retained
profits including capital profits, and additional financing is obtained
through the two Private Placement Loans, on both of which interest is
paid at a fixed rate and therefore subject to fair value interest rate risk.
Cash flow interest rate risk
The majority of the Company’s financial assets are equity shares and
other investments which neither pay interest nor have a maturity date.
The Company’s fixed-interest holdings have a market value of £4,202,000 ,
representing 0.51% of net assets (2023: £13,713,000; 1.9%). The weighted
average running yield as at 31 December 2024 was 5.0% (2023: 5.0%)
and the weighted average remaining life was 0.5 years (2023: 1.6 years).
The Company’s cash balance of £6,354,000 (2023: £4,275,000) earns
interest, calculated on a tiered basis, depending on the balance held, by
reference to the base rate. Cashflow interest rate risk is not considered a
significant risk to the Company.
Fair value interest rate risk
The 4.05% Private Placement Loan and the 2.99% Private Placement
Loan, which are repayable in 2028 and 2047 respectively, pay interest at
fixed rates. The weighted average period until maturity of the loans is
10 years (2023: 11 years) and the weighted average interest rate payable
is 3.7 % ( 2023: 3.7%) per annum. The fair value of the loans will vary with
changes in interest rates. As interest rates increase the fair value of the
loan liability is expected to decrease, while when interest rates decrease
the fair value of the loan liability is expected to increase.
Liquidity risk
The Company’s assets comprise mainly readily realisable securities, which
can be sold to meet funding commitments if necessary. Short-term
flexibility is achieved through the use of cash balances and short-term
bank deposits.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to
discharge an obligation and cause the other party to incur a financial
loss. This is mitigated by the Portfolio Manager reviewing the credit ratings
of broker counterparties. The Company’s Custodian is responsible for
the collection of income on behalf of the Company. Cash is held either
with reputable banks with high quality external credit ratings or in
liquidity/cash funds providing a spread of exposures to various underlying
banks in order to diversify risk. The carrying amounts of financial assets
represent their maximum exposure to credit risk at the Statement of
Financial Position date, and the main exposure to credit risk is via the
Custodian which is responsible for the safeguarding of the Company’s
investments and cash balances. The full portfolio can be found on
pages 24 and 25. The debt security held at the year -end has a credit
rating of AA (2023: AA).
Currency risk
The income and capital value of the Company’s investments and liabilities
ff
assets and income are denominated in currencies other than Pounds
Sterling, which is the Company’s reporting currency. The Company does not
currently hedge its currency exposure. The key areas where foreign currency
risk could have an impact on the Company are:
• ff
• ff
88
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
The Company had the following currency exposures, all of which are included in the Statement of Financial Position based on the exchange rates
ruling at the respective year ends. Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the
Company arising out of the investment and risk-management processes.
Investments Cash Receivables Payables Borrowings Total
£’000 £’000 £’000 £’000 £’000 £’000
Euro 118,002 – – – – 118,002
US Dollar 43,033 – 200 – – 43,233
Canadian Dollar 8,587 – – – – 8,587
Hong Kong Dollar 10,554 – – – – 10,554
Japanese Yen 13,992 – – – – 13,992
Pounds Sterling 690,637 6,354 1,859 (1,712) (74,781) 622,357
884,805 6,354 2,059 (1,712) (74,781) 816,725
Investments Cash Receivables Payables Borrowings Total
£’000 £’000 £’000 £’000 £’000 £’000
Euro 114,111 – – – – 114,111
US Dollar 55,052 – 189 – – 55,241
Canadian Dollar 9,892 – – – – 9,892
Hong Kong Dollar 10,394 – – – – 10,394
Japanese Yen 14,609 – – – – 14,609
Pounds Sterling 586,530 4,275 2,790 (2,394) (74,744) 516,45 7
790,588 4,275 2,9 79 (2,394) (74,744) 720,704
£’000 £’000 £’000 £’000
Projected movement +10% -10% +10% -10%
ff (17,851) 21,374 (18,568) 22,694
2024
2023
2024 202 3Foreign currency sensitivity
Notes to the Financial Statements continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
89
Amortised Amortised
cost Fair value cost Fair value
£’000 £’000 £’000 £’000
Assets at fair value through profit or loss 884,805 884,805 790,588 790,588
Cash 6,354 6,354 4,275 4,275
Receivables and Payables
Investment income receivable 1,424 1,424 1,937 1,937
Other receivables 635 635 1,042 1,042
Payables (1,712) (1,712) (2,394) (2,394)
Interest- bearing borrowings:
4.05% Private Placement Loan (49,882) (46,830) (49,849) (47,291)
2.99% Private Placement Loan (24,899) (13,912) (24,895) (15,163)
816,725 830,764 720,704 732,994
2024 202 3
20. Risk Management and Financial Instruments continued
Other price risk exposure
If the investment valuation fell by 20% at 31 December 2024, the impact on the profit or loss and net assets would have been negative £177.0 million
(2023: 20% negative £158.1million). If the investment portfolio valuation rose by 20% at 31 December 2024, the impact on the profit or loss and net assets
would have been positive £177.0 million (2023: 20% positive £158.1 million). The calculations are based on the portfolio valuation as at the
respective year-end dates.
The Company held the following categories of financial instruments, all of which are included in the Statement of Financial Position at fair value
or amortised cost which is an approximation of fair value, with the exception of interest-bearing borrowings which are shown at amortised cost
at 31 December .
The 4.05% Private Placement Loan 2028 and the 2.99% Private Placement Loan 2047 do not have prices quoted on an active market, however their
fair values have been calculated using observable inputs. As such they have been classified as Level 2 instruments (2023: Level 2).
90
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Liquidity risk exposure
ff
Contractual maturities of the financial liabilities at the year -end, including future interest payments not yet accrued for, based on the earliest
date on which payment can be required, are as follows:
Three Not more
months than one More than
or less year Two years Three years three years Total
£’000 £’000 £’000 £’000 £’000 £’000
Loan Interest due 1,012 1,760 2,772 2,772 16,975 25,291
Loan principle – – – – 75,000 75,000
Accruals 912 – – – – 912
Three Not more
months than one More than
or less year Two years Three years three years Total
£’000 £’000 £’000 £’000 £’000 £’000
Loan Interest due 1,012 1,760 2,772 2,772 19,748 28,064
Loan principle – – – – 75,000 75,000
Accruals 1,452 140 – – – 1,592
2024
2023
Notes to the Financial Statements continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
91
Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to
continue as a going concern, and to provide long-term growth in revenue and capital,
principally by investment in UK securities. There have been no changes in the
Company’s objectives, policies and processes for managing capital from the prior year.
The Company’s capital is its equity share capital and reserves that are shown in the
Statement of Financial Position and fixed-term loans (see note 15) at a gross total
of £891,506,000 (2023: £795,488,000).
The Company is subject to several externally imposed capital requirements:
• as a public Company, the Company has a minimum share capital of £50,000;
• in order to be able to pay dividends out of profits available for distribution by way
of dividends, the Company has to be able to meet one of the two capital restriction
tests imposed on investment companies by company law; and
• the Note Purchase Agreements governing the terms of the Private Placement Loans
also contain certain financial covenants as set out in note 8. These are measured
in accordance with the policies used in the Annual Report & Financial Statements.
The Company has complied with all of the above requirements during the current
and prior year.
21. Post Balance Sheet Events
Subsequent to the year -end and up to 19 March 2025, the Company bought back
791,246 ordinary shares for treasury, at a total cost of £ 2,161,000, representing 0.3%
of the issued share capital as at 31 December 2024.
On 11 February 2025 , the Board approved a fourth interim dividend for the year
ended 31 December 2024, of 3.0p per ordinary share payable on 2 April 2025.
92
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Shareholder Information
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
93
P
P
Barber-Surgeons’ Hall
Monkwell Square
LONDON WALL
LONDON WAL
CHEAPSIDE
GRESHAM STREET
ALDERSGATE STREET
LOTHBURY
POULTRY
Barbican
Moorgate
St. Pauls
Bank
MOORGATE
MOORFIELDS
ROPEMAKER ST
PRINCESS ST
FORE STREET
WOOD STREET
B
A
S
I
N
G
H
A
L
L
S
T
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you 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 have sold or otherwise transferred all of your ordinary
shares in Temple Bar Investment Trust Plc, please forward
this document and the accompanying 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.
NOTICE IS HEREBY GIVEN that the 99th Annual General Meeting (“AGM”) of Temple Bar Investment Trust Plc will be held at Barber-Surgeons’
Hall, Monkwell Square, Wood Street, Barbican, London EC2Y 5BL on Tuesday, 6 May 2025 at 11.30 am for the purpose of considering and, if thought
fit, passing the resolutions below.
ORDINARY RESOLUTIONS
1. To approve the Company’s Annual Report & Financial Statements for the year ended 31 December 2024 (together with the reports of the
Directors and Auditor there in).
2. To approve the Report on Directors’ Remuneration for the year ended 31 December 2024.
3. To re-elect Mrs Carolyn Sims as a Director of the Company.
4. To re-elect Mr Charles Cade as a Director of the Company.
5. To re-elect Mr Richard Wyatt as a Director of the Company.
6. To re-elect Dr Shefaly Yogendra as a Director of the Company.
7. To re-appoint BDO LLP as the Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next
meeting at which financial statements are laid before the Company.
8. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.
9. To approve the Company’s dividend policy, authorising the Directors of the Company to declare and pay all dividends of the Company as interim
dividends, and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval.
Also, that the Company’s dividend policy be amended so that the interim dividends that the Company pays are enhanced by the distribution of
approximately 3.0p per ordinary share per annum to be sourced from the Company’s distributable capital reserves.
10. That, in substitution of all existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with
Section 551 of the Companies Act 2006 (the “Companies Act”) to allot shares in the Company or grant rights to subscribe for or to convert any
security into shares in the Company (‘Rights’) up to an aggregate maximum nominal amount of £ 1,423,021, being 10% of the issued share
capital of the Company as at 19 March 2025 and representing 28,460,437 ordinary shares in the capital of the Company (or if changed, the number
representing 10% of the issued share capital of the Company at the date at which this resolution is passed), such authority to expire at the
conclusion of the AGM of the Company to be held in 202 6 (unless previously renewed, varied, revoked or extended by the Company in general
meeting), save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be
allotted after such expiry, and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority conferred by
this resolution had not expired.
94
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
SPECIAL RESOLUTIONS
11. That, subject to the passing of resolution 10 set out above, the Directors be and they are hereby generally empowered
pursuant to Sections 570 and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the
Companies Act) for cash, including for the avoidance of doubt, the sale of shares held by the Company as treasury shares,
in accordance with the authority conferred on the Directors by resolution 10, as if Section 561 of the Companies Act
did not apply to the allotment or sale, up to an aggregate nominal amount of £1,423,021 (being 10% of the issued ordinary
share capital of the Company at 19 March 2025), (or, if changed, the number representing 10% of the issued share
capital of the Company at the date at which this resolution is passed), such power to expire at the conclusion of the AGM
of the Company to be held in 2026 (unless previously renewed, varied, revoked or extended by the Company in general
meeting) save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an
agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such
power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as
if such power had not expired.
12. That, the Company generally be and is hereby authorised for the purpose of Section 701 of the Companies Act to
make market purchases (as defined in Section 693 of the Companies Act) of its ordinary shares in issue, either for
retention as treasury shares for future reissue, resale, transfer or cancellation provided that:
i) the maximum number of ordinary shares hereby authorised to be purchased is 14.99% of the issued share capital
of the Company as at the date of the passing of this resolution;
ii) the minimum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares
is the nominal value per share;
iii) the maximum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares
shall be the higher of:
i) an amount equal to 105% of the middle market quotations for an ordinary share as derived from the London
Stock Exchange Daily Official List for the five business days immediately preceding the date on which the
ordinary shares are purchased; and
ii) the higher of the price of the last independent trade and the highest current independent bid on the trading
venue where the purchase is carried out.
This authority shall expire at the conclusion of the AGM of the Company to be held in 2026 (unless previously
revoked, varied, renewed or extended by the Company in general meeting) save that the Company may, before
such expiry, enter into a contract to purchase shares which will or may be executed wholly or partly after the expiry of
such authority.
13. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.
By order of the Board
Frostrow Capital LLP
20 March 2025
Registered Office:
25 Southampton
Buildings
London
WC2A 1AL
Notice of Annual General Meeting continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
95
NOTES
1. Entitlement to attend and vote
Members who hold ordinary shares in the Company in uncertificated form must have been entered on the Company’s
register of members by 6.30pm on Thursday, 1 May 2025 in order to be able to attend and vote at the meeting, or if the
meeting is adjourned, 6.30pm on the day two business days before the time fixed for the adjourned meeting. Such members
may only vote at the meeting in respect of ordinary shares held at the time.
2. Proxies
A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend the meeting to speak and
vote on a show of hands and, on a poll, to vote instead of them. A proxy need not be a member of the Company. A member
wishing to appoint more than one proxy must appoint each proxy in respect of a specified number of shares within their
holding. For this purpose, a member may photocopy the enclosed form of proxy before completion and must indicate the
number of shares in respect of which each proxy is appointed.
Instruments of proxy should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
so as to arrive no later than 11. 30 am on Thursday, 1 May 202 5. Completion and return of the form of proxy will not preclude
shareholders from attending and voting at the meeting should they wish to do so.
It is possible for you to submit your proxy votes online by going to Equiniti’s Shareview website, www.shareview.co.uk, and
logging in to your Shareview Portfolio. Once you have logged in, simply click ‘View’ on the ‘My Investments’ page and then
click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to
www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with
enough time to complete the registration and authentication processes.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may
do so for the meeting and any adjournment(s) there of by using the procedures described in the CREST Manual. CREST personal
members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s)
should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In
order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a “CREST proxy
instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information
required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The CREST message must
be transmitted so as to be received by the issuer’s agent (ID RA19) by not later than 48 hours (excluding non-working days) before
the time appointed for the holding of the meeting or the adjourned meeting. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the CREST message by the CREST Applications Host) from which the
issuer’s agent is able to retrieve the CREST message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note
that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member(s) is/are a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary
to ensure that a CREST message is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service provider(s) is/are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid
a CREST proxy instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
3. Proxymity
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please
go to www.proxymity.io. Your proxy must be lodged by 1 1 . 30 am on Thursday, 1 May 202 5 in order to be considered valid. Before
you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions.
It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment
of your proxy.
4. Corporate representatives
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the
AGM. In accordance with the provisions of the Companies Act, each such representative may exercise (on behalf of the
corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that
they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
96
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
5. Nominated persons
In accordance with Section 325 of the Companies Act, the right to appoint
proxies does not apply to persons nominated to receive information rights
under Section 146 of the Companies Act. Persons nominated to receive
information rights under Section 146 of the Companies Act who have
been sent a copy of this Notice are hereby informed, in accordance with
Section 149 (2) of the Companies Act, that they may have a right under
an agreement with the registered member by whom they were nominated
to be appointed, or to have someone else appointed, as a proxy for this
meeting. If they have no such right, or do not wish to exercise it, they may
have a right under such an agreement to give instructions to the member
as to the exercise of voting rights. Nominated persons should contact
the registered member by whom they were nominated in respect of
these arrangements.
6. Joint holders
In the case of joint holders, the signature of only one of the joint holders
is required on the proxy form and, where more than one joint holder has
signed the proxy form or where more than one joint holder purports to
appoint a proxy, only the signature of, or the appointment submitted by
the most senior holder will be accepted to the exclusion of the other joint
holders. Seniority is determined by the order in which the names of the
joint holders appear in the Company’s Register of Members in respect of
the joint holding (the first named being the most senior).
7. Members’ requests under Section 527 of the Companies Act
Under Section 527 of the Companies Act, members meeting the threshold
requirements set out in that section have the right to require the Company
to publish on a website a statement setting out any matter relating to (i)
the audit of the Company’s accounts (including the Auditor’s report and the
conduct of the audit) that are to be laid before the AGM for the financial
year ended 31 December 2024 ; or (ii) any circumstance connected with
an Auditor of the Company appointed for the financial year ended 31
December 2024 ceasing to hold office since the previous meeting at which
annual accounts and reports were laid. The Company may not require the
shareholders requesting any such website publication to pay its expenses
in complying with Sections 527 or 528 (requirements as to website
availability) of the Companies Act. Where the Company is required to
place a statement on a website under Section 527 of the Companies Act,
it must forward the statement to the Company’s Auditor not later than the
time when it makes the statement available on the website. The business
which may be dealt with at the AGM for the relevant financial year includes
any statement that the Company has been required under Section 527
of the Companies Act to publish on a website.
8. Members’ rights to ask questions
Any member attending the meeting has the right to ask questions. The
Company must cause to be answered any such question relating to the
business being dealt with at the meeting but no such answer need be
given if (a) to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, (b) the
answer has already been given on a website in the form of an answer
to a question, or (c) it is undesirable in the interests of the Company or
the good order of the meeting that the question be answered.
9. Members’ rights under Sections 338 and 338A of the
Companies Act
Shareholders meeting the threshold under Sections 338 and 338A of
the Companies Act can instruct the Company: (i) to give shareholders
(entitled to receive notice of the AGM) notice of a resolution which may
properly be proposed and is intended to be proposed at the AGM; and/or
(ii) to include in the business to be dealt with at the AGM any matter
(other than a proposed resolution) which may be properly included in
the business. A resolution may properly be proposed or a matter may
properly be included in the business unless: (a) (in the case of a resolution
only) it would, if passed, be ineffective; (b) it is defamatory of any person;
or (c) it is frivolous or vexatious. Such a request may be in hard copy
form or in electronic form, must identify the resolution of which notice is
to be given or the matter to be included in the business, must be authorised
by the person or persons making it, must be received by the Company
not later than 2 5 March 2025 , being the date six weeks before the meeting,
and (in the case of a matter to be included in the business only) must be
accompanied by a statement setting out the grounds for the request.
10. Total number of shares and voting rights
As at 19 March 2025 , the latest practicable date prior to publication of this
Notice, the Company had 334,363,825 ordinary shares in issue, with a total
of 284,604,378 voting rights. 49,759,447 shares were held in treasury.
11. Website
In accordance with Section 311A of the Companies Act, the contents of
this Notice, details of the total number of shares in respect of which
members are entitled to exercise voting rights at the AGM and, if
applicable, any members’ statements, members’ resolutions or
members’ matters of business received by the Company after the date
of this Notice will be available on the Company’s website at:
www.templebarinvestments.co.uk.
12. Documents available for inspection
Copies of letters of appointment between the Company and the
Non-Executive Directors may be inspected during usual business hours
on any weekday (public holidays excepted) at the registered office of
the Company from the date of this Notice until the date of the AGM and
at the place of the Meeting from 1 1. 15 am until the Meeting’s conclusion.
Any shareholders wishing to inspect the documents are requested to
contact the Company Secretary by email at cosec@frostrow .com in
advance of any visit to ensure that appropriate arrangements can be made
and access can be arranged.
Notice of Annual General Meeting continued
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
97
Useful Information for Shareholders
Annual General Meeting
6 May 2025
Dividend Dates
2 April 2025
Payment of fourth interim dividend year ended 31 December 2024
27 June 2025
Payment of first interim dividend year ending 31 December 2025
26 September 2025
Payment of second interim dividend year ending 31 December 2025
31 December 2025
Payment of third interim dividend year ending 31 December 2025
Payment of Dividends
Cash dividends will be sent by cheque to the first-named shareholder
on the Register at his or her registered address together with a tax voucher.
At shareholders’ request, dividends may instead be paid direct into the
shareholder’s bank account through the Bankers’ Automated Clearing
System (‘BACS’). This may be arranged by contacting the Company’s
Registrar on 0371 384 2432.
Price and Performance Information
The Company’s ordinary shares are traded on the London Stock Exchange.
The market price of the ordinary shares is shown daily in the Financial
Times, other leading newspapers and on the Company’s website.
Share Register Enquiries
The Company’s Registrar, Equiniti, maintains the share register. In the
event of queries regarding your holding, please contact the Registrar on
0371 384 2432 . Lines are open from 8.30am to 5.30pm Monday to Friday.
Changes of name or address must be notified in writing to the Registrar.
Tax Information Exchange
Local laws may require Temple Bar to disclose investor holding and
income data to UK and other tax authorities. This will only happen where
required by law.
AIC
The Company is a member of the AIC, which produces monthly
publications of detailed information on the majority of investment trusts.
Temple Bar Website
The Company’s website can be found at www.templebarinvestments.co.uk
and includes useful background information on the Company, together
with helpful downloads of published documentation such as previous
annual and half-yearly reports.
Where to Buy Temple Bar Shares
1. Via a third-party provider
Third party providers include:
AJ Bell Youinvest http://www.youinvest.co.uk/
Barclays Smart Investor https://www.smartinvestor.barclays.co.uk/
Bestinvest https://www.bestinvest.co.uk/
Charles Stanley Direct https://www.charles-stanley-direct.co.uk/
Halifax Share Dealing https://www.halifaxsharedealing-online.co.uk/
Hargreaves Lansdown http://www.hl.co.uk/
HSBC https://www.hsbc.co.uk/investments/
iDealing http://www.idealing.com/
Interactive Investor http://www.ii.co.uk/
IWEB http://www.iweb-sharedealing.co.uk/share-dealing-home.asp
Please note this list is not exhaustive and the availability of Temple Bar
may vary depending on the provider. These websites are third-party
sites and Temple Bar does not endorse or recommend any. Please
consult each site’s privacy and cookie policies as well as their platform
charges structure.
The Board encourages all shareholders to exercise their rights and notes
that many specialist platforms provide shareholders with the ability to
continue to receive Company documentation, to vote their shares and
to attend general meetings, at no cost. Please refer to your investment
platform for more details, or visit the AIC’s website at www.theaic.co.uk/
aic/shareholder-votingconsumer- platforms for information on which
platforms support these services and how to utilise them.
2. Through a professional adviser
Professional advisers are usually able to access the products of all the
companies in the market and can help you find an investment that
suits your individual circumstances. An adviser will let you know the fee
for their service before you go ahead. You can find an adviser at
www.unbiased.co.uk
You may also buy investment trusts through stockbrokers, wealth
managers and banks.
To familiarise yourself with the FCA adviser charging and commission
rules, visit www.fca.org.uk.
98
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Corporate Information
Directors
Richard Wyatt – Chairman
Charles Cade – Senior Independent Director
Carolyn Sims – Chair of the Audit and Risk Committee
Shefaly Yogendra – Chair of the Management Engagement and
Nomination Committees
Registered Office
25 Southampton Buildings
London WC2A 1AL
Company Registration Number
00214601 (Registered in England)
Website
www.templebarinvestments.co.uk
Portfolio Manager
RWC Asset Management LLP
Verde 4th Floor
10 Bressenden Place
London SW1E 5DH
Telephone: 0207 227 6000
Website: www.redwheel.com
Authorised and regulated by the Financial Conduct Authority.
AIFM, Administrator and Company Secretary
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
Email: info@frostrow.com
Website: www.frostrow.com
Authorised and regulated by the Financial Conduct Authority.
If you have an enquiry about the Company, please contact
Frostrow using the above email address.
Depositary, Bankers and Custodian
The Bank of New York Mellon (International) Limited
One Canada Square
London E14 5AL
Stockbroker
Cavendish Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex BN99 3HH
Shareholder Helpline: +44 (0) 371 384 2432 *
Website: www.equiniti.com
For deaf and speech impaired customers, we welcome calls via
Relay UK. Please see www.relayuk.bt.com for more information.
* Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales).
Notifications of changes of address and enquiries regarding
share certificates or dividend cheques should be made
in writing to the Registrars quoting your shareholder
reference number.
Registered shareholders can obtain further details of their
holdings on the internet by visiting www.shareview.co.uk
Temple Bar Identifiers
ISIN (ordinary shares) – GB00BMV92D64
SEDOL (ordinary shares) – BMV92D6
Legal Entity Identifier – 213800O8EAP4SG5JD323
Bloomberg: TMPL: LN
Registered number
Registered in England Number 00214601
SCAN ME
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
99
Year to Year to
31 December 31 December
2024 2023
(p) (p)
Opening NAV with debt
at fair value 252.2 233.5
Increase /(decrease) in NAV 49.0 29.1
Less dividends paid (10.75) (9.60)
Adjustment for movement
in fair value of debt 0.7 (0.8)
Closing NAV with debt at
fair value 291.1 252.2
% increase in NAV with
debt at fair value 19.7% 12. 1%
Impact of reinvesting
dividends 0.2% 0.2%
NAV total return with
debt at fair value 19.9% 12.3%
Glossary of Terms
Discount or Premium of share price to NAV per share*
A description of the difference between the share price and the net asset
value per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is usually
expressed as a percentage (%) of the net asset value per share. If the share
price is higher than the net asset value per share the result is a premium.
If the share price is lower than the net asset value per share, the shares
are trading at a discount.
Fixed Interest
Fixed-interest securities, also known as bonds, are loans usually taken out
by a government or company which normally pay a fixed rate of interest
over a given time period, at the end of which the loan is repaid.
FTSE All-Share Index
A comparative index that tracks the market price of the UK’s leading
companies listed on the London Stock Exchange. Covering around 600
companies, including investment trusts, the name FTSE is taken from the
Financial Times and the London Stock Exchange, who are its joint owners.
FTSE 350 Index
A comparative index that tracks the market price of the UK’s 350 largest
companies, by market value, listed on the London Stock Exchange.
Gilts
A bond that is issued by the British government which is generally
considered low risk.
Gross Gearing
Total assets divided by shareholders funds expressed as a percentage.
Liquidity
The ease with which an asset can be purchased or sold at a reasonable
price for cash.
Market Capitalisation
The total value of a company’s equity, calculated by the number of shares
multiplied by their market price.
NAV (‘Net Asset Value’) per Share
The value of total assets less liabilities, with debenture and loan stocks
at book value. Book value is the amount borrowed less the current loan
arrangement fee debtor still to be expensed. The NAV per share is calculated
by dividing this amount by the number of ordinary shares outstanding.
NAV per Share with debt at fair value*
The value of total assets less liabilities, with the loans at fair value. The NAV
per share with debt at fair value is calculated by dividing this amount by
the number of ordinary shares outstanding.
* Alternative Performance Measure.
Ongoing Charges *
Ongoing charges are calculated on an annualised basis. This figure
excludes any portfolio transaction costs and may vary from period to
period. The calculation below is in line with AIC guidelines.
Year to Year to
31 December 31 December
2024 2023
(p) (p)
Investment management fee 2,819 2,757
Other expenses (excluding
transaction costs) 1,918 1,359
Less: one off legal and
professional fees - (21)
Total (a) 4,737 4,095
Average cum income net
asset value throughout
the period (b) 780,321 731,023
Ongoing charges (c=a/b) (c) 0.61% 0.56%
Net asset value (NAV) per share total return with debt at fair value*
The theoretical total return on shareholders’ funds per share, reflecting
the change in NAV with debt at fair value assuming that dividends paid
to shareholders were reinvested at NAV with debt at fair value at the time
the shares were quoted ex-dividend. A way of measuring performance
which is not affected by movements in discounts/premiums.
Net Gearing
Total assets (less cash and cash equivalents) divided by shareholders’
funds expressed as a percentage.
100
Temple Bar Investment Trust Plc
Annual Report & Financial Statements for the year ended 31 December 2024
Portfolio Turnover
The portfolio turnover rate measures the Company’s trading activity. It is
calculated by taking the lower of investment purchases and sales and
dividing by the average gross asset value (net assets with debt added
back) of the Company. It is expressed as a % and the lower the % the
lower the turnover. For example a turnover rate of 25% would suggest
that the fund holds stocks for four years on average, while a 50% turnover
rate would suggest a two year holding period.
Transactions in gilts are excluded from the investment purchases and
sales for the purposes of calculating the turnover rate.
Value Investing
An investment strategy that aims to identify under valued yet good quality
companies with strong cash flows and robust balance sheets, putting
an emphasis on financial strength.
Dividend Yield*
A measure of the income return earned on an investment. In the case of
a share the yield expresses the annual dividend payment as the percentage
of the market price of the share.
Glossary of Terms continued
Share Price Total Return*
Return to the investor on mid-market prices assuming that all dividends
paid were reinvested at the share price at the time the shares were quoted
ex-dividend.
Year to Year to
31 December 31 December
2024 2023
(p) (p)
Opening share price 238.0 220.5
Increase in share price 44.8 27.1
Less: dividends paid (10.75) (9.60)
Closing share price 272.0 238.0
% increase in share price 18.8% 12.3%
Impact of reinvesting dividends 0.3% 0.2%
Share price total return 19.1% 12.5%
* Alternative Performance Measure.
www.templebarinvestments.co.uk
A member of the Association of Investment Companies
Portfolio Manager
RWC Asset Management LLP
Verde 4th Floor
10 Bressenden Place
London SW1E 5DH
www.redwheel.com
Temple Bar Investment Trust Plc
Registered Office
25 Southampton Buildings
London
WC2A 1AL