Annual Report and Financial Statements
31 October 2022
EDINBURGH WORLDWIDE
INVESTMENT TRUST plc
Growth companies
shaping our tomorrow
Edinburgh Worldwide’s objective is the achievement
of long term capital growth by investing primarily in
listed companies throughout the world.
Notes
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Investment trusts are UK public listed companies and as such comply with the requirements of the Financial Conduct
Authority. They are not authorised or regulated by the Financial Conduct Authority.
Edinburgh Worldwide Investment Trust plc currently conducts its affairs, and intends to continue to conduct its
affairs, so that the Company’s ordinary shares can qualify to be considered as a mainstream investment product and
can be recommended by Independent Financial Advisers to ordinary retail investors in accordance with the rules of
the Financial Conduct Authority in relation to non-mainstream investment products.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if
you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your ordinary shares in Edinburgh Worldwide Investment Trust plc,
please forward this document, together with any accompanying documents, but not your personalised Form of Proxy
or Form of Direction, 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.
Financial Highlights
1 Financial Highlights
1 Company Summary
Strategic Report
2
Chairman’s Statement
5 One Year Summary
6 Five Year Summary
7 Ten Year Record
8 Business Review
13 Managers’ Review
16 Valuing Private Companies
17 Investment Philosophy
18 Baillie Gifford Statement on
Stewardship and Stewardship Principles
19 Environmental, Social and Governance
Engagement
20
Twenty Largest Holdings and
Twelve Month Performance
21
List of Investments
25 Distribution of Total Assets
25 Investment Changes
26 Distribution of Total Assets by Industry
Governance Report
27
Directors and Management
29 Directors’ Report
33 Corporate Governance Report
37 Audit and Management Engagement
Committee Report
39
Directors’ Remuneration Report
42 Statement of Directors’ Responsibilities
in Respect of the Annual Report and
Financial Statements
Financial Report
43
Independent Auditor’s Report
49 Income Statement
50 Balance Sheet
51 Statement of Changes in Equity
52 Cash Flow Statement
53 Notes to the Financial Statements
Shareholder Information
69
Notice of Annual General Meeting
72 Further Shareholder Information
72 Analysis of Shareholders
73 Sustainable Finance Disclosures
Regulation (‘SFDR’)
74
Communicating with Shareholders
75 Automatic Exchange of Information
75 Third Party Data Provider Disclaimer
76 Glossary of Terms and Alternative
Performance Measures
Contents
Investor Disclosure Document
The UK Alternative Investment Fund Managers Regulations requires certain information to be
made available to investors prior to their making an investment in the Company. The Company’s
Investor Disclosure Document is available for viewing at edinburghworldwide.co.uk.
Edinburgh Worldwide Investment Trust plc 01
(Discount)/premium (after deducting borrowings at book value) plotted
as at month end dates
O
2021
NDJ
FMAM
J
J
A S
O
2022
(12%)
4%
(8%)
(4%)
0%
(20%)
(16%)
Financial Highlights
*
S&P Global Small Cap Index total return (in sterling terms).
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75.
Past performance is not a guide to future performance.
O
2021
NDJFMAM
J
J
A S
O
2022
Share Price total return
NAV (after deducting borrowings at book value) total return
Comparative Index
*
50
110
70
90
100
60
80
Financial Highlights – Year to 31 October 2022
Share Price -46.0% Net Asset Value -40.3%
(borrowings at book value)
Comparative Index -6.8%
(S&P Global Small Cap Index
total return (in sterling terms))
All figures total return.
Net Asset Value, Share Price and Comparative Index
(rebased to 100 at 31 October 2021)
Investment Policy
Edinburgh Worldwide Investment Trust plc aims to achieve long
term capital growth by investing primarily in listed companies
throughout the world. Further details of the investment policy
are given in the Business Review on page 8 which includes the
revised policy approved by the shareholders at last year’s
Annual General Meeting which permits the holding of unlisted
investments up to 25% of total assets at the time of acquisition.
Comparative Index
The index against which performance is compared is the S&P Global
Small Cap Index total return (in sterling terms). Prior to 1 February
2014 the comparative index was the MSCI All Countries World Index
(in sterling terms). For periods commencing prior to this date, the
returns on these indices for their respective periods are linked
together to form a single comparative index.
Management Details
The Company has appointed Baillie Gifford & Co Limited, a
wholly owned subsidiary of Baillie Gifford & Co, as its Alternative
Investment Fund Manager and Company Secretaries. Baillie Gifford
& Co Limited has delegated portfolio management services to
Baillie Gifford & Co. Dealing activity and transaction reporting have
been further sub-delegated to Baillie Gifford Overseas Limited
and Baillie Gifford Asia (Hong Kong) Limited. The Management
Agreement can be terminated on three months’ notice.
The annual management fee is 0.75% on the first £50 million of
net assets, 0.65% on the next £200 million of net assets and
0.55% on the remaining net assets. Management fees are
calculated and payable quarterly.
Capital Structure
At the year end the Company’s share capital consisted of
392,285,023 fully paid ordinary shares of 1p each. The Company
currently has powers to buy back shares at a discount to net
asset value per share for cancellation or retention as treasury
shares as well as to issue shares/sell treasury shares at a
premium to net asset value.
AIC
The Company is a member of the Association of Investment
Companies.
Company Summary
(Discount)/Premium to Net Asset Value
02 Annual Report 2022
This Strategic Report, which includes pages 2 to 26 and incorporates the Chairman’s
Statement, has been prepared in accordance with the Companies Act 2006.
Strategic Report
Henry Strutt, Chairman
Strategic Report
Chairman’s Statement
* Source: Refinitiv and relevant underlying index providers. See disclaimer on page 75.
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Past performance is not a guide to future performance.
Performance
In the year to 31 October 2022, the Company’s net asset value
(‘NAV’) per share, when calculated by deducting borrowings at
fair value, decreased by 40.3% and the share price by 46.0%,
both in total return terms. The comparative index, the S&P Global
Small Cap Index
* total return, decreased by 6.8% in sterling terms
during this period. The Company’s share price discount/premium
to NAV ranged between a 20.1% discount and a 5.5% premium,
averaging a discount of 9.9%, and ended the period at a 12.7%
discount. Portfolio turnover was 10.8% compared to 7.1% for the
Company’s financial year to 31 October 2021 and the ongoing
charge has decreased to 0.63%.
Whilst disappointing, this set of results should be assessed in the
context of the longer term performance, in particular the general
volatility experienced during and after the Covid pandemic.
The table below shows the very strong outperformance by the
Company during the year to 31 October 2020 when it became
clear that several of the Company’s investments were well-
positioned to help address many of the challenges posed
by the Covid pandemic. Conversely there was significant
underperformance in the year to 31 October 2022 as markets
focussed on the potential negative implications of higher interest
rates for ‘growth stocks’; leading to a shift into ‘value stocks’.
Year to
31.10.18 31.10.19 31.10.20 31.10.21 31.10.22
NAV* 14.9% 7.4% 57.8% 18.3% (40.3%)
S&P Global Small
Cap Index* 0.1% 7.2% 0.4% 35.9% (6.8%)
The Company’s portfolio has been managed with a focus on the
opportunity set lower down the market capitalisation spectrum
since the end of January 2014. The Board remains committed to
this and the Managers’ approach of investing with a five year plus
investment horizon in innovative entrepreneurial immature growth
businesses that display the characteristics for being much larger
companies in the future, which typically are at the forefront of
technology and/or disrupting traditional business models
irrespective of sector or industry.
Being able to survive turbulent times is crucial for all businesses
and the portfolio managers have been buoyed following a number
of positive company meetings with management teams. It is
reassuring to note that the majority of companies in the portfolio
are financially secure over the near term and that c.61% of the
Company’s listed portfolio has positive earnings or positive cash
flow. The aggregate operational performance of the portfolio has
been sound, with many of the holdings growing at attractive rates.
As outlined in the Managers’ Report, the portfolio managers have
put capital to work in a number of new and existing names
following the derating of growth companies, many of which now
trade at attractive depressed valuations.
Among the top contributors to performance over the year were
Space Exploration Technologies (SpaceX), which designs,
manufactures and launches advanced rockets and spacecraft,
ShockWave Medical, a manufacturer of medical devices, and
Alnylam Pharmaceuticals, which develops drugs focussed on
harnessing gene silencing technology. The top detractors to
performance over the year were Ocado, an online grocery
retailer and technology provider, Codexis, an industrial and
pharmaceutical enzyme developer, and Upwork, an online
freelancing and recruitment services platform. The Managers’
Report on pages 13 to 15 provides further background on the
investments.
As mentioned, the Company’s portfolio has been managed with a
focus on the opportunity set lower down the market capitalisation
spectrum since the end of January 2014. The chart below shows
the distribution of returns for all the stocks held within the portfolio
since then; each bar representing the return of each stock whilst
held in the portfolio. This cumulative period holding analysis
shows the broad distribution of returns achieved by the holdings
from time of initial purchase to 31 October 2022 or the date in
which the holding was fully sold from the portfolio.
Edinburgh Worldwide Investment Trust plc 03
Strategic Report
Share Buybacks, Treasury and Issuance
Over the course of the last financial year, 550,000 new shares
were issued, at a premium to the Company’s NAV per share,
raising proceeds of £1.7 million. The Company also bought back
13,468,672 shares for treasury, at a discount to the Company’s
NAV per share, at a cost of £25.3 million. On a net basis, this
resulted in the Company’s issued share capital reducing by 3.2%.
The Company will once again be seeking to renew its share
buyback, issuance and treasury share authorities. The buyback
facility is sought to allow the Company to buy back its own shares
when the discount is substantial in absolute terms and relative to
its peers. Issuance, either from treasury or of new shares, will only
be undertaken at a premium to the prevailing NAV, with debt
calculated at par, in order to satisfy natural market demand.
Unlisted Investments
At last year’s Annual General Meeting, shareholders approved
an increase in the permissible limit of investment in unlisted
investments from 15% to 25% of total assets, measured at
the time of initial investment.
As at the Company’s year end, the portfolio weighting in private
companies stood at 20.1% of total assets, invested in fourteen
companies (2021 – 10.8% of total assets in twelve companies).
Three new private company investments were made during the
year: BillionToOne, a precision molecular diagnostics company,
DNA Script, a synthetic biology company specialising in synthetic
DNA and oligos, and Echodyne, a metamaterial radar sensors
and software company. Akili Interactive Labs, a digital medicine
company, which listed on Nasdaq in August 2022 following its
merger with Social Capital Suvretta Holdings Corp is still held in
the portfolio.
The Board and Managers remain of the view that private
companies are becoming an increasingly relevant part of the
Company’s objective and, as highlighted in my statement last
year, the Board will keep the matter of the weighting to unlisted
investments under review. Details on the process and quantum of
valuations of the portfolio’s private company holdings undertaken,
over the course of the financial year, can be found on page 16,
immediately after the Managers’ Review.
Borrowings
The extent and range of equity gearing is discussed by the Board
and Managers at each Board meeting. Both parties agree that
the Company should typically be geared to equities to maximise
potential returns, with the current aspirational parameters set at
+5% to +15% of shareholders’ funds. Over the year, the invested
equity gearing ranged between +2.4% and +13.1%, and stood
at +12.3% of shareholders’ funds at the financial year end
(2021 – +2.5%).
At present, the Company has a five year £100 million multi-
currency revolving credit facility, with The Royal Bank of Scotland
International Limited, with an expiry date of 9 June 2026. In
addition, a five year £25 million multi-currency revolving credit
facility, with National Australia Bank Limited, with an expiry date of
29 June 2023 and a five year £36 million multi-currency revolving
credit facility, with National Australia Bank Limited, with an expiry
date of 30 September 2024. As at 31 October 2022, the Company
had drawings of €10,600,000, US$77,150,000 and £27,720,000.
Earnings and Dividend
The Company’s objective is that of generating capital growth
and investors should not expect any income from this investment.
This year the net revenue return per share was a negative 0.49p
per share (2021 – negative 0.62p per share). As the revenue
account is running at a deficit, no final dividend is being
recommended by the Board. Should the level of underlying
income increase in future years, the Board will seek to distribute
to shareholders the minimum permissible to maintain investment
trust status by way of a final dividend.
Board Composition
Mr Donald Cameron has confirmed that he will not be standing
for re-election to the Board at the Company’s Annual General
Meeting (‘AGM’) taking place on 7 March 2023. I would like
to place on record my and the Board’s thanks for his effective
Chairing of the Audit and Management Engagement Committee
and for his contribution to Company discussions. I’m pleased to
report that during the year the Company announced two new
appointments to the Board, Ms Jane McCracken, with effect from
Absolute return of Edinburgh Worldwide’s holdings (some stocks only held for part of the period).
(100%)
0%
100%
200%
300%
400%
500%
600%
700%
800%
900%
1,000%
3,000%
Asymmetry of Returns
Source: StatPro since 31 January 2014 to 31 October 2022 in sterling terms.
04 Annual Report 2022
Strategic Report
1 November 2022, and Dr Mary Gunn, with effect from 1 March
2023. Both appointments fall to be ratified by shareholders as
part of the 7 March 2023 AGM business.
Jane has spent her career working with high growth technology
businesses based in the USA and UK as an entrepreneur, equity
investor, board member and advisor. Mary is a scientist, lawyer
and C-level executive in life science companies. Further
information on their respective backgrounds can be found
on page 28.
Investment Outlook
The past year has been marked by notable market volatility,
arising from a number of factors, and it is unlikely that there will be
an easing of the challenging economic and political backdrop in
the immediate future. Business confidence and consumption are
likely to remain muted against a backdrop of inflationary pressure,
despite the best efforts of some Central Banks and governments
to keep it in check. The effects of a slowdown in Chinese
economic activity are also being felt, although ironically this is
likely to be a deflationary influence for certain industries and
sectors.
Whilst markets exhibit volatility, the investment trust structure
permits the portfolio managers and discerning long-term investors
to take positions in exciting, dynamic and innovative companies
for the long term. Companies that can enhance productivity or
deliver cost and/or productivity efficiency, should be amongst
those able to navigate through the current turbulence; many of
these are currently immature but with a scalable business model
and ambitious management teams with a vision and desire to
succeed.
An overview of the Company’s portfolio is provided on pages
13 to 15.
Annual General Meeting
The Company’s next Annual General Meeting (‘AGM’) will be held
in person at Baillie Gifford’s offices in Edinburgh at 12 noon on
Tuesday 7 March 2023. The portfolio managers will be presenting
and I and the Board look forward to seeing as many of you there
as possible.
Should the situation change and it not be possible to meet in
person, further information will be made available through the
Company’s website at edinburghworldwide.co.uk and the
London Stock Exchange regulatory news service. Further
information, including the proposed resolutions and information
on the deadlines for submitting votes by proxy should you not be
able to attend, can be found on pages 69 to 71. Shareholders
who hold shares in their own name on the main register will be
provided with a Form of Proxy and there are also special
arrangements for holders of shares through the abrdn Investment
Trusts Share Plan, Individual Savings Account and Investment
Plan for Children who are provided with a Form of Direction.
If you hold shares through a share platform or other nominee,
the Board would encourage you to contact these organisations
directly as soon as possible to arrange for you to submit votes
in advance of the AGM.
Henry CT Strutt
Chairman
20 January 2023
Edinburgh Worldwide Investment Trust plc 05
31 October 2022 31 October 2021 % change
Total assets (before deduction of borrowings) £879.4m £1,407.5m
Borrowings £103.8m £66.2m
Shareholders’ funds £775.6m £1,341.4m
Net asset value per ordinary share (after deducting borrowings at book value) 197.70p 331.03p (40.3)
Share price 172.60p 319.50p (46.0)
S&P Global Small Cap Index total return (in sterling terms)
(6.8)
Dividends paid and proposed per ordinary share Nil Nil
Revenue loss per ordinary share (0.49p) (0.62p) 21.0
Ongoing charges
#
0.63% 0.66%
(Discount)/premium (borrowings at book value)
#
(12.7%) (3.5%)
Active share
#
99% 99%
Year to 31 October 2022 2022 2021 2021
Year’s high and low High Low High Low
Share price 335.00p 160.40p 423.00p 287.50p
Net asset value (after deducting borrowings at book value) 338.36p 188.29p 409.88p 279.90p
Premium/(discount) (borrowings at book value)
#
5.5% (20.1%) 5.8% (9.4%)
31 October 2022 31 October 2021
Net return per ordinary share
Revenue (0.49p) (0.62p)
Capital (134.8p) 43.37p
Total (135.31p) 42.75p
Performance since broadening of investment policy 31 October 2022 31 January 2014
% change
capital
% change
total
return
105 months from 31 January 2014
Net asset value per ordinary share (after deducting borrowings
at fair value)
#
197.70p 87.34p 126.4 127.3
Net asset value per ordinary share (after deducting borrowings
at
book value
)
197.70p 87.43p 126.1 127.1
Share price 172.60p 81.00p 113.1 114.2
Comparative Index (in sterling terms)
†¶
97.1 132.9
The following information illustrates how Edinburgh Worldwide has performed over the year
to 31 October 2022.
Strategic Report
One Year Summary
*
* For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75.
#
Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
All per share figures have been restated for the five for one share split on 28 January 2019.
S&P Global Small Cap Index total return (in sterling terms).
Past performance is not a guide to future performance.
06 Annual Report 2022
Strategic Report
*
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
The comparative index is the S&P Global Small Cap Index total return (in sterling terms).
#
See disclaimer on page 75.
Past performance is not a guide to future performance.
The following charts indicate how Edinburgh Worldwide has performed relative to its
comparative index
and the relationship between share price and net asset value over
the five year period to 31 October 2022.
(Discount)/Premium to Net Asset Value
(plotted on a monthly basis)
Five Year Total Return Performance
(figures rebased to 100 at 31 October 2017)
Annual Net Asset Value and Share Price
Total Returns
Relative Annual Net Asset Value and Share Price
Total Returns (relative to the benchmark total return)
2017
Cumulative to 31 October
2019 2020
2021
2022
2018
Source:
Refinitiv
and relevant underlying index providers
#
Share price total return
NAV (after deducting borrowings at fair value) total return
Comparative index
50
300
100
150
250
200
Source: Refinitiv/Baillie Gifford
Edinburgh Worldwide (discount)/premium
The (discount)/premium is the difference between Edinburgh Worldwide’s quoted
share price and its underlying net asset value (after deducting borrowings at fair value).
2017
Years to 31 October
2019 2020
2021
2022
2018
(20%)
(15%)
10%
5%
(5%)
0%
(10%)
Source: Refinitiv
NAV (
after deducting borrowings at fair value
) total return
Share price total return
2018
Y
ears to 31 October
2019 2020
2021
2022
(60%)
(20%)
0%
20%
80%
60%
40%
(40%)
Source: Refinitiv
and relevant underlying index providers
#
NAV (
after deducting borrowings at fair value
) total return relative to the
comparative index
Share price total return relative to the comparative index
2018
Years to 31 October
2019 2020
2021
2022
(50%)
(40%)
(20%)
40%
80%
60%
0%
20%
Five Year Summary
*
Edinburgh Worldwide Investment Trust plc 07
Revenue Gearing Ratios
Year to
31 October
Income
£’000
Net return
after tax
£’000
Revenue
earnings per
ordinary
share
p
Dividend paid
and proposed
per ordinary
share (net)
p
Ongoing
charges
%
Gearing
^
%
Potential
gearing **
%
2012 2,414 1,225 0.50 0.40 1.02 17 19
2013 1,987 823 0.34 0.40 0.99 8 14
2014 1,186 68 0.03 0.40 0.92 10 15
2015 1,106 (90) (0.04) Nil 0.93 10 14
2016 1,178 (61) (0.02) Nil 0.92 9 14
2017 1,268 149 0.06 Nil 0.87 9 10
2018 1,270 (497) (0.19) Nil 0.81 5 10
2019 1,229 (684) (0.23) Nil 0.75 7 9
2020 773 (1,479) (0.46) Nil 0.72 1 5
2021 827 (2,422) (0.62) Nil 0.66 2 5
2022 986 (1,976) (0.49) Nil 0.63 12 13
Total operating costs divided by average net asset value (with debt at fair value). See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
^
Borrowings less cash and cash equivalents expressed as a percentage of shareholder’s funds. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
** Borrowings expressed as a percentage of shareholders’ funds. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Cumulative Performance (taking 2011 as 100)
At
31 October
Net asset
value per
share
(at fair)
Net asset
value total
return
(at fair)
^^
Comparative
index
‡‡
Comparative
index total
return
^^
Share
price
Share
price total
return
^^
Retail
price
index
2012 100 100 100 100 100 100 100
2013 136 136 121 124 144 145 103
2014 132 133 128 135 137 139 105
2015 145 147 117 135 156 159 106
2016 171 173 163 178 172 175 108
2017 225 228 185 206 246 250 112
2018 259 262 182 206 293 297 116
2019 278 282 191 221 313 317 118
2020 439 445 188 221 512 520 120
2021 519 526 252 301 570 578 127
2022 310 314 230 281 308 312 145
Compound annual returns
5 year 6.6% 6.6% 4.4% 6.4% 4.6% 4.6% 5.3%
10 year 12.0% 12.1% 8.7% 10.9% 11.9% 12.1% 3.8%
^^
Source: Refinitiv and relevant underlying index providers. See disclaimer on page 75.
‡‡
MSCI All Countries World Index (in sterling terms) until 31 January 2014, thereafter the S&P Global Small Cap Index (in sterling terms). The index data has been chain linked
to form one comparative index figure.
* For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
All per share figures have been restated for the five for one share split on 28 January 2019. Past performance is not a guide to future performance.
Strategic Report
Ten Year Record
*
Capital
At
31 October
Total
assets
£’000
Borrowings
£’000
Shareholders’
funds
£’000
Net asset
value per
share (fair)
#
p
Net asset
value per
share (book)
#
p
Share
price
p
Premium/
(discount)
(fair)
%
Premium/
(discount)
(book)
%
2012 186,209 (29,318) 156,891 63.79 64.03 56.10 (12.00) (12.40)
2013 241,969 (29,823) 212,146 86.46 86.58 81.00 (6.30) (6.40)
2014 237,224 (30,862) 206,362 84.12 84.22 77.00 (8.50) (8.60)
2015 258,155 (30,799) 227,356 92.55 92.79 87.60 (5.30) (5.60)
2016 305,520 (36,908) 268,612 109.23 109.63 96.60 (11.60) (11.90)
2017 387,863 (35,024) 352,839 143.78 144.00 138.10 (3.90) (4.10)
2018 521,102 (48,628) 472,474 165.14 165.16 164.40 (0.50) (0.50)
2019 585,314 (48,596) 536,718 177.37 177.37 175.40 (1.10) (1.10)
2020 1,040,462 (48,728) 991,734 279.90 279.90 287.50 2.7 2.7
2021 1,407,507 66,153 1,341,355 331.03 331.03 319.50 (3.5) (3.5)
2022 879,393 103,827 775,566 197.70 197.70 172.60 (12.7) (12.7)
Total assets comprise all assets held less all liabilities other than liabilities in the form of borrowings.
#
Net asset value per ordinary share has been calculated after deducting long term borrowings at either book value or fair value (see note 17, page 68 and Glossary of Terms
and Alternative Performance Measures on pages 76 and 77).
Premium/(discount) is the difference between Edinburgh Worldwide’s quoted share price and its underlying net asset value (deducting borrowings at either book or fair value)
expressed as a percentage of net asset value. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
08 Annual Report 2022
Business Model
Business and Status
Edinburgh Worldwide Investment Trust plc (‘the Company’) is a
public company limited by shares and incorporated in Scotland.
The Company is an investment company within the meaning of
section 833 of the Companies Act 2006 and carries on business
as an investment trust. Investment trusts are UK public listed
companies and their shares are traded on the London Stock
Exchange. They invest in a portfolio of assets in order to spread
risk. The Company has a fixed share capital although, subject to
shareholder approval sought annually, it may purchase its own
shares or issue shares. The price of the Company’s shares is
determined, like other listed shares, by supply and demand.
The Company has been approved as an investment trust by
HM Revenue & Customs subject to the Company continuing to
meet the eligibility conditions. The Directors are of the opinion that
the Company has continued to conduct its affairs so as to enable
it to comply with the ongoing requirements of section 1158 of the
Corporation Tax Act 2010 and the Investment Trust (Approved
Company) (Tax) Regulations 2011.
The Company is an Alternative Investment Fund for the purposes
of the UK Alternative Investment Fund Managers Regulations.
Purpose
The Edinburgh Worldwide Investment Trust aims for long term
capital growth from a global portfolio of initially immature
entrepreneurial companies, typically with a market capitalisation
or valuation of less than US$5 billion at time of initial investment,
which are believed to offer long term growth potential.
Objective and Policy
Edinburgh Worldwide’s investment objective is the achievement
of long term capital growth by investing primarily in listed
companies throughout the world.
While the policy is global investment, the approach adopted is
to construct a portfolio through the identification of individual
companies which offer long term growth potential, normally over
at least a five year horizon and which typically have a market
capitalisation of less than US$5 billion at the time of initial
investment. The portfolio is actively managed and does not seek
to track the comparative index hence a degree of volatility against
the index is inevitable.
In constructing the equity portfolio a spread of risk is achieved
by diversifying the portfolio through investment in:
— 75 to 125 companies;
— a minimum of 6 countries; and
— a minimum of 15 industries.
On acquisition, no holding shall exceed 5% of total assets and
no more than 15% of the Company’s total assets will be invested
in other listed investment companies. No more than 10% of the
Company’s total assets will be invested in other pooled vehicles,
such as open ended funds.
Strategic Report
Business Review
Unlisted investments may be held. On acquisition of any unlisted
investment, the Company’s aggregate holding in unlisted
investments shall not exceed 25% of total assets. From time to
time, fixed interest holdings or non equity investments, may be
held on an opportunistic basis.
Derivative instruments are not normally used but, in certain
circumstances and with the prior approval of the Board, their use
may be considered either as a hedge or to exploit an investment
opportunity.
The Company recognises the long term advantages of gearing
and would seek to have a maximum gearing level of 30% of
shareholders’ funds in the absence of exceptional market
conditions.
Borrowings are invested when it is considered that investment
grounds merit the Company taking a geared position. Gearing
levels, and the extent of gearing, are discussed by the Board
and Managers at every Board Meeting.
Culture and Values
In the context of an externally managed investment company
with no employees, culture and values are expressed by the
Company’s Directors and the service providers with whom
shareholders and other stakeholders interact, and through the
relationships between the Board and those service providers,
including the Managers. As noted in more detail in the section
172 statement on pages 11 and 12 the Board seeks to engage
with its Managers and other service providers in a collaborative
and collegiate manner, to provide clear and timely communication
to the market and shareholders and to maintain the highest
standards of business conduct.
Performance
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
achieving its objectives.
Key Performance Indicators
The key performance indicators (‘KPIs’) used to measure the
progress and performance of the Company over time are
established industry measures and are as follows:
— the movement in net asset value per ordinary share
(after deducting borrowings at fair value);
— the movement in the share price;
— the movement of the net asset value and share price
compared to the comparative index;
— the premium/discount of the share price to the net asset
value per share; and
— the ongoing charges.
An explanation of these measures can be found in the Glossary of
Terms and Alternative Performance Measures on pages 76 and 77.
The one, five and ten year records of the KPIs are shown on
pages 5, 6 and 7, respectively.
Edinburgh Worldwide Investment Trust plc 09
Borrowings
At 31 October 2022 and 31 October 2021 the Company had a
five year £100 million multi-currency revolving credit facility with
The Royal Bank of Scotland International Limited with an expiry
date of 9 June 2026, a five year £25 million multi-currency revolving
credit facility with National Australia Bank Limited with an expiry
date of 29 June 2023 and a five year £36 million multi-currency
revolving credit facility with National Australia Bank Limited with
an expiry date of 30 September 2024. At 31 October 2022 the
drawings were £27,720,000, US$77,150,000 and €10,600,000
under the £100 million multi-currency revolving credit facility.
At 31 October 2021 the drawings were £21,300,000,
US$53,150,000 and €7,200,000 under the £100 million multi-
currency revolving credit facility. There were no drawings under
the £25 million or £36 million multi-currency revolving credit
facilities at 31 October 2022 or 31 October 2021 (see note 10
on page 60 for the sterling equivalent at each year end).
Principal and Emerging Risks
As explained on page 35 there is an ongoing process for
identifying, evaluating and managing the risks faced by the
Company on a regular basis. The Directors have carried out a
robust assessment of the principal and emerging risks facing the
Company, including those that would threaten its business model,
future performance, regulatory compliance, solvency or liquidity.
There have been no significant changes to the principal risks
during the year other than to recognise climate and governance
risk and cyber security risk having moved from emerging to
principal risks. A description of these risks and how they are
being managed or mitigated is set out below.
The Board considers the ongoing Covid-19 pandemic implications
and geopolitical tensions, such as those arising from the Russian
invasion of Ukraine, tensions between the USA and China
regarding tariffs and the impact of Brexit to be factors which
exacerbate existing risks, rather than discrete risks, within the
context of an investment trust. Their impact is considered within
the relevant risks.
Financial Risk – the Company’s assets consist mainly of listed
securities and its principal and emerging financial risks are
therefore market related and include market risk (comprising
currency risk, interest rate risk and other price risk), liquidity risk
and credit risk. An explanation of those risks and how they are
managed is contained in note 17 to the Financial Statements on
pages 62 to 68. The Board has, in particular, considered the impact
of heightened market volatility since the Covid-19 pandemic and
over recent months due to macroeconomic and geopolitical
concerns. As oversight of this risk, the Board considers at
each meeting various metrics including the composition and
diversification of the portfolio by geographies, sectors and
capitalisation along with sales and purchases of investments.
Individual investments are discussed with the portfolio manager
together with general views on the various investment markets
and sectors. A strategy meeting is held annually.
Investment Strategy Risk – pursuing an investment strategy to
fulfil the Company’s objective which the market perceives to be
unattractive or inappropriate, or the ineffective implementation of
an attractive or appropriate strategy, may lead to reduced returns
for shareholders and, as a result, a decreased demand for the
Company’s shares. This may lead to the Company’s shares trading
at a widening discount to their net asset value. To mitigate this
risk, the Board regularly reviews and monitors the Company’s
objective and investment policy and strategy, the investment
portfolio and its absolute and relative performance, the level of
discount/premium to net asset value at which the shares trade and
movements in the share register and raises any matters of
concern with the Managers.
Climate and Governance Risk – perceived problems on
environmental, social and governance (‘ESG’) matters in an investee
company could lead to that company’s shares being less attractive
to investors, adversely affecting its share price. In addition to
potential valuation issues arising from any direct impact of the
failure to address the ESG weakness on the operations or
management of the investee company (for example in the event
of an industrial accident or spillage). Repeated failure by the
Managers to identify ESG weaknesses in investee companies
could lead to the Company’s own shares being less attractive to
investors, adversely affecting its own share price. This is mitigated
by the Managers’ strong ESG stewardship and engagement
policies which are integrated into the investment process and
which are discussed regularly by the Board with the Managers.
Further details of the Managers’ approach are set out on page 36
and also on the Managers’ website, bailliegifford.com
Discount Risk – the discount/premium at which the Company’s
shares trade relative to its net asset value can change. The risk of
a widening discount is that it may undermine investor confidence
in the Company. The Board monitors the level of discount/premium
at which the shares trade and the Company has authority to buy
back its existing shares or issue shares (including authority to sell
shares held in treasury), when deemed by the Board to be in the
best interests of the Company and its shareholders.
Regulatory Risk – failure to comply with applicable legal and
regulatory requirements such as the tax rules for investment trust
companies, the FCA Listing Rules and the Companies Act could
lead to suspension of the Company’s Stock Exchange listing,
financial penalties, a qualified audit report or the Company being
subject to tax on capital gains. To mitigate this risk, Baillie Gifford’s
Business Risk, Internal Audit and Compliance Departments
provide regular reports to the Audit and Management
Engagement Committee on Baillie Gifford’s monitoring programmes.
Major regulatory change could impose disproportionate
compliance burdens on the Company. In such circumstances
representation is made to ensure that the special circumstances
of investment trusts are recognised. Shareholder documents
and announcements, including the Company’s published Interim
and Annual Report and Financial Statements, are subject to
stringent review processes, and procedures are in place to
ensure adherence to the Transparency Directive and the
Market Abuse Directive with reference to inside information.
Strategic Report
10 Annual Report 2022
Custody and Depositary Risk – safe custody of the Company’s
assets may be compromised through control failures by the
Depositary, including breaches of cyber security. To monitor
potential risk, the Audit and Management Engagement Committee
receives six monthly reports from the Depositary confirming safe
custody of the Company’s assets held by the Custodian. Cash and
portfolio holdings are independently reconciled to the Custodian’s
records by the Managers who also agree uncertificated unlisted
portfolio holdings to confirmations from investee companies.
In addition, the existence of assets is subject to annual external
audit and the Custodian’s assured internal controls reports are
reviewed by Baillie Gifford’s Business Risk Department and a
summary of the key points is reported to the Audit and Management
Engagement Committee and any concerns investigated.
Small Company Risk – the Company has investments in smaller,
immature companies which are generally considered higher risk
as changes in their share prices may be greater and the shares
may be harder to sell. Smaller, immature companies may do less
well in periods of unfavourable economic conditions. To mitigate
this risk, the Board reviews the investment portfolio at each meeting
and discusses the merits and characteristics of individual investments
with the Managers. A spread of risk is achieved by holding stocks
classified across at least fifteen industries and six countries.
Private Company (Unlisted) Investments Risk – the Company’s
risk is increased by its investment in private company securities.
These investments may be more difficult to buy or sell, assessment
of their value is more subjective than for investments listed on a
recognised stock exchange and their valuations may be perceived
to be more volatile or out of date. To mitigate this risk, the Board
considers the private company securities in the context of the
overall investment strategy and provides guidance to the
Managers on the maximum exposure to unlisted investments.
Valuations of private companies are carried out on a frequent
basis by the manager and updated regularly for identified changes
in operational developments or recent transactions in shares.
The Board reviews the valuations in detail which are carried out
by a third-party valuation specialist, subject to the Managers’
private company valuation specialist input and is also subject
to external audit scrutiny annually.
Operational Risk – failure of Baillie Gifford’s systems or those
of other third party service providers could lead to an inability to
provide accurate reporting and monitoring or a misappropriation
of assets. To mitigate this risk, Baillie Gifford has a comprehensive
business continuity plan which facilitates continued operation
of the business in the event of a service disruption (including
any disruption resulting from the Covid-19 pandemic) or major
disaster. The Audit and Management Engagement Committee
reviews Baillie Gifford’s Report on Internal Controls and the reports
by other key third party providers are reviewed by Baillie Gifford on
behalf of the Board and a summary of the key points is reported to
the Audit and Management Engagement Committee and any
concerns investigated. The other key third party service providers
have not experienced significant operational difficulties affecting their
respective services to the Company.
Strategic Report
Leverage Risk – the Company may borrow money for investment
purposes. If the investments fall in value, any borrowings will
magnify the impact of this loss. If borrowing facilities are not
renewed, the Company may have to sell investments to repay
borrowings. To mitigate this risk, all borrowings require the prior
approval of the Board and leverage levels are discussed by the
Board and Managers at every meeting. Covenant levels are
monitored regularly. Details of the Company’s current borrowing
facilities and drawings can be found in note 10 on page 60. The
majority of the Company’s investments are in quoted securities
that are readily realisable. Further information on leverage can
be found in note 19 on page 68 and the Glossary of Terms and
Alternative Performance Measures on pages 76 and 77.
Political and Associated Economic Risk – the Board is of the
view that political change in areas in which the Company invests
or may invest may have practical consequences for the Company.
Political developments are closely monitored and considered by
the Board for example in respect of tensions between the USA
and China regarding tariffs and unrest in Hong Kong and
repercussions from the Russian invasion of Ukraine. It monitors
portfolio diversification by investee companies’ primary location
and considers the potential for negative impacts arising from
military action, trade barriers or other political factors. Following
the departure of the UK from the European Union, and the
subsequent trade agreement between the UK and European
Union, the Board continues to assess the potential consequences
for the Company’s future activities including those that may arise
from further constitutional change. The Board believes that the
Company’s global portfolio, with only a moderate exposure to the
United Kingdom, positions the Company to be suitably insulated
from Brexit-related risk.
Cyber Security Risk – a cyber-attack on Baillie Gifford’s network
or that of a third party service provider could impact the confidentiality,
integrity or availability of data and systems. To mitigate this risk,
the Audit and Management Engagement Committee reviews
Reports on Internal Controls published by Baillie Gifford and
other third party service providers. Baillie Gifford’s Business Risk
Department report to the Audit and Management Engagement
Committee on the effectiveness of information security controls
in place at Baillie Gifford and its business continuity framework.
Cyber security due diligence is performed by Baillie Gifford on
third party service providers which includes a review of crisis
management and business continuity frameworks.
Emerging Risks – as explained on page 35 the Board has regular
discussions on principal risks and uncertainties, including any
risks which are not an immediate threat but could arise in the
longer term.
Edinburgh Worldwide Investment Trust plc 11
Viability Statement
In accordance with provision 31 of the UK Corporate Governance
Code, that the Directors assess the prospects of the Company
over a defined period, the Directors have elected to do so over a
period of five years. The Directors continue to believe this period
to be appropriate as it is reflective of the longer term investment
strategy of the Company, and to be a period during which, in the
absence of any adverse change to the regulatory environment
and to the favourable tax treatment afforded to UK investment
trusts, they do not expect there to be any significant change
to the current principal risks facing the Company nor to the
adequacy of the mitigating controls in place. Furthermore, the
Directors do not reasonably envisage any change in strategy or
objectives or any events that would prevent the Company from
continuing to operate over that period.
In considering the viability of the Company, the Directors have
conducted a robust assessment of each of the Company’s
principal and emerging risks and uncertainties as detailed on
pages 9 and 10 and in particular the impact of market risk where
a significant fall in the global equity markets would adversely impact
the value of the Company’s investment portfolio. The Directors
have also considered the Company’s leverage and liquidity in the
context of the unsecured multi-currency revolving credit facilities
which are due to expire in June 2023, September 2024 and June
2026, the income and expenditure projections and the fact that
the Company’s investments comprise mainly readily realisable
quoted equity securities which can be sold to meet funding
requirements if necessary. Specific leverage and liquidity stress
testing was conducted during the year, including consideration of
the risk of further market deterioration resulting from the Covid-19
pandemic and increasing geopolitical tensions. The stress testing
did not indicate any matters of concern. The Company’s primary
third party suppliers, including its Managers and Secretaries,
Custodian and Depositary, Registrar, Auditor and Broker, are not
experiencing significant operational difficulties affecting their
respective services to the Company. In addition, as substantially
all of the essential services required by the Company are
outsourced to third party service providers, this allows key service
providers to be replaced at relatively short notice where necessary.
Based on the Company’s processes for monitoring operating
costs, share price discount/premium, the Managers’ compliance
with the investment objective, asset allocation, the portfolio risk
profile, leverage, counterparty exposure, liquidity risk and financial
controls, the Directors have concluded that there is a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the next five years as a
minimum.
Promoting the Success of the Company
(Section 172 Statement)
Under section 172 of the Companies Act 2006, the directors of a
company must act in the way they consider, in good faith, would
be most likely to promote the success of the company for the
benefit of its members as a whole, and in doing so have regard
(amongst other matters and to the extent applicable) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company’s employees;
(c) the need to foster the company’s business relationships with
suppliers, customers and others;
(d) the impact of the company’s operations on the community
and the environment;
(e) the desirability of the company maintaining a reputation for
high standards of business conduct; and
(f) the need to act fairly as between members of the company.
In this context, having regard to Edinburgh Worldwide being an
externally managed investment company with no employees,
the Board considers the Company’s key stakeholders to be:
its existing and potential shareholders; its externally-appointed
Manager (Baillie Gifford); other professional service providers
(corporate broker, registrar, auditor and depositary); lenders;
wider society and the environment where applicable.
The Board considers that the interests of the Company’s key
stakeholders are aligned, in terms of wishing to see the Company
deliver sustainable long-term growth, in line with the Company’s
stated objective and strategy, and meet the highest standards of
legal, regulatory, and commercial conduct, with the differences
between stakeholders being merely a matter of emphasis on
those elements. The Board’s methods for assessing the Company’s
progress in the context of its stakeholders’ interests are set out
below.
The Board places great importance on communication with
shareholders. The Annual General Meeting provides the key forum
for the Board and Managers to present to shareholders on the
Company’s performance, future plans and prospects. Under
normal circumstances it also allows shareholders the opportunity
to meet with the Board and Managers and raise questions and
concerns. Whilst the 2022 Annual General Meeting was closed,
in accordance with government Covid-19 guidelines, shareholder
questions were invited and responded to by email, and a
Managers’ presentation was published on the Company’s page
of the Managers’ website, in order to maintain shareholder
communication despite the restrictions on physical gatherings.
The Chairman is available to meet with shareholders as
appropriate independently of the Managers. The Managers
communicate regularly with current and potential shareholders
and their representatives, reporting their views back to the Board.
Directors can also attend investor presentations, in order to gauge
sentiment first hand. Investors may also communicate with members
of the Board at any time by writing to them at the Company’s
registered office or to the Company’s broker. These communication
opportunities help inform the Board when considering how best
to promote the success of the Company for the benefit of all
stakeholders over the long term.
Strategic Report
12 Annual Report 2022
The Board seeks to engage with its Managers and other service
providers in a collaborative and collegiate manner, encouraging
open and constructive discussion and debate, whilst also
ensuring that appropriate and regular challenge is brought and
evaluation conducted. This approach aims to enhance service
levels and strengthen relationships with the Company’s providers,
with a view to ensuring the interests of the Company are best
served by keeping cost levels proportionate and competitive,
and by maintaining the highest standards of business conduct.
Whilst the Company’s operations are limited, as third-party service
providers conduct all substantive operations, the Board is aware
of the need to consider the impact of the Company’s investment
strategy and policy on wider society and the environment.
The Board considers that its oversight of environmental, social
and governance (‘ESG’) matters is an important part of its
responsibility to all stakeholders and that consideration of ESG
factors sits naturally with the Managers’ longstanding aim of
providing a sustainable basis for adding value for shareholders.
The Board recognises the importance of keeping the interests of
the Company and its stakeholders, in aggregate, and of acting
fairly between them, firmly front of mind in its key decision making.
The Company Secretaries are at all times available to the Board to
ensure that suitable consideration is given to the range of factors
to which the Directors should have regard. In addition to ensuring
that the Company’s stated investment objective was being pursued,
key decisions and actions during the year which required the
Directors to have regard to applicable Section 172 factors
included:
— as part of ongoing Board succession and refreshment,
the appointment and induction of Ms Jane McCracken and
Dr Mary Gunn with effective appointment dates of 1 November
2022 and 1 March 2023 respectively (see page 34). These
appointments are consistent with the AIC Corporate
Governance Code principle that ‘a successful company is
led by an effective board, whose role is to promote the
long-term sustainable success of the company, generating
value for shareholders and contributing to wider society’;
— the raising of over £1.7 million from new share issuance,
at a premium to net asset value, in order to satisfy investor
demand over the year, which also serves the interests of
current shareholders by reducing costs per share and helping
to further improve liquidity; and
— the buying back of over 13.4 million of the Company’s own
shares into treasury at a discount to net asset value, for
subsequent reissue, in order to ensure the Company’s
shareholders found liquidity for their shares when natural
market demand was insufficient, and on terms that enhance
net asset value for remaining shareholders.
Strategic Report
Employees, Human Rights and Community Issues
The Board recognises the requirement to provide information
about employees, human rights and community issues. As the
Company has no employees, all its Directors are non-executive
and all its functions are outsourced, there are no disclosures to
be made in respect of employees, human rights and community
issues.
Gender Representation
At 31 October 2022, the Board comprised six Directors, four male
and two female. On 1 November 2022, Ms JK McCracken was
appointed to the Board, bringing the composition to four male
and three female members. The Company has no employees.
The Board’s policy on diversity is set out on page 34.
Environmental, Social and Governance Policy
Details of the Company’s policy on socially responsible investment
can be found under Corporate Governance and Stewardship on
page 36.
The Company considers that it does not fall within the scope of
the Modern Slavery Act 2015 (‘the Act’) and it is not, therefore,
obliged to make a slavery and human trafficking statement. In any
event, the Company considers its supply chains to be of low risk
as its suppliers are typically professional advisers. A statement by
the Managers under the Act has been published on the
Managers’ website at bailliegifford.com.
Edinburgh Worldwide Investment Trust plc 13
Strategic Report
Managers’ Review
Investing involves both respecting those things that are constants
and navigating the many variables. To the mathematically
orientated this might suggest it can be distilled down to a simple
equation with neat outputs and defined probabilities. But the
repeating pattern of investment return over any sensible time
period is that such an algebraic approach is a fallacy – the path
of equity markets over the past ten years is testament to this.
The global Covid pandemic and conflict in Europe are recent
arrivals into the mix of variables that investors have had to
navigate, and they have complicated the landscape considerably.
Their unpredictable nature brings with them a host of second
order variables straddling supply chain and labour force
challenges through to an emerging tussle for a new world order.
A decade of low interest rates was mistaken by many as a
quasi-constant that has now returned as a dynamic variable as
central banks wrestle with high inflation.
The temptation is often to view the individual challenges
discussed above as isolated discrete events, but we think there
is an underlying connection. Not in a conspiratorial sense but
one which highlights that instability in a system tends to create
instability elsewhere with rippling out effects.
This instability will ultimately pass but it is sculpting a new
investment backdrop, one where capital is less freely available,
the hurdle rate for returns is higher and the tolerance of
uncertainty is lower. As discussed in the Interim Report, this
adjustment phase is shortening the time horizon of many
investors and lulling them into a mindset where the near-term
resiliency of what they invest in is viewed with higher priority
than its long-term relevance.
For an investment strategy such as that pursued by Edinburgh
Worldwide, this adjustment in the backdrop has been painful.
We are unashamedly long-term growth focused investors; we
respect resilience in our holdings but what excites us is their
relevance and long-term impact. By pointing our analytical focus
lower down the market capitalisation spectrum, we seek to
identify high potential growth businesses when they are early in
their lifecycle and benefit from the compounding of long-term
growth off a low base. Past investments in businesses such as
Tesla and Dexcom clearly illustrate the potential returns available
through such an approach.
We pursue a growth focus as we believe it aligns with the
overarching constant in equity investing of long-term progress
being driven by innovation and adoption of technology. While the
mix of technologies is always evolving and compounding, it is
underwritten by another non-numerical constant, that of human
ingenuity and the ability to innovate solutions to problems.
The whims of a stock market can come and go but the legacy of
innovation remains and is all around us. We think the fundamental
opportunity for innovation and tech-led progress are as strong as
we have seen. Across numerous frontiers we see entrepreneurs
and innovative companies building solutions that we think will
transform what society can expect. These frontiers span a
seismic shift in what we can anticipate in diverse areas such as
healthcare, communications, computing and how businesses
function. While many of these advances are likely to appear in
a five to ten year time frame, we are equally excited about the
possibilities that sit beyond this.
Although our enthusiasm for what the future offers is undiminished,
the share price performance of many of the holdings in the
portfolio has been sharply impacted by the changing backdrop
discussed above. For many of the companies held, this feels a
largely mechanical based valuation reset as interest rates have
risen and consequently their future cashflows are deemed to be
worth less. More recently, this has been exacerbated as stock
markets have begun to price in lower economic growth
assumptions.
Our bottom-up, growth-orientated investment style will always
leave us at the mercy of fear-driven market sell offs. Simply put,
the current areas of angst (volatility in interest rates and economic
cyclicality) are not inputs that we think carry much insight when
performing long term analysis on a company. Our analysis skews
heavily to understanding how the operations of a business might
perform over the 10+ year timeframe. For most businesses, and
especially younger/smaller ones, that path will be most heavily
influenced by both the decision that a company takes and how
its industry evolves. We don’t seek to duck the topic of valuation,
far from it. Rather, we seek to project where a business might get
to and what it might be worth at that point. The real unlock in
achieving that is not the immediate finessing of complex valuation
spreadsheets but it’s the passage of time and the delivery of
real tangible progress by the companies themselves. In a stock
market that is increasingly impatient, we think the rewards to
the brave and patient look increasingly attractive.
The decade long era of abundant and overly cheap capital has
run its course. The premium placed on stable long-term capital
will be higher. As the pendulum of power is shifting from the users
of capital towards the providers of capital, we think the relevance
of Edinburgh Worldwide’s structure and philosophy will, once
again, come to the fore. A transition period is just that.
With the technology-led opportunity plentiful, yet the supply of
capital restricted, we see greater opportunity for our analysis to
actively focus on companies that are in a capital consumptive
phase of growth.
Portfolio Update
With international travel now largely restored, we have embraced
the opportunity to check-in in person with many of the holdings
and further develop new ideas that intrigue us. Video conferencing
aided hugely in the pandemic environment but it skewed
management interactions towards a transactional exchange of
information. By meeting companies on their own turf, the narrative
brings more colour to aspects of long-term strategy, opportunity
and threats. These conversations have emboldened our belief
that many of the businesses held are in a unique position to
radically transform their industries.
The backdrop of instability discussed earlier is widely expected
to lead to a near term recessionary environment and a muted
outlook for economic growth in the medium term. No equity
portfolio can claim to be devoid of economic cyclicality, but our
impression is that the portfolio’s exposure to highly discretionary
consumer or business spending is modest. Moreover, we believe
that it’s the structural drivers of market adoption and disruption
14 Annual Report 2022
Strategic Report
which are usually the most significant determinants of a holding’s
growth trajectory. The biggest determinants here will be how a
company’s product/service offering stacks up against alternatives
and consequently we aspire for our holdings to rank well on a
‘better and cheaper’ axis.
Many of the holdings have posted negative returns over the past
year but the most acute impact of this on performance came from
some of the portfolio’s larger positions in companies such as
Ocado, Codexis and Upwork. These companies are active in very
different business activities, but they do share a commonality of
being early enthusiasts of rewiring their respective industries
alongside having a degree of discretionary spend attached to
how their products/services are used. We see undiminished
potential for these companies and have been content with how
they continue to navigate a challenging environment. In the case
of Ocado, we also note that, following Edinburgh Worldwide’s
year end, it has announced a sizable partnership with the leading
grocery chain in South Korea indicating that forward-thinking
grocers are still very much looking to a more automated future.
For a small minority of holdings such as Teladoc and Wayfair,
the scars of the pandemic are still to properly heal. But for others,
such as Chegg and Zillow, we are pleased to see some of the
distortions to business washing through.
Progress in some of our most innovative healthcare companies
has been robust and clearly indicates how removed underlying
business progress can be from the market’s current angst.
The long standing holding Alnylam Pharmaceutical, the leading
gene silencing company, had a successful readout on its high-
profile phase 3 clinical trial in TTR-mediated cardiomyopathy.
While the RNAi drug in this trial is the same as Alnylam
Pharmaceutical’s existing approved drug for polyneuropathy,
the opportunity is greater in the cardiac setting given a larger
and sicker patient population. Stepping back from the detail,
this progress reflects Alnylam’s ongoing move from rare inherited
diseases into much bigger aspects of chronic medical need.
In this regard, we look forward to upcoming clinical trial data in
disease areas such as Alzheimer’s, Fatty Liver disease, Diabetes
and Hypertension.
Other notable contributors throughout the year included
ShockWave Medical, where adoption of its calcium cracking
technology in arterial plaque removal has been very strong, and
Genmab, where its lead drug Daratumumab for Multiple Myeloma
is migrating towards a hoped for standard of care and as
excitement grows around the company’s novel antibody pipeline.
The private market has continued to be a source of promising
opportunities, and Edinburgh Worldwide’s private company
holdings have been making steady progress despite the volatility
in financial markets. SpaceX has been pivotal in keeping Ukraine’s
population online this last year and is now on the cusp of
launching the most powerful rocket in history. Growing interest
in radiopharmaceuticals and nuclear power has increased the
relevance of SHINE Technologies’ manufacturing solutions.
Relativity Space recently unveiled a transformational 3D printer,
capable of horizontally printing huge metal objects up to 120
feet long and 24 feet wide.
Fiverr
We reported on six new holdings in the Interim Report to the end
of April 2022 and we detail below a further six names (five listed
businesses and one private) purchased over the subsequent six
months, funded in part through the use of bank borrowings.
Beam Therapeutics is a biotechnology company focused on
precision genetic medicine, specifically the correction of harmful
inherited mutations. Through pioneering the use of a heavily
adapted form of the CrispR DNA editing system, Beam can
precisely and reproducibly switch an individual targeted base
in a genome. With around 60% of genes associated with disease
being related to a single base pair change there is ample scope
to take this system into the clinic. Moreover, the use of this
technology in a genetic ‘optimise’ versus ‘fix’ manner could take
it into areas where other editing technologies would struggle.
Fiverr is an Israeli-based freelancing platform. We are intrigued by
the company’s efforts to convert knowledge-based work into
packages that are easy for companies to purchase. This is known
as ‘service as a product’. In this way, Fiverr is offering companies
access to globally outsourced task-based solutions and provides
an avenue for a global talent pool to seamlessly access work.
As the world of knowledge work transforms through digital
access and deliverance, we believe Fiverr’s platform will have a
secular appeal, particularly to SMEs, and as a result drive revenue
growth in what is an eminently scalable business model.
Twist Biosciences is a leading provider of synthetic DNA for a
variety of uses in research, medical and industrial applications.
The DNA ‘writing’ market is at a much earlier stage than the DNA
sequencing market, but Twist has built an enviable position as the
provider of choice. Through emphasising efficiency and parallel
production, Twist has built an offering with market leading price
points and rapid-turnaround times. While Twist primarily operates
as a supplier of DNA-derived reagents to its customers, we are
intrigued by the company’s efforts to move into more value-added
end applications. Albeit early, the recent moves into generating
optimised antibodies for bio-pharma industry are an interesting
example of such activity.
Edinburgh Worldwide Investment Trust plc 15
Strategic Report
Doximity is a US software company that produces tools for
doctors to improve their medical awareness, streamline workflow
and increase productivity. Doximity has created free-to-use
products within a social network of doctors that allows them to
communicate better with patients and colleagues and to access
information more efficiently. This is monetised by selling hyper-
targeted, unobtrusive advertising to pharmaceutical companies.
The pharmaceutical industry spends only c.20% of marketing
budgets on digital, compared to c.80% for Fortune 100
companies. The inefficiencies of the current in-person sales reps
present a remarkable opportunity to disrupt the pharma marketing
model whilst also improving access to the best drugs for patients.
With a user base consisting of c.80% of all US Doctors and
c.90% of US Medical students, we feel Doximity is well positioned
to become the dominant player in the space and its critical mass
offers additional routes for monetisation.
Echodyne is a private US company that uses metamaterial
technology to produce high-performance radar systems at
affordable price points. This is a disruptive proposition for the
sensing market, making it practical to employ more advanced
capabilities in a range of existing and new defence, security
and autonomous machine applications. The company has early
demand from leading US organisations and is set to expand
its reach and product set further.
Twist Biosciences
TransMedics is a medical technology company which has
developed and sells a proprietary system which is used in the
transportation of donated organs from donors to recipients.
The system mimics the conditions of the human body and
perfuses the donated organs with nutrient rich oxygenated blood,
minimising damage due to oxygen deprivation. This substantially
reduces the waste associated with the current standard ‘cold-
box’ approach to transportation. What intrigues us even more is
the potential of the technology to unlock the use of organs after
circulatory death, which would meaningfully increase the supply
of organs available for transplant. At present the company has a
regulatory approval for its system for lung, liver and heart.
We exited 15 positions over the year, the most notable of which
were Tesla, Seek and iRobot (the complete sale of Galapagos
was completed shortly after the period end). In selling Tesla
we have closed out one of the most successful investments
in the portfolio. We remain fans of the business and the broader
adoption of electric vehicles. Our concerns were related to how
much of the growth, market share gains and superior margin
potential were reflected in the Tesla share price. With numerous
holdings elsewhere in the portfolio which we felt were earlier in
their lifecycle and with greater valuation upside, we sought to
recycle capital.
16 Annual Report 2022
We aim to hold our private company investments at ‘fair value’,
i.e. the price that would be paid in an open-market transaction.
Valuations are adjusted both during regular valuation cycles and
on an ad hoc basis in response to ‘trigger events’. Our valuation
process ensures that private companies are valued in both a fair
and timely manner.
The valuation process is overseen by a valuations committee at
Baillie Gifford which takes advice from an independent third party
(S&P Global). The valuations committee is independent from the
portfolio managers as well as Baillie Gifford’s Private Companies
Specialist team, with all voting members being from different
operational areas of the firm, and the portfolio managers only
receive final valuation notifications once they have been applied.
We revalue the private holdings on a three-month rolling cycle,
with one-third of the holdings reassessed each month. For
Edinburgh Worldwide, and our investment trusts, the prices are
also reviewed twice per year by the respective boards and are
subject to the scrutiny of external auditors in the annual audit
process.
Recent market volatility has meant that recent pricing has moved
much more frequently than would have been the case with the
quarterly valuations cycle.
Beyond the regular cycle, the valuations committee also monitors
the portfolio for certain ‘trigger events’.These may include changes
in fundamentals, a takeover approach, an intention to carry out an
Initial Public Offering (‘IPO’), company news which is identified by
the valuation team or by the portfolio managers, or changes to the
valuation of comparable public companies.
The valuations committee also monitors relevant market indices
on a weekly basis and update valuations in a manner consistent
with our external valuer’s (S&P Global) most recent valuation
report where appropriate. When market volatility is particularly
pronounced the team undertakes these checks daily. Any ad hoc
change to the fair valuation of any holding is implemented swiftly
and reflected in the next published net asset value. There is no
delay.
Valuing Private Companies
Edinburgh Worldwide Investment Trust*
Instruments valued 24
Revaluations performed 124
Percentage of portfolio revalued 4+ times 87.5%
Percentage of portfolio revalued 6+ times 37.5%
* Data reflecting period 1 November 2021 to 31 October 2022 to align with the
Company’s reporting period end.
Year to date, most revaluations have been decreases. The average
movement in both valuation and share price for those which have
decreased in value is shown below.
Average
movement
in investee
company
valuation
Average
movement
in investee
company
share price
Instruments valued* (26.5%) (35.4%)
* Data reflecting period 1 November 2021 to 31 October 2022 to align with the
Company’s reporting period end.
Share prices have decreased more than headline valuations,
because Edinburgh Worldwide typically holds preference stock,
which provides some downside protection.
Four companies have raised capital at an increased valuation
reflecting exceptional performance.
The share price movement reflects a probability-weighted average
of both the regular valuation, which would be realised in an IPO,
and the downside protected valuation, which would normally be
triggered in the event of a corporate sale or liquidation.
The following chart quantifies the movements over the year
influencing the fair value of the private company investments
at 31 October 2022.
Strategic Report
050 150100
Value of private company investments
as at 31 October 2021
New purchases in the period
Investment revaluation gains in the period*
Investment revaluation losses in the period
IPO’s in the period
Additions to existing holdings in the period
Value of private company investments
as at 31 October 2022
75 125 17525-20 200
£ million
*An upward revaluation of £24.8 million for SpaceX accounted for much of the positive
revaluation gain shown above
Edinburgh Worldwide Investment Trust plc 17
Most small businesses are destined to stay small given their limited
scope for both structural growth and meaningful differentiation.
Such businesses constitute the bulk of the smaller companies’
universe yet are of no appeal to us. However, what is intriguing
about the smaller companies’ universe is that it contains a subset
of immature but potentially high growth companies. By identifying
attractive growth companies earlier we seek to benefit from growth
at an earlier stage in a company’s lifecycle and retain ownership of
successful companies as they grow and thrive; we see our role as
investing in what are potentially the larger companies of the future
as opposed to the smaller companies of today.
Investment Philosophy
We are looking to concentrate on the part of the market where
we believe our analytical effort and the pursuit of genuinely
transformational growth can be better exploited. The focus at time
of initial investment is on younger, more immature companies that
are global and exhibiting strong growth.
It is important to remember that big successful ideas typically start
out as small, tentative and unproven. Early iterations are easy to
dismiss as unworkable but experimentation with, and evolution of,
an initially raw concept can, over time, yield huge commercial
relevance. Our philosophy involves weighing up what is proven
and tangible alongside what has promise and long term potential.
Integral to this approach is recognising the role of innovation in
business development; it provides the fuel for business creation,
growth and long term competitive differentiation. Consequently,
identifying companies that value innovation, having both a cultural
acceptance of it and a means to develop commercial opportunities
around it, is fundamental to our investment approach.
Growth companies, especially those which are young and hard
to model, are difficult businesses to value. The wide range of
potential outcomes and profitability that is heavily skewed to
future years is a combination of uncertainties that many investors
struggle with. We do not have all the answers but by approaching
the challenge with a genuine long term perspective, accepting
a degree of uncertainty, backing robust innovation and
entrepreneurial management, we believe we are well positioned
to identify the smaller businesses most likely to shape the world
in which we live. As technological advancements encroach into
an increasing pool of opportunity, the rate and extent of growth
that a small business can achieve, in a relatively short period of
time, is almost unrecognisable to that of a few years ago.
Innovative smaller businesses that are unburdened by the legacy
of historic business practices, or those willing to adapt to change,
are best positioned to harness this opportunity.
Strategic Report
18 Annual Report 2022
Prioritisation of Long-Term Value Creation
We encourage our holdings to be ambitious and focus their
investments on long-term value creation. We understand that
it is easy to be influenced by short-sighted demands for profit
maximisation but believe these often lead to sub-optimal long-term
outcomes. We regard it as our responsibility to steer holdings
away from destructive financial engineering towards activities that
create genuine economic and stakeholder value over the long run.
We are happy that our value will often be in supporting
management when others don’t.
A Constructive and Purposeful Board
We believe that boards play a key role in supporting corporate
success and representing the interests of all capital providers.
There is no fixed formula, but it is our expectation that boards
have the resources, information, cognitive and experiential
diversity they need to fulfil these responsibilities. We believe that
good governance works best when there are diverse skillsets
and perspectives, paired with an inclusive culture and strong
independent representation able to assist, advise and
constructively challenge the thinking of management.
Long-Term Focused Remuneration
with Stretching Targets
We look for remuneration policies that are simple, transparent and
reward superior strategic and operational endeavour. We believe
incentive schemes can be important in driving behaviour, and we
encourage policies which create genuine long-term alignment
with external capital providers. We are accepting of significant
payouts to executives if these are commensurate with outstanding
long-run value creation, but plans should not reward mediocre
outcomes. We think that performance hurdles should be skewed
towards long-term results and that remuneration plans should be
subject to shareholder approval.
Baillie Gifford Statement on Stewardship
Our Stewardship Principles
Fair Treatment of Stakeholders
We believe it is in the long-term interests of all enterprises to
maintain strong relationships with all stakeholders – employees,
customers, suppliers, regulators and the communities they exist
within. We do not believe in one-size-fits-all policies and recognise
that operating policies, governance and ownership structures may
need to vary according to circumstance. Nonetheless, we believe
the principles of fairness, transparency and respect should be
prioritised at all times.
Sustainable Business Practices
We believe an entity’s long-term success is dependent on
maintaining its social licence to operate and look for holdings
to work within the spirit and not just the letter of the laws and
regulations that govern them. We expect all holdings to consider
how their actions impact society, both directly and indirectly, and
encourage the development of thoughtful environmental practices
and ‘net-zero’ aligned climate strategies as a matter of priority.
Climate change, environmental impact, social inclusion, tax and
fair treatment of employees should be addressed at board level,
with appropriately stretching policies and targets focused on the
relevant material dimensions. Boards and senior management
should understand, regularly review and disclose information
relevant to such targets publicly, alongside plans for ongoing
improvement.
Baillie Gifford’s over-arching ethos is that we are ‘actual’ investors. We have a responsibility to behave as supportive and constructively
engaged long-term investors. We invest in companies at different stages in their evolution, across vastly different industries and
geographies and we celebrate their uniqueness. Consequently, we are wary of prescriptive policies and rules, believing that these often
run counter to thoughtful and beneficial corporate stewardship. Our approach favours a small number of simple principles which help
shape our interactions with companies.
Strategic Report
Edinburgh Worldwide Investment Trust plc 19
Strategic Report
By engaging with companies, we seek to build constructive relationships with them, to better inform our investment activities and, where
necessary, effect change within our holdings, ultimately with the goal of achieving better returns for our shareholders. The two examples
below demonstrate our stewardship approach through constructive, ongoing engagement.
Axon
We engaged with CEO Rick Smith and CFO Jawad Ahsan on the
company’s option and performance share plan. Axon has adopted
a similar incentive programme to Tesla, based on operational and
share price goals over a 10-year period. Company performance
over the past few years has been such that the majority of targets
have now been achieved and the company is now considering a
follow-up plan. We are supportive of the long-term structure of
the existing plan and encouraged by the company’s intention
to repeat this. We were also glad to hear how the company is
thinking about future-proofing the new plan so new employees
and existing employees receive equitable incentives, including a
service provision to promote retention. We also suggested the
company reviews the operational goals attached to the new plan,
with the inclusion of a returns-based target considered a sensible
metric to focus management on capital allocation. Regarding
executive compensation, we voiced our support for the potential
incorporation of relevant social targets related to reducing gun
violence but emphasised the need for verifiably measurable
targets.
We also discussed the decision by several members of the ethics
board to resign in response to an announcement that Axon was
developing Taser-equipped drones for schools. The board
accepts that communication around this potential product was
mishandled and made it very difficult for several members of the
ethics board to continue in their position. The board and CEO
accept that they made mistakes in how they engaged with
internal and external stakeholders, as well as completing more
research into the education system. In September, Axon
announced the formation of its Ethics & Equity Advisory Council
Environmental, Social and Governance Engagement
(EEAC), formed via the merger of the ethics board and the
Community Advisory Coalition (CAC). This new advisory council
has been formed with a more explicit remit to review and provide
feedback and recommendations on a limited number of Axon
products per year. Whilst we cannot ultimately measure our
influence on this decision, we were able to engage with Axon
beforehand and we are satisfied with the company’s resultant
action.
ITM Power
In September we met with ITM Power Chair Sir Roger Bridgland
Bone for a business update and to discuss CEO succession
plans following the announcement of Graham Cooley (CEO since
2009) stepping down. We heard from the chair on recent
operational delivery, which hasn’t met the company’s own ambitions.
Whilst macro headwinds played a role in this, Sir Roger also
admitted that the company has struggled with the challenges
of scaling up and is now at a stage where it will benefit from
leadership with direct manufacturing experience. The Chair also
commented on the background for hydrogen technology more
generally and the differences between the UK, EU and the US in
terms of government support. We discussed board composition
and new company hires bringing more financial experience to
plug a skills gap on the board. There was some pleasing candour
from the Chair on where the company has failed to deliver over
the past few years, and we gained some clarity around the
current fiscal, operational and leadership position of the company.
It’s also positive to note that the CEO is due to remain on in an
advisory role to the incoming CEO, so we should expect a
managed transition.
© Axon Enterprise, Inc.
Axon
20 Annual Report 2022
Name
Business Country
Fair value
2022
£’000
%
of total
assets *
Absolute
performance
%
Relative
performance
%
Alnylam Pharmaceuticals Drug developer focused on harnessing
gene silencing technology USA 67,286 7.7 54.7 66.1
Space Exploration
Technologies
#
Designs, manufactures and launches
advanced rockets and spacecraft USA 62,861 7.2 65.4 77.5
STAAR Surgical Ophthalmic implants for vision correction USA 30,984 3.5 (28.7) (23.4)
PsiQuantum
#
Developer of commercial quantum computing USA 27,682 3.2 (16.1) (10.0)
Novocure Manufacturer of medical devices
for cancer treatment USA 26,862 3.1 (17.6) (11.6)
MarketAxess Electronic bond trading platform USA 23,688 2.7 (28.4) (23.1)
Ocado Online grocery retailer and technology provider UK 20,917 2.4 (73.5) (71.5)
Genmab Antibody based drug development Denmark 18,474 2.1 2.3 9.8
Zillow
#
US online real estate portal USA 18,070 2.1 (64.6) (62.0)
AeroVironment Small unmanned aircraft and tactical
missile systems USA 17,521 2.0 22.2 31.2
Oxford Nanopore
Technologies Novel DNA sequencing technology UK 17,295 2.0 (53.1) (49.6)
Axon Enterprise Law enforcement equipment and
software provider USA 16,712 1.9 (3.8) 3.3
Exact Sciences Non-invasive molecular tests for early
cancer detection USA 15,663 1.8 (56.5) (53.3)
Chegg Online educational company USA 15,587 1.8 (56.5) (53.3)
Upwork Online freelancing and recruitment
services platform USA 15,249 1.7 (66.0) (63.5)
Kingdee International
Software Enterprise management software provider China 14,450 1.6 (41.1) (36.7)
Pacira BioSciences Opioid free analgesics developer USA 14,419 1.6 17.9 26.5
ShockWave Medical Medical devices manufacturer USA 13,638 1.6 62.0 73.9
BlackLine Enterprise financial software provider USA 13,625 1.5 (47.4) (43.6)
Sprout Social Cloud based software for social media
management USA 12,883 1.5 (43.6) (39.5)
463,866 53.0
* Total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings.
Absolute and relative performance has been calculated on a total return basis over the period 1 November 2021 to 31 October 2022. Absolute performance is in sterling
terms; relative performance is against S&P Global Small Cap Index (in sterling terms).
#
More than one line of stock held. Holding information represents the aggregate of both lines of stock.
Denotes unlisted security.
Denotes listed security previously held in the portfolio as an unlisted security.
Source: Baillie Gifford/StatPro and relevant underlying index providers. See disclaimer on page 76.
Past performance is not a guide to future performance.
Twenty Largest Holdings and Twelve Month Performance at 31 October 2022
Strategic Report
Edinburgh Worldwide Investment Trust plc 21
Name
Business Country
Fair value
2022
£’000
%
of total
assets
Fair value
2021
£’000
Alnylam Pharmaceuticals Drug developer focused on harnessing gene
silencing technology USA 67,286 7.7 46,706
Space Exploration Technologies
Series N Preferred
Designs, manufactures and launches advanced
rockets and spacecraft USA 36,028 4.1 21,788
Space Exploration Technologies
Series J Preferred
Designs, manufactures and launches advanced
rockets and spacecraft USA 16,343 1.9 9,884
Space Exploration Technologies
Series K Preferred
Designs, manufactures and launches advanced
rockets and spacecraft USA 7,450 0.8 4,506
Space Exploration Technologies
Class A Common
Designs, manufactures and launches advanced
rockets and spacecraft USA 2,323 0.3 1,405
Space Exploration Technologies
Class C Common
Designs, manufactures and launches advanced
rockets and spacecraft USA 717 0.1 433
62,861 7.2 38,016
STAAR Surgical Ophthalmic implants for vision correction USA 30,984 3.5 39,236
PsiQuantum Series C Preferred
Developer of commercial quantum computing USA 14,860 1.7 20,626
PsiQuantum Series D Preferred
Developer of commercial quantum computing USA 12,822 1.5 13,131
27,682 3.2 33,757
Novocure Manufacturer of medical devices for cancer treatment USA 26,862 3.1 27,476
MarketAxess Electronic bond trading platform USA 23,688 2.7 33,953
Ocado Online grocery retailer and technology provider UK 20,917 2.4 45,747
Genmab Antibody based drug development Denmark 18,474 2.1 18,001
Zillow Class C US online real estate portal USA 15,632 1.8 44,097
Zillow Class A US online real estate portal USA 2,438 0.3 6,998
18,070 2.1 51,095
AeroVironment Small unmanned aircraft and tactical missile systems USA 17,521 2.0 14,318
Oxford Nanopore Technologies
Novel DNA sequencing technology UK 17,295 2.0 25,910
Axon Enterprise Law enforcement equipment and software provider USA 16,712 1.9 17,351
Exact Sciences Non-invasive molecular tests for early cancer detection USA 15,663 1.8 17,900
Chegg Online educational company USA 15,587 1.8 26,259
Upwork Online freelancing and recruitment services platform USA 15,249 1.7 41,225
Kingdee International Software Enterprise management software provider China 14,450 1.6 24,591
Pacira BioSciences Opioid free analgesics developer USA 14,419 1.6 12,235
ShockWave Medical Medical devices manufacturer USA 13,638 1.6 13,366
BlackLine Enterprise financial software provider USA 13,625 1.5 25,922
Sprout Social Cloud based software for social media management USA 12,883 1.5 18,599
SHINE Technologies
(Illuminated Holdings)
Series C-5 Preferred Medical radioisotope production USA 11,581 1.3 8,754
SHINE Technologies
(Illuminated Holdings)
Series D-1 Preferred Medical radioisotope production USA 869 0.1
12,450 1.4 8,754
Appian Enterprise software developer USA 12,247 1.4 20,944
PureTech Health IP commercialisation focused on healthcare UK 11,601 1.3 17,701
Epic Games
Video game platform and software developer USA 10,427 1.1 7,911
Astranis Space Technologies
Series C Preferred Communication satellite manufacturing and operation USA 9,638 1.1 9,329
AbCellera Biologics Antibody design and development company Canada 9,438 1.1
CyberArk Software Cyber security solutions provider Israel 9,242 1.1 15,115
JFrog Software development tools and management Israel 9,128 1.0 9,860
Xero Cloud based accounting software for small and
medium-sized enterprises
New
Zealand 9,080 1.0 21,537
Schrödinger Drug discovery and simulation software USA 8,793 1.0
List of Investments as at 31 October 2022
Strategic Report
22 Annual Report 2022
Name
Business Country
Fair value
2022
£’000
%
of total
assets
Fair value
2021
£’000
Fiverr Freelance services marketplace for businesses Israel 8,693 1.0
Progyny Fertility benefits management company USA 8,418 1.0
Relativity Space
Series D Preferred 3D printing and aerospace launch company USA 5,193 0.6 7,812
Relativity Space
Series E Preferred 3D printing and aerospace launch company USA 3,178 0.3 3,648
8,371 0.9 11,460
Trupanion Pet health insurance provider USA 8,102 0.9 13,790
Codexis Industrial and pharmaceutical enzyme developer USA 7,820 0.9 33,953
Twist Bioscience Biotechnology company USA 7,770 0.9
Teladoc Telemedicine services provider USA 7,647 0.8 32,447
M3 Online medical database Japan 7,274 0.8 12,017
Avacta Group Affinity based diagnostic reagents and therapeutics UK 7,100 0.8 6,642
Tandem Diabetes Care Manufacturer of insulin pumps for diabetic patients USA 7,236 0.8 14,746
Reaction Engines
Advanced heat exchange company UK 7,000 0.8 5,750
IPG Photonics High-power fibre lasers USA 6,719 0.8 10,473
Echodyne Corp.
Series C-1 Preferred Metamaterial radar sensors and software USA 6,676 0.8
QuantumScape
Solid-state batteries for electric vehicles USA 6,608 0.8 19,255
Akili Interactive
Digital medicine company USA 6,561 0.7 12,369
Snyk Ordinary Shares
Security software UK 1,989 0.2 2,736
Snyk Series F Preferred
Security software UK 4,394 0.5 4,560
6,383 0.7 7,296
Zai Lab HK Line Chinese bio-pharmaceutical development
and distribution company China 6,131 0.7 23,525
Ceres Power Holding Developer of fuel cells UK 6,192 0.7 23,497
Lightning Labs
Series B Preferred
Lightning software that enables users
to send and receive money USA 5,972 0.7 7,295
Genus Livestock breeding and technology services UK 5,931 0.7 12,842
Adaptimmune Therapeutics ADR Cell therapies for cancer treatment UK 5,770 0.6 12,135
DNA Script Series C Preferred
Synthetic DNA fabricator France 5,536 0.6
Doximity Online healthcare resource and interactive
platform developer USA 5,534 0.6
Graphcore Series D2 Preferred
Specialised processor chips for
machine learning applications UK 3,945 0.4 5,244
Graphcore Series E Preferred
Specialised processor chips for
machine learning applications UK 1,437 0.2 1,672
5,382 0.6 6,916
Splunk Data diagnostics USA 5,328 0.6 8,884
Zuora Enterprise sales management software USA 5,219 0.6 12,451
Renishaw Measurement and calibration equipment UK 4,926 0.6 7,055
Sutro Biopharma Biotechnology company focused on
next generation protein therapeutics USA 4,779 0.5 11,041
Temenos Group Banking software provider Switzerland 4,738 0.5 10,210
LiveRamp Marketing technology company USA 4,706 0.5 11,523
Ambarella Video compression and image
processing semiconductors USA 4,637 0.5 13,232
Sensirion Holding Cloud based virtual banking solutions provider Switzerland 4,463 0.5 5,939
Beam Therapeutics Biotechnology company USA 4,459 0.5
InfoMart Online platform for restaurant supplies Japan 4,387 0.5 11,039
MonotaRO Online business supplies Japan 4,169 0.5 11,489
Strategic Report
Edinburgh Worldwide Investment Trust plc 23
Strategic Report
Name
Business Country
Fair value
2022
£’000
%
of total
assets
Fair value
2021
£’000
KSQ Therapeutics
Series C Preferred Biotechnology target identification company USA 4,151 0.5 2,744
BillionToOne
Series C Preferred Pre-natal diagnostics USA 3,706 0.4
BillionToOne Promissory Note
Pre-natal diagnostics USA 434 0.1
4,140 0.5
Expensify Expense management software USA 4,077 0.5
Everbridge Critical event management software provider USA 4,040 0.5 17,253
Galapagos Clinical stage biotechnology company
focussing on autoimmune and fibrosis diseases Belgium 3,978 0.5 5,187
Rightmove UK online property portal UK 3,393 0.4 4,771
Q2 Holdings Cloud based virtual banking solutions provider USA 3,284 0.4 6,997
IP Group Intellectual property commercialisation UK 3,229 0.4 6,601
American Superconductor Designs and manufactures power systems
and superconducting wire USA 3,002 0.3 10,292
ITM Power Hydrogen energy solutions manufacturer UK 2,880 0.3 13,811
Wayfair Online furniture and homeware retailer USA 2,865 0.3 15,783
Oxford Instruments Advanced instrumentation and equipment provider UK 2,819 0.3 5,144
LendingTree Online consumer finance marketplace USA 2,565 0.3 13,786
TransMedics Medical device company USA 2,438 0.3
Ilika Discovery and development of novel materials
for mass market applications UK 2,318 0.3 5,379
LivePerson Messaging tools for business and
customer interactions USA 2,274 0.3 9,315
C4X Discovery Holdings Rational drug design and optimisation UK 2,273 0.3 2,178
C4X Discovery Warrants Software to aid drug design UK 0.0 37
2,273 0.3 2,215
freee K.K. Cloud based accounting software for
small and medium-sized enterprises Japan 2,231 0.3 6,833
Chinook Therapeutics
(formerly Aduro
Biotechnology) Immunotherapy drug development USA 2,212 0.3 917
Chinook Therapeutics
(formerly Aduro
Biotechnology) CVR Line Immunotherapy drug development USA 0 0.0 0
2,212 0.3 917
Digimarc Digital watermarking technology provider USA 2,186 0.2 5,693
Cardlytics Digital advertising platform USA 2,167 0.2 11,770
Victrex High-performance thermo-plastics UK 2,101 0.2 2,909
Quanterix Ultra-sensitive protein analysers USA 2,014 0.2 7,742
CEVA Licenses IP to the semiconductor industry USA 1,980 0.2 2,743
Nanobiotix ADR Nanomedicine company focused
on cancer radiotherapy France 1,846 0.2 4,066
PeptiDream Peptide based drug discovery platform Japan 1,829 0.2 3,377
Stratasys 3D printer manufacturer USA 1,817 0.2 3,327
Cosmo Pharmaceuticals Therapies for gastrointestinal diseases Italy 1,688 0.2 1,846
Morphosys Antibody based drug discovery platform Germany 1,641 0.2 3,451
Benefitfocus Employee benefits software provider USA 1,386 0.2 1,810
New Horizon Health Cancer screening company China 1,365 0.2 1,870
Adicet Bio
(formerly resTORbio)
Biotechnology company focused on
age related disorders USA 1,261 0.1 553
24 Annual Report 2022
Listed
equities
%
Unlisted
securities
%
Net liquid
assets
%
Total
assets
%
31 October 2022 79.2 20.1 0.7 100.0
31 October 2021 87.0 10.8 2.2 100.0
Figures represent percentage of total assets.
Includes holdings in preference shares, ordinary shares and convertible promissory note.
Strategic Report
Name
Business Country
Fair value
2022
£’000
%
of total
assets
Fair value
2021
£’000
EverQuote Online marketplace for buying insurance USA 1,221 0.1 2,329
BASE Commerce platform for small and
medium-sized enterprises Japan 1,087 0.1 3,951
Spire Global Satellite powered data collection and analysis company USA 1,083 0.1 3,570
NuCana SPN ADR Next generation chemotherapy developer UK 1,065 0.1 2,178
Huya ADR A live game streaming platform China 993 0.1 3,725
Catapult Group International Analytics and data collection technology
for sports teams and athletes Australia 823 0.1 1,752
Tabula Rasa HealthCare Cloud-based healthcare software developer USA 810 0.1 4,711
Agora ADR Voice and video platform technology provider China 616 0.1 4,056
Cellectis Genetic engineering for cell based therapies France 523 0.1 1,915
Berkeley Lights Biotechnology tools focused on cell characterisation USA 474 0.1 4,186
Angelalign Technology Medical devices manufacturer China 67 0.1 261
Rubius Therapeutics Developer of novel therapies using engineered red
blood cells USA 45 0.1 1,596
4D Pharma Microbiome biology therapeutics UK 0 0.0 1,105
4D Pharma Warrants Microbiome biology therapeutics UK 0 0.0 0
0 0.0 1,105
China Lumena New Materials
Mines, processes and manufactures
natural thenardite products China 0 0.0 0
Total equities 872,804 99.3
Net liquid assets 6,589 0.7
Total assets at fair value* 879,393 100.0
* Total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings.
Denotes unlisted security.
Denotes listed security previously held in the portfolio as an unlisted security.
Denotes delisted security.
Edinburgh Worldwide Investment Trust plc 25
Valuation at
31 October 2021
£’000
Net acquisitions/
(disposals)
£’000
Gains/
(losses)
£’000
Valuation at
31 October 2022
£’000
North America
USA 941,290 (3,906) (317,045) 620,339
Canada 6,598 2,840 9,438
Europe
United Kingdom 218,920 28,487 (128,832) 118,575
Eurozone 16,465 5,965 (7,218) 15,212
Developed Europe (non euro) 59,125 3,990 (8,377) 54,738
Asia
Japan 48,706 (5,980) (21,749) 20,977
China 62,724 (2,700) (36,402) 23,622
Australasia
Australia 7,598 (4,667) (2,108) 823
New Zealand 21,537 (3,069) (9,388) 9,080
Total investments 1,376,365 24,718 (528,279) 872,804
Net liquid assets 31,143 (27,674) 3,120 6,589
Total assets 1,407,508 (2,956) (525,159) 879,393
The figures above for total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings.
Investment Changes
Distribution of Total Assets
Geographical 2022 (2021)
Net Liquid Assets
0.7
% (2.2%)
North America
71.7
% (66.9%)
USA 70.6
% (66.9%)
Canada 1.1
% (Nil)
Asia 5.0% (8.0%)
Japan 2.3% (3.5%)
China 2.7% (4.5%)
Europe 21.5% (20.9%)
United Kingdom 13.5% (15.6%)
Eurozone 1.8% (1.1%)
Developed Europe (non euro) 6.2% (4.2%)
Australasia 1.1% (2.0%)
Australia 0.1% (0.5%)
New Zealand 1.0% (1.5%)
Information
Technology
24.7% (25.6%)
Financials
4.3% (4.9%)
Consumer Discretionary
6.3% (15.0%)
Net Liquid Assets 0.7% (2.2%)
Materials
0.2% (0.2%)
Healthcare
43.2% (32.3%)
Industrials
17.7% (14.2%)
Communication Services
2.9% (5.6%)
Sectoral 2022 (2021)
Strategic Report
26 Annual Report 2022
*
Total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings.
S&P Global Small Cap Index (in sterling terms). Weightings exclude industries where the Company has no exposure. See disclaimer on page 75.
At 31 October 2022
Distribution of Total Assets
*
by Industry
The Strategic Report which includes pages 2 to 26 was approved by the Board on 20 January 2023.
Henry CT Strutt
Chairman
Industry Analysis Portfolio Weightings
(relative to comparative index
)
Net Liquid Assets
Entertainment
Chemicals
Media
Consumer Finance
Trading Companies
and Distributors
Interactive Media
and Services
IT Services
Auto Components
Semiconductors and
Semiconductor Equipment
Insurance
Internet and Direct
Marketing Retail
Healthcare Providers
and Services
Diversified Consumer Services
Professional Services
Real Estate Management
and Development
Food and Staples Retailing
Electrical Equipment
Electronic Equipment,
Instruments and Components
Capital Markets
Pharmaceuticals
Technology Hardware,
Storage and Peripherals
Healthcare Technology
Life Sciences Tools
and Services
Healthcare Equipment
and Supplies
Aerospace and Defence
Software
Biotechnology
% of total assets
% points underweight/overweight
0.7%
1.9%
1.8%
1.6%
1.3%
0.9%
0.8%
0.8%
0.6%
0.5%
0.5%
0.3%
3.0%
2.7%
2.1%
20.3%
16.3%
12.8%
9.2%
4.5%
4.0%
3.2%
3.1%
0.2%
0.1%
0.2%
2.4%
4.2%
0.1%
1.1%
-0.5%
0.8%
-2.0%
-1.5%
-0.7%
-1.9%
-0.1%
-0.9%
-0.5%
0.7%
1.1%
0.4%
16.8%
12.0%
11.6%
6.9%
3.4%
3.4%
1.4%
0.3%
-1.2%
-0.6%
-3.0%
1.3%
3.9%
Strategic Report
Edinburgh Worldwide Investment Trust plc 27
Governance Report
Members of the Board come from a broad variety of backgrounds. The Board can draw
on a very extensive pool of knowledge and experience.
Directors and Management
Directors
HCT Strutt
Henry Strutt was appointed a Director on 1 November 2011
and appointed Chairman on 24 January 2017. He qualified as
a chartered accountant in 1979, following which he spent over
twenty years with the Robert Fleming Group, seventeen of which
were in the Far East. He is a non-executive director of New Waves
Solutions Limited.
DAJ Cameron
Donald Cameron was appointed a Director on 2 December
2010. He is an advocate at the Scottish Bar (non-practising) and
is also a qualified barrister in England and Wales. He was elected
a Member of the Scottish Parliament in 2016.
. H James
Helen James was appointed a Director on 2 December 2010
and is the Senior Independent Director. She is the former CEO
of Investis, a leading digital corporate communications company.
She was also previously Head of Pan-European Equity Sales at
Paribas. She is the global group chief operating officer and partner
of Brunswick Group.
CA Roxburgh
Caroline Roxburgh was appointed a Director on 1 February 2020
and is Chairperson of the Audit and Management Engagement
Committee. She is a qualified Chartered Accountant and was a
partner at PricewaterhouseCoopers LLP until 2016. She is a senior
independent director and chair of the audit committee of Montanaro
European Smaller Companies Trust plc, a non-executive director
and chair of the audit and risk committee of Edinburgh International
Festival Society, a non-executive director and chair of the audit
and risk committee of the Royal Conservatoire of Scotland and
a publicly appointed member of the board of directors and chair
of the audit and risk committee of VisitScotland.
JA Simpson-Dent
Jonathan Simpson-Dent was appointed a Director on
1 February 2020. He has spent the majority of his career running
entrepreneurial Private Equity and listed mid-cap international
growth businesses across multiple sectors, being a former CEO of
Evander Group, Cardpoint and WLT (EMEA), CCO of Cardtronics
Inc and CFO of HomeServe Plc and General Healthcare Group.
He has also previously worked at PricewaterhouseCoopers LLP,
McKinsey & Company and PepsiCo. He is a Fellow of the Institute
of Chartered Accountants.
28 Annual Report 2022
Managers and Secretaries
The Company has appointed Baillie Gifford & Co Limited, a wholly
owned subsidiary of Baillie Gifford & Co, as its Alternative
Investment Fund Manager and Company Secretaries. Baillie
Gifford & Co Limited has delegated portfolio management
services to Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub-delegated to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited.
Baillie Gifford & Co is an investment management firm formed in
1927 out of the legal firm Baillie & Gifford, WS, which had been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust managers
in the UK and currently manages thirteen investment trusts.
Baillie Gifford also manages a listed investment company and
open ended investment companies, together with investment
portfolios on behalf of pension funds, charities and other
institutional clients, both in the UK and overseas. Funds under the
management or advice of Baillie Gifford totalled over £235 billion
at 19 January 2023. Based in Edinburgh, it is one of the leading
privately owned investment management firms in the UK, with
51 partners and a staff of around 1,770.
Douglas Brodie is the portfolio manager. He joined Baillie Gifford
in 2001 and is Head of the Global Discovery Team, which focuses
on the opportunities of smaller companies. Svetlana Viteva and
Luke Ward are the deputy portfolio managers. Both joined Baillie
Gifford in 2012 and work closely with Douglas Brodie as part of
Baillie Gifford’s Global Discovery investment desk, from which
Edinburgh Worldwide is managed.
Baillie Gifford & Co Limited and Baillie Gifford & Co are both
authorised and regulated by the Financial Conduct Authority.
Governance Report
MIG Wilson
Mungo Wilson was appointed a Director on 8 December 2016.
He is a former solicitor and is Associate Professor of Finance at
Saïd Business School, University of Oxford. He is also an associate
member of the Oxford Man Institute of Quantitative Finance. He is a
non-executive director of Neo Risk Reap Asia Equity Fund Limited
and Embedded Insurance Company.
JK McCracken
Jane McCracken was appointed a Director on 1 November 2022.
She has spent her career working with high growth technology
businesses based in the USA and UK as an entrepreneur, equity
investor, board member and advisor. Her experience covers a
variety of areas including enterprise software, e-commerce, fintech,
digital health and clinical research. Most recently, she served as a
Research Faculty member and Entrepreneur-in-Residence at the
Georgia Institute of Technology in Atlanta, Georgia, USA and
currently is the Chief Growth Officer for Corps Team LLC.
She is also a non-executive director of Radyus Research LLC.
M Gunn
Mary Gunn will join the Board as a Director with effect from
1 March 2023. She is a scientist, lawyer and C-level executive
in life science companies, including previously at Pfizer, Crucell,
ICON Plc, and Health Decisions. She also served on the boards
and advisories of Brown University, Modelis, Lumiio, and SpotArt
Foundation. She is currently an Independent Director of Welwaze
Medical and the President of RemRem LLC, a value creation
advisory for investors, banks, and entrepreneurs in clinical research
and life science.
All the Directors are members of the Audit and Management
Engagement Committee and the Nomination Committee.
Edinburgh Worldwide Investment Trust plc 29
Directors’ Report
The Directors present their Report together with the Financial
Statements of the Company for the year to 31 October 2022.
Corporate Governance
The Corporate Governance Report is set out on pages 33 to 36
and forms part of this Report.
Managers and Company Secretaries
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie
Gifford & Co, has been appointed as the Company’s Alternative
Investment Fund Manager (‘AIFM’) and Company Secretaries.
Baillie Gifford & Co Limited has delegated portfolio management
services to Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub-delegated to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited.
The Investment Management Agreement between the AIFM and
the Company sets out the matters over which the Managers have
authority in accordance with the policies and directions of, and
subject to restrictions imposed by, the Board. The Investment
Management Agreement is terminable on not less than three
months’ notice. Compensation fees would only be payable in
respect of the notice period if termination by the Company were
to occur within a shorter notice period.
The annual management fee is 0.75% on the first £50 million of
net assets, 0.65% on the next £200 million of net assets and
0.55% on the remaining net assets. Management fees are
calculated and payable quarterly. The Board is of the view that
calculating the fee with reference to performance would be
unlikely to exert a positive influence on performance.
The Board considers the Company’s investment management
and secretarial arrangements on a continuing basis and a formal
review is conducted by the Audit and Management Engagement
Committee annually. The Committee considered the following
topics amongst others in its review:
— investment process;
— investment performance;
— the quality of the personnel assigned to handle the
Company’s affairs;
— developments at the Managers, including staff turnover;
— the administrative services provided by the Secretaries;
— share price and discount; and
— charges and fees.
Following the most recent review the Audit and Management
Engagement Committee concluded that the continuing
appointment of Baillie Gifford & Co Limited as AIFM and
Secretaries, the delegation of the investment management
services to Baillie Gifford & Co and the further sub-delegation
of dealing activity and transaction reporting to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited,
on the terms agreed, is in the interests of the Company and the
shareholders as a whole. This was subsequently approved by
the Board.
Depositary
In accordance with the Alternative Investment Fund Managers
Directive, the AIFM must appoint a Depositary to the Company.
The Bank of New York Mellon (International) Limited has been
appointed as the Company’s Depository.
The Depositary’s responsibilities include cash monitoring,
safe keeping of the Company’s financial instruments, verifying
ownership and maintaining a record of other assets and
monitoring the Company’s compliance with investment limits
and leverage requirements. The custody function is also
undertaken by The Bank of New York Mellon (International)
Limited (‘the Custodian’).
Directors
Information about the Directors who were in office during the year
and up to the date the Financial Statements were signed including
their relevant experience can be found on pages 27 and 28.
In accordance with the AIC Code of Corporate Governance
issued in February 2019, the Board has agreed that all Directors
will offer themselves for re-election by shareholders on an annual
basis. As a result, all Directors, will retire at this year’s Annual
General Meeting and will offer themselves for re-election.
Following formal performance evaluation, the Board concluded
that the performance of each of the Directors continues to be
effective and that they remain committed to the Company.
Their contribution to the Board is greatly valued and the Board
recommends their re-election to shareholders.
The Board also considers that Mr HCT Strutt, Mr DAJ Cameron
and Ms H James all remain independent having served on the
Board for more than nine years, as explained on page 33.
Mr DAJ Cameron will not stand for re-election at the next
Annual General Meeting.
Ms JK McCracken, who was appointed a Director with effect
from 1 November 2022 and Dr M Gunn who will be appointed
a Director on 1 March 2023, will be subject to election by the
shareholders at the Annual General Meeting to be held on
7 March 2023.
Director Indemnification and Insurance
The Company has entered into qualifying third party deeds of
indemnity in favour of each of its Directors. The deeds, which
were in force during the year to 31 October 2022 and up to the
date of approval of this Report, cover any liabilities that may arise
to a third party, other than the Company, for negligence, default
or breach of trust or duty. The Directors are not indemnified in
respect of liabilities to the Company, any regulatory or criminal
fines, any costs incurred in connection with criminal proceedings
in which the Director is convicted or civil proceedings brought
by the Company in which judgement is given against him/her.
In addition, the indemnity does not apply to any liability to the
extent that it is recovered from another person.
The Company maintains Directors’ and Officers’ liability insurance.
Governance Report
30 Annual Report 2022
Governance Report
Conflicts of Interest
Each Director submits a list of potential conflicts of interest to the
Nomination Committee on an annual basis. The Committee
considers these carefully, taking into account the circumstances
surrounding them and makes a recommendation to the Board on
whether or not the potential conflicts should be authorised. Board
authorisation is for a period of one year.
Having considered the lists of potential conflicts there were no
situations which gave rise to a direct or indirect interest of a
Director which conflicted with the interests of the Company.
Dividends
The Company’s objective is that of generating capital growth.
Consequently, the Managers do not invest in companies based
on the level of income they may payout as dividends.
As highlighted previously, the Board does not intend to draw on
the Company’s revenue reserve to pay or maintain dividends.
This year the net revenue return per share was a deficit of
£1,976,000. There is no requirement under section 1158 of the
Corporation Tax Act 2010 to pay a dividend as the net revenue
return is below the level which would trigger the requirement to
pay a dividend hence the Board is recommending that no final
dividend be paid. Should the level of underlying income increase
in future years, the Board will seek to distribute the minimum
permissible to maintain investment trust status by way of a final
dividend.
Share Capital
Capital Structure
The Company’s capital structure (excluding treasury shares)
as at 31 October 2022 consists of 392,285,023 ordinary shares
of 1p each (2021 – 405,203,695 ordinary shares of 1p each),
see note 11. There are no restrictions concerning the holding
or transfer of the Company’s ordinary shares and there are no
special rights attached to any of the shares.
Following a five for one share split on 28 January 2019, each
ordinary share of 5p was replaced with five new ordinary shares
of 1p each.
Dividends
The ordinary shares carry a right to receive dividends. Interim
dividends are determined by the Directors, whereas any proposed
final dividend is subject to shareholder approval.
Capital Entitlement
On a winding up, after meeting the liabilities of the Company, the
surplus assets will be paid to ordinary shareholders in proportion
to their shareholdings.
Voting
Each ordinary shareholder present in person or by proxy is entitled
to one vote on a show of hands and, on a poll, to one vote for
every share held.
Major Interests Disclosed in the Company’s Shares
There are no major interests disclosed in the Company’s shares
as at 31 October 2022 and there have been no disclosed changes
to the major interests in the Company’s shares intimated up to
19 January 2023.
Annual General Meeting
The details of the next AGM, including the proposed resolutions
and information on the deadlines for proxy appointments, can be
found on pages 69 to 71. Shareholders who hold shares in their
own name on the main register will be provided with a Form of
Proxy and there are also special arrangements for holders of
shares through the abrdn Investment Trusts Share Plan, Individual
Savings Account and Investment Plan for Children who are
provided with a Form of Direction. If you hold shares through a
share platform or other nominee, the Board would encourage
you to contact these organisations directly as soon as possible to
arrange for you to vote at the AGM. The resolutions relating to the
renewal of the Directors’ authorities to issue and buy back shares
are explained in more detail below.
Issuance of Shares
At the last Annual General Meeting, the Directors were granted
shareholders’ approval for a general authority to issue shares,
up to £1,338,162.19, being approximately 33% of the nominal
value of the Company’s issued ordinary share capital as at
8 December 2021, and also an authority to issue shares or
sell shares held in treasury for cash on a non pre-emptive basis,
up to £405,503.69, representing approximately 10% of the
nominal value of the issued share capital of the Company as
at 8 December 2021 (without first offering such shares to existing
shareholders pro-rata to their existing holdings).
During the year to 31 October 2022 the Company has issued
a total of 550,000 shares on a non pre-emptive basis (nominal
value of £6,000, representing 0.1% of the issued share capital
at 31 October 2021) at a premium to net asset value (on the basis
of debt valued at book value) on two separate occasions at a
weighted average price of 315.14p per share raising net proceeds
of £1,730,000.
Between 1 November 2022 and 19 January 2023 no further
ordinary shares have been issued.
In order to ensure that it continues to have sufficient capacity
to satisfy demand for the Company’s shares, the Directors
are proposing to seek shareholders’ approval to renew the
Company’s annual allotment and disapplication of pre-emption
right authorities for a further year, as detailed below.
Resolution 13 in the Notice of Annual General Meeting therefore
seeks a general authority for the Directors to issue ordinary shares
up to an aggregate nominal amount of £1,290,529.81. This amount
represents approximately 33% of the Company’s total ordinary
share capital in issue at 19 January 2023, being the latest
practicable date prior to the publication of this document, and
meets institutional guidelines. No issue of ordinary shares will be
made pursuant to the authorisation in Resolution 13 which would
effectively alter the control of the Company without the prior
approval of shareholders in general meeting.
Resolution 14, which is being proposed as a special resolution,
seeks to renew the Directors’ authority to allot equity securities,
or sell treasury shares, for cash without having to offer such
shares to existing shareholders pro-rata to their existing holdings,
up to a total nominal amount of £391,069.64, representing
approximately 10% of the Company’s total issued ordinary share
capital as at 19 January 2023, being the latest practicable date
prior to publication of this document.
Edinburgh Worldwide Investment Trust plc 31
Governance Report
The Directors consider that the authorities proposed to be granted
by Resolutions 13 and 14 continue to be advantageous when the
Company’s shares trade at a premium to net asset value and the
level of natural liquidity in the market is unable to meet demand.
The Directors do not intend to use this authority to sell or issue
ordinary shares on a non pre-emptive basis at a discount to net
asset value. While the level of the authority being sought is greater
than the 5% recommended by the Pre-Emption Group in their
Statement of Principles on disapplying pre-emption rights, it is
specifically recognised in the Statement of Principles that, where
an investment trust is seeking authority to issue shares at a
premium to the underlying net asset value per share, this should
not normally raise concerns and the Directors consider the greater
flexibility provided by this authority to be justified in the
circumstances.
The authorities sought in Resolutions 13 and 14 will continue until
the conclusion of the Annual General Meeting to be held in 2024
or on the expiry of 15 months from the passing of the resolutions,
if earlier.
Such authorities will only be used to issue shares or sell shares
from treasury at a premium to net asset value and only when the
Directors believe that it would be in the best interests of the
Company to do so. The Directors believe that the ability to buy-
back shares at a discount and re-sell them or issue new shares
at a premium are useful tools in smoothing supply and demand.
14,684,054 shares were held in treasury as at 19 January 2023.
Market Purchases of Shares by the Company
At the last Annual General Meeting the Company was granted
authority to purchase up to 60,785,003 ordinary shares (equivalent
to approximately 14.99% of the ordinary shares in issue (excluding
treasury shares) as at 8 December 2021). This authority expires at
the forthcoming Annual General Meeting. 13,468,672 shares were
bought back during the year under review and 13,468,672 shares
are held in treasury. Between 1 November 2022 and 19 January
2023 a further 1,215,382 shares were bought back.
Share buy-backs may be made principally:
(i) to enhance net asset value for continuing shareholders by
purchasing shares at a discount to the prevailing net asset
value; and
(ii) to address any imbalance between the supply of and the
demand for the Company’s shares that results in a discount
of the quoted market price to the published net asset value
per share.
The Company may hold bought back shares in treasury and then:
(i) sell such shares (or any of them) for cash (or its equivalent
under the Companies Act 2006); or
(ii) cancel the shares (or any of them).
Shares will only be re-sold from treasury at a premium to net
asset value per ordinary share.
Treasury shares do not receive distributions and the Company
is not entitled to exercise voting rights attaching to them.
The Directors are seeking shareholders’ approval at the Annual
General Meeting to renew the authority to purchase up to
58,803,524 ordinary shares in issue (excluding treasury shares)
as at
19 January 2023
, being the latest practicable date prior
to the publication of this document (or, if less, the number
representing approximately 14.99% of the Company’s ordinary
shares in issue (excluding treasury shares) at the date of passing
of the resolution, such authority to expire at the Annual General
Meeting of the Company to be held in 2024.
In accordance with the Listing Rules, the maximum price
(excluding expenses) that may be paid on the exercise of the
authority must not exceed the higher of:
(i) 5% above the average closing price on the London Stock
Exchange of an ordinary share over the five business days
immediately preceding the date of purchase; and
(ii) the higher of the price of the last independent trade and the
highest current independent bid as stipulated by Article 5(1) of
Commission Regulation (EC) 22 December 2003 implementing
the Market Abuse Directive as regards exemptions for buy
back programmes and stabilisation of financial instruments
(No. 2273/2003).
The minimum price (exclusive of expenses) that may be paid will
be the nominal value of an ordinary share. Purchases of shares
will be made within guidelines established, from time to time, by
the Board. Your attention is drawn to Resolution 15 in the Notice
of Annual General Meeting.
Recommendation
The Directors consider each resolution being proposed at the
Annual General Meeting to be in the best interests of the
Company and its shareholders as a whole and they unanimously
recommend that all shareholders vote in favour of them, as they
intend to do where possible in respect of their own beneficial
shareholdings.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances, bank borrowings and debtors and
creditors that arise directly from its operations such as sales and
purchases awaiting settlement and accrued income. The financial
risk management objectives and policies arising from its financial
instruments and the exposure of the Company to risk are disclosed
in note 17 to the Financial Statements.
32 Annual Report 2022
Future Developments of the Company
The outlook for the Company for the next 12 months is set out
in the Chairman’s Statement on pages
2
to
4
and the Managers’
Review on pages
13
to 15.
Articles of Association
The Company’s Articles of Association may only be amended
by special resolution at a general meeting of shareholders.
Disclosure of Information to Auditor
The Directors confirm that so far as each of the Directors is aware
there is no relevant audit information of which the Company’s
Auditor is unaware and the Directors have taken all the steps
that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to
establish that the Company’s Auditor is aware of that information.
Independent Auditor
The Auditor, Ernst & Young LLP, is willing to continue in office
and in accordance with section 489 and section 491(1) of the
Companies Act 2006, resolutions concerning Ernst & Young
LLP’s reappointment and remuneration will be submitted to the
Annual General Meeting.
Post Balance Sheet Events
The Directors confirm that there have been no post Balance
Sheet events which require adjustment of, or disclosure in, the
Financial Statements or notes thereto up to 20 January 2023.
Greenhouse Gas Emissions and Streamlined Energy
and Carbon Report (‘SECR’)
All of the Company’s activities are outsourced to third parties.
The Company therefore has no greenhouse gas emissions to
report from its operations, nor does it have responsibility for any
other emissions producing sources under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013. For
the same reasons as set out above, the Company is a low energy
user under the SECR regulations and has no energy and carbon
information to disclose.
Bribery Act
The Company has a zero tolerance policy towards bribery and
is committed to carrying out business fairly, honestly and openly.
The Managers also adopt a zero tolerance approach and have
policies and procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
On behalf of the Board
Henry CT Strutt
Chairman
20 January 2023
Governance Report
Edinburgh Worldwide Investment Trust plc 33
Governance Report
Corporate Governance Report
The Board is committed to achieving and demonstrating high
standards of Corporate Governance. This statement outlines how
the principles of the 2018 UK Corporate Governance Code (the
‘Code’) which can be found at frc.org.uk and the principles of
the Association of Investment Companies Code of Corporate
Governance (the ‘AIC Code’ issued in 2019) were applied
throughout the financial year. The AIC Code provides a framework
of best practice for investment companies and can be found at
theaic.co.uk.
Compliance
The Board confirms that the Company has complied throughout
the year under review with the relevant provisions of the Code
and the recommendations of the AIC Code. The Code includes
provisions relating to the role of the chief executive, executive
directors’ remuneration and the need for an internal audit
function. Given that the Company is an externally managed
investment trust, the Board considers these provisions are not
relevant to the Company (the need for an internal audit function
specific to the Company has been addressed on page 35).
The FRC has confirmed that AIC member companies who report
against the AIC Code will be meeting their obligations in relation
to the Code.
The Board
The Board has overall responsibility for the Company’s affairs.
It has a number of matters formally reserved for its approval
including strategy, investment policy, currency hedging, gearing,
treasury matters, dividend and corporate governance policy.
A separate strategy session is held annually. The Board also
reviews the Financial Statements, investment transactions,
revenue budgets and performance of the Company. Full and
timely information is provided to the Board to enable the Board
to function effectively and to allow Directors to discharge their
responsibilities.
The Board comprises six Directors as at 31 October 2022 all
of whom are non-executive.
Ms JK McCracken and Dr M Gunn were appointed as non-
executive Directors with effect from 1 November 2022 and
1 March 2023 respectively.
Mr DAJ Cameron will not stand for re-election at the next AGM.
The Chairman, Mr HCT Strutt, is responsible for organising the
business of the Board, ensuring its effectiveness and setting its
agenda.
The executive responsibilities for investment management have
been delegated to the Company’s Alternative Investment Fund
Manager (‘AIFM’), Baillie Gifford & Co Limited, and in the context
of a Board comprising entirely non-executive Directors, there is
no chief executive officer. Ms H James is the Senior Independent
Director.
The Directors believe that the Board has a balance of skills
and experience which enable it to provide effective strategic
leadership and proper governance of the Company. Information
about the Directors, including their relevant experience, can be
found on pages 27 and 28.
There is an agreed procedure for Directors to seek independent
professional advice if necessary at the Company’s expense.
No such advice was sought in the year to 31 October 2022 or
31 October 2021.
Appointments
The terms and conditions of Directors’ appointments are set out
in formal letters of appointment which are available for inspection
on request.
Under the provisions of the Company’s Articles of Association,
a Director appointed during the year is required to seek election by
shareholders at the next Annual General Meeting. In accordance
with the principals of the AIC Code all Directors will offer themselves
for re-election annually.
The reasons why the Board supports the re-elections are set out
on page 29.
Directors are not entitled to any termination payments in relation
to their appointment.
Chairman and Directors’ Tenure
The Nomination Committee has considered the question of tenure
for Directors and has concluded that there should not be a set
maximum time limit for a Director or Chairman to serve on the
Board. The Nomination Committee keeps under review the
balance of skills, knowledge, experience, performance and length
of service of the Directors ensuring the Board has the appropriate
combination of skills and Company knowledge and experience.
This is balanced against the appointment of new Directors having
fresh ideas and perspective.
Independence of Directors
All of the Directors are considered by the Board to be
independent of the Managers and free of any business or other
relationship which could interfere with the exercise of their
independent judgement.
The Directors recognise the importance of succession planning
for company boards and review the Board composition annually.
The Board is of the view that length of service will not necessarily
compromise the independence or contribution of Directors of
an investment trust company, where continuity and experience
can be a benefit to the Board. The Board concurs with the view
expressed in the AIC Code that long serving Directors should not
be prevented from being considered independent.
Mr HCT Strutt and Ms H James have both served on the Board
for more than nine years. All Directors offer themselves for
re-election annually. Following formal performance evaluation the
Board considers that Mr HCT Strutt and Ms H James continue to
be independent in character and judgement and their skills and
experience were a significant benefit to the Board.
34 Annual Report 2022
Governance Report
Meetings
There is an annual cycle of Board meetings which is designed
to address, in a systematic way, overall strategy, review of
investment policy, investment performance, marketing, revenue
budgets, dividend policy and communication with shareholders.
The Board considers that it meets sufficiently regularly to
discharge its duties effectively. The following table shows the
attendance record for the Board and Committee Meetings held
during the year, excluding ancillary and sub-committee meetings.
The Annual General Meeting was attended by all the Directors in
office as at 2 February 2022.
Directors’ Attendance at Meetings
Board
Audit and
Management
Engagement
Committee
Nomination
Committee
Number of meetings 5 2 1
HCT Strutt 5 2 1
DAJ Cameron 5 2 1
H James 5 2 1
CA Roxburgh 5 2 1
JA Simpson-Dent 5 2 1
MIG Wilson 5 2 1
Nomination Committee
The Nomination Committee consists of the whole Board and
the Chairman of the Board is Chairman of the Committee except
when the Committee is dealing with the matter of succession
to the Chairmanship of the Company. The Committee meets
on an annual basis and at such other times as may be required.
The Committee has written terms of reference which include
reviewing the composition of the Board, identifying and nominating
new candidates for appointment to the Board, Board appraisal,
succession planning and training. The Committee also considers
whether Directors should be recommended for re-election by
shareholders. The Committee is responsible for considering
Directors’ potential conflicts of interest and for making
recommendations to the Board on whether or not the potential
conflicts should be authorised.
The Committee’s terms of reference are available on request from
the Company and on the Company’s page on the Managers’
website: edinburghworldwide.co.uk.
Board Diversity
The Board recognises the benefits of diversity, and the Company’s
policy on diversity is referred to in the Strategic Report. The Board’s
priority in appointing new Directors to the Board is to identify
candidates with the best range of skills and experience to
complement existing Directors. The Board will not display any
bias for age, gender, race, sexual orientation, religion, ethnic or
national origins, or disability in considering the appointment of its
Directors. However, it is the Board’s policy to ensure that all
appointments are made on the basis of merit against the
specification prepared for each appointment. Accordingly the
Board does not consider it appropriate to set diversity targets.
Board Composition
In order to fulfil its obligations, the Board recognises the importance
of having a range of skilled and experienced Directors, balancing
the benefits of length of service and knowledge of the Company
with the desirability of ensuring regular refreshment of the Board.
The Board reviews its composition annually.
The Nomination Committee commissioned a search to find new
independent non-executive Directors using the services of Nurole
Limited, an executive search firm which has no other connection
with the Company or its Directors. The Directors drew up a
specification for this appointment and interviewed a shortlist of
suitable candidates. Following this process the Board appointed
two individuals, Ms JK McCracken and Dr M Gunn as Directors
with effect from 1 November 2022 and 1 March 2023 respectively.
Mr D Cameron will not stand for re-election at the Company’s
2023 AGM.
Performance Evaluation
An appraisal of the Chairman, each Director and a performance
evaluation and review of the Board as a whole and the Audit and
Management Engagement Committee was carried out during
the year. After considering and responding to an evaluation
questionnaire each Director had an interview with the Chairman.
The Chairman’s appraisal was led by Ms H James, the Senior
Independent Director. The appraisals and evaluations considered,
amongst other criteria, the balance of skills of the Board, training
and development requirements, the contribution of individual
Directors and the overall effectiveness of the Board and its
Committees. Following this process it was concluded that the
performance of each Director, the Chairman, the Board and its
Committees continues to be effective and that each Director and
the Chairman remain committed to the Company. For its appraisal
during 2021, the Board secured the services of Lintstock Limited,
an independent corporate advisor which has no other relationship
with the Company or its Directors, in accordance with the
requirement for FTSE 350 companies to have Board evaluations
externally facilitated every three years. External facilitation will next
be considered for Board evaluations in 2024.
A review of the Chairman’s and other Directors’ commitments
was carried out and the Nomination Committee is satisfied that
they are capable of devoting sufficient time to the Company.
There were no significant changes to the Chairman’s other
commitments during the year.
Induction and Training
New Directors are provided with an induction programme which is
tailored to the particular circumstances of the appointee. During
the year briefings on industry and regulatory matters were provided
to the Board by the Managers and Secretaries. Directors receive
other relevant training as necessary.
Edinburgh Worldwide Investment Trust plc 35
Governance Report
Remuneration
As all the Directors are non-executive, there is no requirement for
a separate Remuneration Committee. Directors’ fees are considered
by the Board as a whole within the limits approved by shareholders.
The Company’s policy on remuneration is set out in the Directors’
Remuneration Report on page 39.
Audit and Management Engagement Committee
The report of the Audit and Management Engagement Committee
is set out on pages 37 and 38.
Internal Controls and Risk Management
The Directors acknowledge their responsibility for the Company’s
risk management and internal controls systems and for reviewing
their effectiveness. The systems are designed to manage rather
than eliminate the risk of failure to achieve business objectives
and can only provide reasonable but not absolute assurance
against material misstatement or loss.
The Board confirms that there is a continuing process for
identifying, evaluating and managing the significant risks faced by
the Company in accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting’.
The practical measures in relation to the design, implementation
and maintenance of control policies and procedures to safeguard
the Company’s assets and to manage its affairs properly,
including the maintenance of effective operational and compliance
controls have been delegated to the Managers and Secretaries.
The Board oversees the functions delegated to the Managers and
Secretaries and the controls managed by the AIFM in accordance
with the Alternative Investment Fund Managers Directive (as
detailed below). Baillie Gifford & Co’s Internal Audit and Compliance
Departments and the AIFM’s permanent risk function provide the
Audit and Management Engagement Committee with regular
reports on their monitoring programmes. The reporting procedures
for these departments are defined and formalised within a service
level agreement. Baillie Gifford & Co conducts an annual review
of its system of internal controls which is documented within an
internal controls report which complies with ISAE 3402 and
Technical Release AAF 01/06 – Assurance Reports on Internal
Controls of Service Organisations made available to Third Parties.
This report is independently reviewed by Baillie Gifford & Co’s
Auditor and a copy is submitted to the Audit and Management
Engagement Committee.
A report identifying the material risks faced by the Company and
the key controls employed to manage these risks is reviewed by
the Audit and Management Engagement Committee.
These procedures ensure that consideration is given regularly to
the nature and extent of risks facing the Company and that they
are being actively monitored. Where changes in risk have been
identified during the year they also provide a mechanism to
assess whether further action is required to manage these risks.
The Directors confirm that they have reviewed the effectiveness
of the Company’s risk management and internal controls systems
which accord with the FRC guidance ‘Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting’ and they have procedures in place to review their
effectiveness on a regular basis. No significant weaknesses were
identified in the year under review and up to the date of this
Report.
The Board confirms that these procedures have been in place
throughout the Company’s financial year and continue to be in
place up to the date of approval of this Report.
To comply with the Alternative Investment Fund Managers
Directive, The Bank of New York Mellon (International) Limited
act as the Company’s Depositary and Baillie Gifford & Co
Limited as its AIFM.
The Depositary’s responsibilities include cash monitoring, safe
keeping of the Company’s financial instruments, verifying ownership
and maintaining a record of other assets and monitoring the
Company’s compliance with investment limits and leverage
requirements. The Depositary is liable for the loss of financial
instruments held in custody. The Depositary will ensure that any
delegate segregates the assets of the Company. The Company’s
Depositary also acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards which are
independently reviewed by KPMG LLP. The reports are reviewed
by Baillie Gifford’s Business Risk Department and a summary
of the key points is reported to the Audit and Management
Engagement Committee and any concerns are investigated.
The Depositary provides the Audit and Management Engagement
Committee with a report on its monitoring activities.
The AIFM has established a permanent risk management function
to ensure that effective risk management policies and procedures
are in place and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks associated
with the management of the portfolio, and the adequacy and
effectiveness of this policy is reviewed and approved at least
annually. This review includes the risk management processes
and systems and limits for each risk area.
The risk limits, which are set by the AIFM and approved by the
Board, take into account the objectives, strategy and risk profile
of the portfolio. These limits, including leverage (see note 19 on
page 68), are monitored and the sensitivity of the portfolio to key
risks is undertaken periodically as appropriate to ascertain the
impact of changes in key variables in the portfolio. Exceptions
from limits monitoring and stress testing undertaken by Baillie
Gifford’s Business Risk Department are escalated to the AIFM
and reported to the Board along with any remedial measures
being taken.
36 Annual Report 2022
Going Concern
In accordance with the Financial Reporting Council’s guidance on
going concern and liquidity risk, including its Covid-19 guidance,
the Directors have undertaken a rigorous review of the Company’s
ability to continue as a going concern and specifically in the
context of the Covid-19 pandemic.
The Company’s principal risks are market related and include
market risk, liquidity risk and credit risk. An explanation of these
risks and how they are managed is set out on pages 9 and 10 and
contained in note 17 to the Financial Statements. The Board has,
in particular, considered the impact of heightened market volatility
since the Covid-19 pandemic and over recent months due to the
macroeconomic and geopolitical concerns, including rising inflation
and interest rates and the Russian invasion of Ukraine, but does
not believe the Company’s going concern status is affected.
The Company’s assets, the majority of which are investments in
quoted securities which are readily realisable, exceed its liabilities
significantly. All borrowings require the prior approval of the Board.
Gearing levels and compliance with borrowing covenants are
reviewed by the Board on a regular basis. The Company has
continued to comply with the investment trust status requirements
of section 1158 of the Corporation Tax Act 2010 and the
Investment Trust (Approved Company) (Tax) Regulations 2011.
The Company’s primary third party suppliers, including its
Managers and Secretaries, Custodian and Depositary, Registrar,
Auditor and Broker, are not experiencing significant operational
difficulties affecting their respective services to the Company.
Accordingly, the Financial Statements have been prepared on
the going concern basis as it is the Directors’ opinion, having
assessed the principal and emerging risks and other matters
including the impact of the Covid-19 pandemic set out in the
Viability Statement on page 11 which assesses the prospects of
the Company over a period of five years, that the Company will
continue in operational existence until 20 January 2024, which is
for a period of at least twelve months from the date of approval
of these Financial Statements.
Relations with Shareholders
The Board places great importance on communication with
shareholders. The Company’s Managers communicate regularly
with shareholders and their representatives and report shareholders’
views to the Board. The Chairman is available to meet with
shareholders as appropriate. Shareholders wishing to communicate
with any member of the Board may do so by writing to them at
the Company’s registered office or through the Company’s broker
Numis Securities Limited (see contact details on the back cover).
The Company’s Annual General Meeting provides a forum for
communication with all shareholders. The level of proxies lodged
for each resolution is announced at the meeting and is published
on the Company’s page of the Managers’ website
edinburghworldwide.co.uk subsequent to the meeting.
The notice period for the Annual General Meeting is at least
twenty working days.
Shareholders and potential investors may obtain up-to-date
information on the Company at edinburghworldwide.co.uk.
Governance Report
Corporate Governance and Stewardship
The Company has given discretionary voting powers to Baillie
Gifford & Co. The Managers vote against resolutions they
consider may damage shareholders’ rights or economic interests.
The Company believes that it is in the shareholders’ interests to
consider environmental, social and governance (‘ESG’) factors,
including climate change, when selecting and retaining
investments and has asked the Managers to take these issues
into account as long as the investment objectives are not
compromised. The Managers do not exclude companies from
their investment universe purely on the grounds of ESG factors
but adopt a positive engagement approach whereby matters
are discussed with management with the aim of improving the
relevant policies and management systems and enabling the
Managers to consider how ESG factors could impact long term
investment returns. The Managers’ statement of compliance with
the UK Stewardship Code can be found on the Managers’
website at bailliegifford.com. The Managers’ policy has been
reviewed and endorsed by the Board.
Climate Change
The Board recognises that climate change poses a serious threat
to our environment, our society and to economies and companies
around the globe. Addressing the underlying causes is likely to
result in companies that are high emitters of carbon facing greater
societal and regulatory scrutiny and higher costs to account for
the true environmental impact of their activities. The Managers
pursuit of long term growth opportunities typically involves
investment in entrepreneurial, disruptive and technology-driven
businesses. These companies are often capital-light with a low
carbon footprint.
The Manager has engaged an external provider to map the
carbon footprint of the portfolio, using the information to prioritise
engagement and understand what higher emitting companies
are doing to manage climate risk better. The carbon intensity of
Edinburgh Worldwide Investment Trust’s portfolio is 90.7% lower
than the index (S&P Global Small Cap Index). This analysis
estimate is based on the 79.7% of the value of the Company’s
portfolio which reports on carbon emissions and other carbon
related characteristics.
The Managers, Baillie Gifford & Co, are signatories to the United
Nations Principles for Responsible Investment and the Carbon
Disclosure Project and are also members of the Asian Corporate
Governance Association and International Corporate Governance
Network.
On behalf of the Board
Henry CT Strutt
Chairman
20 January 2023
Edinburgh Worldwide Investment Trust plc 37
The Audit and Management Engagement Committee consists
of all current independent Directors. With reference to the guidance
from the 2019 AIC Code of Corporate Governance it is considered
appropriate for Mr HCT Strutt, the Chairman, to be a member
of the Audit and Management Engagement Committee as he is
a qualified chartered accountant and as such brings significant
financial experience to the Committee. The members of the
Committee consider that they have the requisite financial skills
and experience to fulfil the responsibilities of the Committee.
Ms CA Roxburgh is Chairperson of the Committee, effective as
of the conclusion of the AGM held on 2 February 2022.
The Committee’s authority and duties are clearly defined within
its written terms of reference which are available on request from
the Company Secretaries and at edinburghworldwide.co.uk.
The terms of reference are reviewed annually.
The Committee’s effectiveness is reviewed on an annual basis as
part of the Board’s performance evaluation process.
At least once a year the Committee meets with the external
Auditor without any representative of the Managers being present.
Main Activities of the Committee
The Committee met twice during the year, and the external
Auditor, Ernst & Young LLP, attended both meetings. Baillie
Gifford & Co’s Internal Audit and Compliance Departments and
the AIFM’s permanent risk function provided reports on their
monitoring programmes for the meetings.
The matters considered, monitored and reviewed by the
Committee during the course of the year included the following:
— the preliminary results announcement and the Annual and
Interim Reports;
— the Company’s accounting policies and practices;
— the regulatory changes impacting the Company;
— the fairness, balance and understandability of the Annual
Report and Financial Statements and provide advice to the
Board whether it provided the information necessary for
shareholders to assess the Company’s performance,
business model and strategy;
the effectiveness of the Company’s internal control environment;
— appointment/reappointment, remuneration and terms of
engagement of the external Auditor;
whether the audit services contract should be put out to tender;
— the policy on the engagement of the external Auditor to supply
non-audit services;
— the independence and objectivity of the external Auditor and
the effectiveness of the external audit process;
— the need for the Company to have its own internal audit
function;
— internal controls reports received from the Managers and
Custodian;
— the terms of the Investment Management Agreement,
as described on page 29 and the continuing appointment
of the Managers; and
— the arrangements in place within Baillie Gifford & Co whereby
their staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other matters.
Internal Audit
The Committee continues to believe that the compliance and
internal controls systems and the internal audit function in place
within the Investment Managers provide sufficient assurance that a
sound system of internal control, which safeguards shareholders’
investment and the Company’s assets, is maintained. An internal
audit function, specific to the Company is therefore considered
unnecessary.
Financial Reporting
The Committee considers that the most significant issue likely
to affect the Financial Statements is the existence and valuation
of investments as they represent 99.3% of total assets and the
accuracy and completeness of income from investments.
Unlisted Investments
The Committee reviewed the Managers’ valuation approach
for investments in unlisted companies (as described on
page 16) and approved the value of all unlisted investments at
31 October 2022, following a detailed review of the valuation
of each investment and relevant challenge where appropriate.
The Managers agreed the holdings in certificated form to
confirmations from the Company’s custodian and holdings of
uncertificated unlisted investments were agreed to confirmations
from the relevant investee companies.
Listed Investments
The majority of the investments are in quoted securities and
market prices are readily available from independent external
pricing sources. The Committee reviewed the Managers’ Report
on Internal Controls which details the controls in place regarding
recording and pricing of investments and the reconciliation of
investment holdings to third party data.
T
he Managers agreed the prices of all the listed investments
at 31 October 2022 to external price sources and the holdings
were ag
reed to confirmations from the Company’s Custodian
or Transfer Age
nt.
Other Matters
The Committee reviewed the Managers’ Report on Internal
Controls which details the controls in place regarding completeness
and accurate recording of investment income. The accounting
treatment of each special dividend received or receivable during
the year are reviewed by the Managers as they arise.
The Committee considered the factors, including the impact of
Covid-19 and increasing geopolitical tensions, that might affect
the Company’s viability over a period of five years and its ability
to continue as a going concern until at least 20 January 2024,
which is at least twelve months from the date of approval of these
Financial Statements, together with reports from the Managers on
the cash position and cash flow projections of the Company, the
liquidity of its investment portfolio, compliance with debt covenants,
availability of borrowing facilities, and the Company’s ability to
meet its obligations as they fall due. The Committee also reviewed
the Viability Statement on page 11 and statement on Going
Concern on page 36 including the potential impact of Covid-19
and increasing geopolitical tensions. Following this assessment,
the Committee recommended to the Board the appropriateness
of the Going Concern basis in preparing the Financial Statements
and confirmed the accuracy of the Viability Statement and
statement on Going Concern.
Audit and Management Engagement Committee Report
Governance Report
38 Annual Report 2022
The Auditor confirmed to the Committee that the investments at
31 October 2022 had been valued in accordance with the stated
accounting policies. The value of all the listed investments had
been agreed to external price sources and the portfolio holdings
agreed to confirmations from the Company’s Custodian. The value
of unlisted investments had been supported by valuation papers
produced by the Manager’s Private Companies Valuations Group
and portfolio holdings agreed to confirmation of ownership
obtained directly from the investee Company.
The Managers and Auditor confirmed to the Committee that they
were not aware of any material misstatements in the context of the
Financial Statements as a whole and that the Financial Statements
are in accordance with applicable law and accounting standards.
FRC Review
The Financial Reporting Council (‘FRC’) reviewed the Company’s
Annual Report and Financial Statements for the year to 31 October
2021. There were no areas identified for improvement based
on the review. The FRC notes that its review does not provide
assurance that the Annual Report and Financial Statements are
correct in all material respects and that its role is not to verify the
information provided but to consider compliance with reporting
requirements.
Internal Controls and Risk Management
The Committee reviewed the effectiveness of the Company’s risk
management and internal controls systems as described on
page 35. No significant weaknesses were identified in the year
under review.
External Auditor
To fulfil its responsibility regarding the independence of the
external Auditor, the Committee reviewed:
— the Auditor’s audit plan for the current year which includes
a report from the Auditor describing their arrangements to
manage auditor independence and received confirmation
of their independence; and
— the extent of non-audit services provided by the external
Auditor. There were no non-audit fees in the year to
31 October 2022.
To assess the effectiveness of the external Auditor, the Committee
reviewed and considered:
— the Auditor’s fulfilment of the agreed audit plan;
— feedback from the Secretaries on the performance of the
audit team; and
— the Audit Quality Inspection Report on Ernst & Young LLP
issued by the FRC’s Audit Quality Review team.
Governance Report
To fulfil its responsibility for oversight of the external audit process
the Committee considered and reviewed:
— the Auditor’s engagement letter;
— the Auditor’s proposed audit strategy;
— the audit fee; and
— a report from the Auditor on the conclusion of the audit.
Ernst & Young LLP were appointed as the Company’s Auditor at
the Annual General Meeting held on 24 January 2017. The audit
partner responsible for the audit is to be rotated at least every five
years in accordance with professional and regulatory standards in
order to protect independence and objectivity and to provide fresh
challenge to the business. The year ending 31 October 2022 is the
first year out of a maximum of five for the current audit partner,
Ahmer Huda.
Ernst & Young LLP have confirmed that they believe they are
independent within the meaning of regulatory and professional
requirements and that the objectivity of the audit partner and staff
is not impaired.
Having carried out the review described above, the Committee is
satisfied that the Auditor remains independent and effective for
the purposes of this year’s audit and, as such, has not considered
it necessary to put the audit services contract out to tender.
There are no contractual obligations restricting the Committee’s
choice of Auditor.
Accountability and Audit
The respective responsibilities of the Directors and the Auditor
in connection with the Financial Statements are set out on pages
42 to 48.
On behalf of the Board
Caroline Roxburgh
Chairperson of the Audit and Management Engagement Committee
20 January 2023
Edinburgh Worldwide Investment Trust plc 39
Directors’ Remuneration Report
This report has been prepared in accordance with the
requirements of the Companies Act 2006.
Statement by the Chairman
The Directors’ Remuneration Policy is subject to shareholder
approval every three years or sooner if an alteration to the policy
is proposed. As the Remuneration Policy was last approved by
shareholders in January 2020, shareholders’ approval of the
policy is being sought at the forthcoming Annual General Meeting.
Your attention is drawn to Resolution 2 in the Notice of Annual
General Meeting on page 69. The policy for which approval is
being sought is set out below and is unchanged from that
currently in force.
The Board reviewed the level of fees during the year and
following a review of the Directors’ time commitment and the
fees paid by comparable trusts it was agreed that, with effect
from 1 November 2022, the Chairman’s fee would increase from
£40,500 to £42,000, the Directors’ fees would increase from
£27,000 to £28,000. The additional fee for the Audit and
Management Engagement Committee Chairperson and for the
Senior Independent Director would remain at £6,000 and £1,000
respectively. The fees were last increased on 1 November 2021.
Directors’ Remuneration Policy
The Board is composed wholly of non-executive Directors, none
of whom has a service contract with the Company. There is no
separate remuneration committee and the Board as a whole
considers changes to Directors’ fees from time to time. Baillie
Gifford & Co Limited, the Company Secretaries, provide comparative
information when the Board considers the level of Directors’ fees.
The Board’s policy is that the remuneration of Directors should
be set at a reasonable level that is commensurate with the duties
and responsibilities of the role and consistent with the requirement
to attract and retain Directors of the appropriate quality and
experience. The Board believes that the fees paid to the Directors
should reflect the experience of the Board as a whole, be fair and
should take account of the level of fees paid by comparable
investment trusts. Any views expressed by shareholders on the
fees being paid to Directors will be taken into consideration by
the Board when reviewing the Board’s policy on remuneration.
Non-executive Directors are not eligible for any other remuneration
or benefits apart from the reimbursement of allowable expenses.
There are no performance conditions relating to Directors’ fees
and there are no long term incentive schemes or pension schemes.
There is no notice period and no compensation is payable on loss
of office.
Limits on Directors’ Remuneration
The fees for the non-executive Directors are payable monthly
in arrears and are determined within the limit set out in the
Company’s Articles of Association which is currently £250,000
per annum in aggregate. Any change to this limit requires
shareholder approval.
The basic and additional fees payable to Directors in respect of
the year ended 31 October 2022 and the expected fees payable
in respect of the year ending 31 October 2023 are set out in the
table below. The fees payable to the Directors in the subsequent
financial periods will be determined following an annual review of
the Directors’ fees.
Expected
fees for
year ending
31 Oct 2023
£
Fees for
year ending
31 Oct 2022
£
Chairman’s fee 42,000 40,500
Non-executive Director fee 28,000 27,000
Additional fee for Chairperson of the Audit
and Management Engagement Committee 6,000 6,000
Additional fee for the Senior Independent
Director 1,000 1,000
Total aggregate annual fees that can be
paid to the Directors in any year under the
Directors’ Remuneration Policy, as set out in
the Company’s Articles of Association
* 250,000 250,000
* Approved by shareholders 2 February 2022.
Annual Report on Remuneration
An ordinary resolution for the approval of this report will be put
to the members at the forthcoming Annual General Meeting.
The law requires the Company’s Auditor to audit certain of the
disclosures provided in this report. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion is
included in their report on pages 43 to 48.
Governance Report
40 Annual Report 2022
Directors’ Remuneration for the Year (audited)
The Directors who served during the year received the following remuneration in the form of fees and taxable benefits. This represents
the entire remuneration paid to the Directors.
Name
2022
Fees
£
2022
Taxable
benefits *
£
2022
Total
£
2021
Fees
£
2021
Taxable
benefits *
£
2021
Total
£
HCT Strutt (Chairman)
40,500 2,837 43,337 36,500 36,500
CA Roxburgh
(Audit and Management
Engagement Committee Chairperson)
31,454 418 31,872 25,000 25,000
DAJ Cameron
28,546 28,546 30,000 30,000
WJ Ducas (retired 30 June 2021) 16,667 16,667
H James 28,000 1,508 29,508 25,000 25,000
JA Simpson-Dent
27,000 3,322 30,322 25,000 25,000
MIG Wilson
27,000 3,521 30,521 25,000 25,000
182,500 11,606 194,106 183,167 183,167
* Comprises expenses incurred by Directors in the course of travel to attend Board and Committee meetings.
Mr DAJ Cameron stood down as Chairman of the Audit and Management Engagement Committee and Ms CA Roxburgh was appointed to
this position at the conclusion of the AGM held on 2 February 2022.
Annual Percentage Change in Remuneration
This represents the annual percentage change in the total
remuneration paid to the Directors.
Name
% change from
2021 to 2022
% change from
2020 to 2021
HCT Strutt
18.7 (2.8)
CA Roxburgh 27.5 38.9
DAJ Cameron (4.8) 5.3
H James 18.0 (2.1)
JA Simpson-Dent 21.3 38.9
MIG Wilson 22.1 (2.9)
Directors’ Interests (audited)
The Directors are not required to hold shares in the Company.
The Directors at the financial year end, and their interests in the
Company, were as shown below. There have been no changes
intimated in the Directors’ interests up to 19 January 2023.
Name
Nature
of interest
Ordinary
shares held at
31 Oct 2022
Ordinary
shares held at
31 Oct 2021
HCT Strutt Beneficial 358,000 358,000
DAJ Cameron Beneficial 8,717 8,717
H James Beneficial 45,936 34,064
CA Roxburgh Beneficial 20,488 20,488
JA Simpson-Dent Beneficial 72,966 31,966
MIG Wilson Beneficial 99,949 99,949
Neither Ms JK McCracken nor Dr M Gunn held shares in the Company as
at 31 October 2022 or 19 January 2023.
Statement of Voting at Annual General Meeting
At the Annual General Meeting held on
22 January 2020, of the
proxy votes received in respect of the Directors’ Remuneration
Policy, 99.3% were in favour, 0.4% were against and votes
withheld were 0.3%.
At the Annual General Meeting held on 2 February 2022, of the
proxy votes received in respect of the Directors’ Remuneration
Report, 98.7% were in favour, 1.1% were against and votes
withheld were 0.2%.
Relative Importance of Spend on Pay
As the Company has no employees, the Directors do not consider
it appropriate to present a table comparing remuneration paid
to employees with distributions to shareholders. The Directors’
remuneration for the year is set out above. There were no distributions
to shareholders by way of dividend or share repurchases during
the year (2021 – none).
Directors’ Service Details
Name
Date of
appointment
Due date for
election/re-election
HCT Strutt 1 November 2011 AGM in 2023
DAJ Cameron 2 December 2010 Retiring, AGM in 2023
H James 2 December 2010 AGM in 2023
JK McCracken 1 November 2022 AGM in 2023
CA Roxburgh 1 February 2020 AGM in 2023
JA Simpson-Dent 1 February 2020 AGM in 2023
MIG Wilson 8 December 2016 AGM in 2023
Dr M Gunn is to be appointed to the Board on 1 March 2023,
and will stand for election at the AGM in 2023.
Governance Report
Edinburgh Worldwide Investment Trust plc 41
Company Performance
The following graph compares, for the ten financial years ended
31 October 2022, the share price total return (assuming all
dividends are reinvested) to Edinburgh Worldwide ordinary
shareholders compared to the total shareholder return on a
notional investment made up of shares in the component parts of
the FTSE All-Share Index. This index was chosen for comparison
purposes as it is a widely used measure of performance for UK
listed companies. Comparative Index provided for information
purposes only.
Performance Graph
Edinburgh Worldwide’s Share Price, FTSE All-Share Index and
Comparative Index
*
(figures have been rebased to 100 at 31 October 2012)
Cumulative to 31 October
Source: Refinitiv and relevant underlying index providers.
See disclaimer on page 75.
Edinburgh Worldwide share price
FTSE All-Share Index
Comparative Index
*
(in sterling terms)
All figures are total return (assuming all dividends reinvested).
*
MSCI All Countries World Index (in sterling terms) until 31 January 2014, thereafter
the S&P Global Small Cap Index total return (in sterling terms). The comparative
index data has been chain linked to form one comparative index figure.
See disclaimer on page 75.
0
100
700
600
500
200
300
400
2012 20132015 2017 2020 20222014 2016 2018 2019 2021
Past performance is not a guide to future performance.
Approval
The Directors’ Remuneration Report on pages 39 to 41 was
approved by the Board of Directors and signed on its behalf
on 20 January 2023.
Henry CT Strutt
Chairman
Governance Report
42 Annual Report 2022
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law they have
elected to prepare the Financial Statements in accordance with
applicable law and United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice)
including FRS 102 ‘The Financial Reporting Standard applicable
in the UK and Republic of Ireland’.
Under company law the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss
of the Company for that period.
In preparing these Financial Statements, the Directors are required
to:
— select suitable accounting policies and then apply them
consistently;
— make judgements and accounting estimates that are
reasonable and prudent;
— state whether applicable United Kingdom Accounting
Standards have been followed, subject to any material
departures disclosed and explained in the Financial
Statements; and
— prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the Financial Statements comply with 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.
Under applicable laws and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
a Directors’ Remuneration Report and a Corporate Governance
Statement that complies with that law and those regulations.
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
The Directors have delegated responsibility to the Managers for
the maintenance and integrity of the Company’s page of the
Managers’ website. Legislation in the United Kingdom governing
the preparation and dissemination of Financial Statements may
differ from legislation in other jurisdictions. The work carried out
by the Auditor does not involve any consideration of these
matters and, accordingly, the Auditor accepts no responsibility for
any changes that may have occurred to the Financial Statements
since they were initially presented on the website.
Each of the Directors, who were in office at the date of approval
of the Financial Statements whose names and functions are listed
within the Directors and Management section, confirm that,
to the best of their knowledge:
— the Financial Statements, which have been prepared in
accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice) including FRS 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of
Ireland’, give a true and fair view of the assets, liabilities,
financial position and net return of the Company;
— the Annual Report and Financial Statements taken as a
whole is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy; and
— the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks
and uncertainties that it faces.
On behalf of the Board
Henry CT Strutt
Chairman
20 January 2023
Governance Report
Edinburgh Worldwide Investment Trust plc 43
Financial Report
Independent Auditor’s Report
To the Members of Edinburgh Worldwide Investment Trust plc
Opinion
We have audited the financial statements of The Edinburgh
Worldwide Investment Trust plc for the year ended 31 October 2022
which comprise Income Statement, Balance Sheet, Statement of
Changes in Equity, Cash Flow Statement and the related notes,
including the principal accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards including FRS
102 ‘The Financial Reporting Standard applicable in the UK and
Republic of Ireland’ (United Kingdom Generally Accepted
Accounting Practice).
In our opinion, the financial statements:
— give a true and fair view of the Company’s affairs as at
31 October 2022 and of its loss for the year then ended;
— have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
— have been prepared in accordance with the requirements
of the Companies Act 2006.
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.
Independence
We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
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:
— Confirming our understanding of the Company’s going
concern assessment process by engaging with the Directors
and the Company Secretary to determine if all key factors
were considered in their assessment.
— Inspecting the Directors’ assessment of going concern,
including the revenue forecast, for the period to 30 April 2024
which is at least 12 months from the date the financial
statements were authorised for issue. The Company has
concluded that it is able to continue to meet its ongoing
costs as they fall due.
— Inspecting the Directors’ assessment of the risk of breaching
the debt covenants as a result of a reduction in the value of
the Company’s portfolio. Considering the mitigating factors
included in the going concern assessment, including a review
of the Company’s assessment of the liquidity of the
investments held and evaluating the Company’s ability to sell
investments in order to repay borrowings or cover the working
capital requirements of the Company.
— Reviewing the Company’s going concern disclosures included
in the annual report in order to assess whether the disclosures
were appropriate and in conformity with the reporting standards
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 the period
to 30 April 2024 which is at least 12 months from when the
financial statements are authorised for issue.
In relation to the Company’s reporting on how they have 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. However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters
Incorrect valuation or ownership of the
investment portfolio
Incomplete or inaccurate revenue
recognition, including the classification of
special dividends as revenue or capital
items in the Income Statement
Materiality
Overall materiality of £7.76m which
represents 1% of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
financial statements. We take into account size, risk profile,
the organisation of the Company and effectiveness of controls,
including controls and changes in the business environment when
assessing the level of work to be performed. All audit work was
performed directly by the audit engagement team and relevant
specialists.
44 Annual Report 2022
Financial Report
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined that
the impact of climate change may impact investee company valuations and in turn the Company’s own share price. This is explained on
pages 9 and 10 in the principal and emerging risks section, which form part of the ‘Other Information’, rather than the audited financial
statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially consistent with the
financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements
as set out in note 1(a) and conclusion that there was no further impact of climate change to be taken into account as the investments
are valued based on market pricing as required by FRS102. We also challenged the Directors’ considerations of climate change in their
assessment of viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Incorrect valuation and ownership of the listed
and unquoted investments
(as described on
page 37 in the Report of the Audit Committee
and as per the accounting policy set out on
page 54).
The valuation of the investment portfolio at
31 October 2022 was £872.80m (2021 –
£1,376.37m) consisting of quoted investments
with an aggregate value of £696.13m (2021 –
£1,244.77m), unquoted equities with an
aggregate value of £176.67m (2021 – £151.60m).
The valuation of the assets held in the investment
portfolio is the key driver of the Company’s net
asset value and total return. Incorrect investment
pricing, or a failure to maintain proper legal title to
the investments held by the Company could have
a significant impact on the portfolio valuation and
the return generated for shareholders.
The fair value of quoted investments is
determined by reference to bid value or the last
traded price depending on the convention of the
exchange on which the investment is quoted.
Unquoted investments are valued at fair value by
the Directors following a detailed review and
appropriate challenge of the valuations proposed
by the Baillie Gifford Fair Value Pricing Group.
The unquoted investment policy applies
methodologies consistent with the International
Private Equity and Venture Capital Valuation
guidelines (‘IPEV’).
The valuation of the unquoted investments, and
the resultant impact on the unrealised gains/
(losses), is the area requiring the most significant
judgment and estimation in the preparation of the
financial statements and has been classified as
an area of fraud risk.
We have performed the following procedures:
We obtained an understanding of Baillie Gifford’s processes
and controls surrounding legal title and pricing of quoted and
unquoted investments by performing walkthrough procedures in
which we evaluated the design and implementation of controls.
For all quoted investments in the portfolio, we compared the
market prices and exchange rates applied to an independent
pricing vendor and recalculated the investment valuations at
the year end.
We inspected the stale pricing reports produced by Baillie Gifford
to identify prices that have not changed within one business
day and verified whether the quoted price is a valid fair value.
Where we identified stale prices, we noted these were nil valued
and agreed this to pricing vendor information, verifying the
circumstances to confirm a nil value was appropriate.
For the unquoted investments held as at 31 October 2022 the
audit team or our valuations specialists reviewed and challenged
the valuations:
Reviewed the valuation papers prepared by the Investment
Manager’s Private Companies Valuation Group and Fair Value
Pricing Group to gain an understanding of, and assess,
the valuation methodologies and assumptions.
Discussed the unquoted valuations with the Investment
Manager’s Private Companies Valuation Group to understand
their valuation approach and to challenge certain areas of their
approach, documentation and valuation conclusions.
Assessed whether the valuations have been performed in line
with the valuation approaches as set out in UK GAAP and the
International Private Equity and Venture capital (‘IPEV’) guidelines.
Assessed the appropriateness of the data inputs and
challenged the assumptions used to support the valuations.
— Asses
sed other facts and circumstances, such as market
movement and comparative Company information, that have
an impact on the fair market value of the investments and
assessed whether managements valuation is reasonable.
Where our testing identified instances where valuations were
outside the expected range, we held further discussions with
Baillie Gifford and the Audit Committee. In those discussions,
we discussed market trends and the valuation process and
requested further support for the valuation assumptions
where appropriate. We concluded that all sampled valuations
were not materially misstated.
The results of our
procedures identified no
material misstatement in
relation to the risk of
incorrect valuation or
ownership of the
investment portfolio.
Edinburgh Worldwide Investment Trust plc 45
Financial Report
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
For all purchases of unquoted investments and a sample of
quoted investments in the period, we obtained supporting
documents from Baillie Gifford and have agreed these to the
purchase cost per the accounting records and to the bank
statements.
We tested the unrealised gains/losses on investments
as at the year end using the book-cost reconciliation.
We compared the Company’s investment holdings at
31 October 2022 to independent confirmations received directly
from the Company’s Depositary or from the investee company.
Incomplete or inaccurate revenue recognition,
including the classification of special
dividends as revenue or capital items in the
Income Statement
(per the Audit Committee
report set out on page 37 and the accounting
policy set out on page 55).
The total revenue for the year to 31 October 2022
was £0.99m (2021 – £0.88m), consisting
primarily of dividend income from quoted equity
investments.
There is a risk of incomplete or inaccurate
recognition of revenue through the failure to
recognise proper income entitlements or to
apply an appropriate accounting treatment.
The Directors may be required to exercise
judgment in determining whether income
receivable in the form of special dividends
should be classified as ‘revenue’ or ‘capital’
in the Income Statement.
We have performed the following procedures:
We obtained an understanding of Baillie Gifford’s processes
and controls surrounding revenue recognition including the
classification of special dividends by performing walkthrough
procedures.
For all dividends, we recalculated the income by multiplying the
investment holdings at the ex-dividend date, traced from the
accounting records, by the dividend per share, which was
agreed to an independent data vendor. We agreed a sample to
bank statements and, where applicable, we also agreed the
exchange rates to an external source.
To test completeness of recorded income, we tested that
dividends had been recorded for a sample of investee companies
with reference to investee company announcements obtained
from an independent data vendor.
For all dividends accrued at the year end, we reviewed the
investee company announcements to assess whether the
dividend obligation arose prior to 31 October 2022. We agreed
the dividend rate to corresponding announcements made by the
investee company, recalculated the dividend amount receivable
and confirmed this was consistent with cash received as shown
on post year-end bank statements.
We performed a review of the income and acquisition and
disposal reports produced by Baillie Gifford to identify all special
dividends received and accrued during the period, above our
testing threshold. The special dividends that had been received
by the Company in the year which were individually and in
aggregate below our testing threshold.
The results of our
procedures identified no
material misstatement in
relation to the risk of
incomplete or inaccurate
revenue recognition,
including incorrect
classification of special
dividends as revenue or
capital items in the
Income Statement.
46 Annual Report 2022
Financial Report
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Company to be £7.76m
(2021 – £13.41m), which is 1% (2021 – 1%) of shareholders’
funds. We believe that shareholders’ funds provides us with a
materiality aligned to the key measure of the Company’s
performance.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment, our
judgment was that performance materiality was 75% (2021 – 75%)
of our planning materiality, namely £5.82m (2021 – £10.06m).
We have set performance materiality at this percentage due
to our past experience of the audit that indicates a lower risk
of misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of £0.39m (2021 – £0.67m),
which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
this 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 the other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
— the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
— the Strategic Report and Directors’ Reports have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by
exception
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
Directors’ Report.
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.
Edinburgh Worldwide Investment Trust plc 47
Financial Report
Corporate Governance Statement
We have reviewed 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 by the Listing Rules.
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:
— Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 36;
— Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 36;
— Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 36;
— Directors’ statement on fair, balanced and understandable set
out on page 42;
— Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 9;
— The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 35; and
— The section describing the work of the audit committee set
out on pages 37 and 38.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibility Statement
set out on page 42, 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.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. 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 or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with governance
of the Company and management:
— We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are United Kingdom
Generally Accepted Accounting Practice, the Companies Act
2006, the Association of Investment Companies Code of
Corporate Governance, The Association of Investment
Companies Statement of Recommended Practice, the Listing
Rules, the UK Corporate Governance Code, Section 1158
of the Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018.
— We understood how the Company is complying with those
frameworks through discussions with the Audit Committee
and Company Secretary and review of Board minutes and
the Company’s documented policies and procedures.
— We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified fraud risks with respect to
the incorrect valuation of the unquoted investments and the
resulting impact on the unrealised gains/(losses) and
incomplete or inaccurate revenue recognition through
incorrect classification of special dividends as revenue or
capital items in the Income Statement. Further discussion of
our approach is set out in the section on key audit matters
above.
— Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved review of the reporting
to the Directors with respect to the application of the
documented policies and procedures and review of the
financial statements to ensure compliance with the reporting
requirements of the Company.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
48 Annual Report 2022
Financial Report
Other matters we are required to address
Following the recommendation from the Audit Committee, we
were appointed by the Company at its Annual General Meeting on
24 January 2017 to audit the financial statements for the year
ended 31 October 2017 and subsequent financial periods. The
period of total uninterrupted engagement including previous
renewals and reappointments is six years, covering the years
ending 31 October 2017 to 31 October 2022.
The audit opinion is consistent with the additional report to
the Audit Committee.
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.
Ahmer Huda (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
20 January 2023
Edinburgh Worldwide Investment Trust plc 49
Income Statement
Financial Report
For the year ended 31 October
Notes
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
(Losses)/gains on investments 8 (528,279) (528,279) 178,323 178,323
Currency losses 12 (6,070) (6,070) (1,631) (1,631)
Income 2 986 986 827 827
Investment management fee 3 (1,277) (3,830) (5,107) (1,952) (5,857) (7,809)
Other administrative expenses 4 (953) (953) (907) (907)
Net return before finance costs
and taxation (1,244) (538,179) (539,423) (2,032) 170,835 168,803
Finance costs of borrowings 5 (675) (2,026) (2,701) (340) (1,019) (1,359)
Net return before taxation (1,919) (540,205) (542,124) (2,372) 169,816 167,444
Tax 6 (57) (57) (50) (50)
Net return after taxation (1,976) (540,205) (542,181) (2,422) 169,816 167,394
Net return per ordinary share 7 (0.49p) (134.82p) (135.31p) (0.62p) 43.37p 42.75p
The total column of this Statement represents the profit and loss account of the Company. The supplementary revenue and capital columns
are prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this Statement derive from continuing operations.
A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return
after taxation is both the profit and comprehensive income for the year.
The accompanying notes on pages 53 to 68 are an integral part of the Financial Statements.
50 Annual Report 2022
Balance Sheet
The accompanying notes on pages 53 to 68 are an integral part of the Financial Statements.
As at 31 October
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Fixed assets
Investments held at fair value through profit or loss 8 872,804 1,376,365
Current assets
Debtors 9 4,882 322
Cash and cash equivalents 17 11,131 33,127
16,013 33,449
Creditors
Amounts falling due within one year 10 (113,251) (68,459)
Net current liabilities (97,238) (35,010)
Net assets 775,566 1,341,355
Capital and reserves
Share capital 11 4,058 4,052
Share premium account 12 499,723 497,999
Special reserve 12 35,220 35,220
Capital reserve 12 242,654 808,197
Revenue reserve 12 (6,089) (4,113)
Shareholders’ funds 775,566 1,341,355
Net asset value per ordinary share 13 197.70p 331.03p
The Financial Statements of Edinburgh Worldwide Investment Trust plc (Company registration number SC184775) were approved and
authorised for issue by the Board and were signed on 20 January 2023.
Henry CT Strutt
Chairman
Financial Report
Edinburgh Worldwide Investment Trust plc 51
Statement of Changes in Equity
For the year ended 31 October 2022
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 November 2021 4,052 497,999 35,220 808,197 (4,113) 1,341,355
Ordinary shares issued 11 6 1,724 1,730
Ordinary shares bought back into treasury 11 (25,338) (25,338)
Net return after taxation 12 (540,205) (1,976) (542,181)
Shareholders’ funds at 31 October 2022 4,058 499,723 35,220 242,654 (6,089) 775,566
The accompanying notes on pages 53 to 68 are an integral part of the Financial Statements.
For the year ended 31 October 2021
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 November 2020 3,543 316,281 35,220 638,381 (1,691) 991,734
Ordinary shares issued 11 509 181,718 182,227
Net return after taxation 12 169,816 (2,422) 167,394
Shareholders’ funds at 31 October 2021 4,052 497,999 35,220 808,197 (4,113) 1,341,355
Financial Report
52 Annual Report 2022
The accompanying notes on pages 53 to 68 are an integral part of the Financial Statements.
Cash Flow Statement
For the year ended 31 October
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Cash flows from operating activities
Net return before taxation (542,124) 167,444
Net losses/(gains) on investments 528,279 (178,323)
Currency losses 6,070 1,631
Finance costs of borrowings 2,701 1,359
Overseas withholding tax incurred (57) (50)
Changes in debtors and creditors (754) 416
Cash from operations
* (5,885) (7,523)
Interest paid (1,942) (1,244)
Net cash outflow from operating activities (7,827) (8,767)
Cash flows from investing activities
Acquisitions of investments (138,189) (305,256)
Disposals of investments 115,592 108,235
Net cash outflow from investing activities (22,597) (197,021)
Cash flows from financing activities
Ordinary shares issued 11 1,730 182,227
Ordinary shares bought back into treasury and stamp duty thereon 11 (24,906)
Bank loans drawn down 335,346 318,406
Bank loans repaid (306,862) (299,373)
Net cash inflow from financing activities 5,308 201,260
Decrease in cash and cash equivalents (25,116) (4,528)
Exchange movements 3,120 (3,239)
Cash and cash equivalents at 1 November 33,127 40,894
Cash and cash equivalents at 31 October 11,131 33,127
* Cash from operations includes dividends received of £956,000 (2021 – £781,000) and interest received of £100,000 (2021 – nil).
Financial Report
Edinburgh Worldwide Investment Trust plc 53
The Company was incorporated under the Companies Act 2006
in Scotland as a public limited company with registered number
SC184775. The Company is an investment company within the
meaning of section 833 of the Companies Act 2006 and carries
on business as an investment trust.
1 Principal Accounting Policies
The Financial Statements for the year to 31 October 2022 have
been prepared in accordance with FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ and on the
basis of the accounting policies set out below which are unchanged
from the prior year and have been applied consistently.
(a) Basis of Accounting
All of the Company’s operations are of a continuing nature and
the Financial Statements are prepared on a going concern basis
under the historical cost convention, modified to include the
revaluation of fixed asset investments at fair value through profit or
loss, and on the assumption that approval as an investment trust
under section 1158 of the Corporation Tax Act 2010 and the
Investment Trust (Approved Company) (Tax) Regulations 2011 will
be retained. The Board has, in particular, considered the impact
of market volatility since the Covid-19 pandemic and over recent
months due to macroeconomic and geopolitical concerns,
including rising inflation and interest rates and the Russia-Ukraine
war but does not believe the Company’s going concern status is
affected. The Company’s assets, the majority of which are
investments in quoted securities which are readily realisable,
exceed its liabilities significantly. All borrowings require the prior
approval of the Board. Gearing levels and compliance with
borrowing covenants are reviewed by the Board on a regular
basis. The Company has continued to comply with the investment
trust status requirements of section 1158 of the Corporation Tax
Act 2010 and the Investment Trust (Approved Company) (Tax)
Regulations 2011. The Company’s primary third party suppliers,
including its Managers and Secretaries, Depositary and
Custodian, Registrar, Auditor and Broker, are not experiencing
significant operational difficulties affecting their respective services
to the Company. Accordingly, the Financial Statements have been
prepared on a going concern basis as it is the Directors’ opinion,
having assessed the principal and emerging risks and other
matters including the impact of the Covid-19 pandemic set out in
the Viability Statement on page 11 which assesses the prospects
of the Company over a period of five years, that the Company will
continue in operational existence until 20 January 2024, which is
for a period of at least twelve months from the date of approval of
these Financial Statements.
The Financial Statements have been prepared in accordance with
the Companies Act 2006, applicable United Kingdom Accounting
Standards and with the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and Venture
Capital Trusts’ issued by the Association of Investment Companies
(‘AIC’) in November 2014 and updated in October 2019, April
2021 and July 2022 with consequential amendments (the July
2022 amendments are effective for periods commencing after
1 January 2022 however the Company is early adopting).
In order to reflect better the activities of the Company and in
accordance with guidance issued by the AIC, supplementary
information which analyses the profit and loss account between
items of a revenue and capital nature has been presented in the
Income Statement.
In preparing these Financial Statements the Directors have
considered the impact of climate change risk as a principal risk as
set out on page 9. In line with FRS 102 investments are valued at
fair value, being primarily quoted prices for investments in active
markets at the balance sheet date, and therefore reflect market
participants’ view of climate change risk. Unlisted investments,
valued by reference to comparable companies (see 1(e) below),
similarly reflect market participants’ view of climate change risk.
(b) Functional Currency
The Directors consider the Company’s functional and
presentational currency to be sterling as the Company’s share
capital is denominated in sterling, the entity is listed on a sterling
stock exchange in the UK, the Company’s shareholders are
predominantly based in the UK and the Company and its
investment manager, who are subject to the UK’s regulatory
environment, are also UK based.
(c) Financial Instruments
Financial assets and financial liabilities are recognised in the
Company’s Balance Sheet when it becomes a party to the
contractual provisions of the instrument.
(d) Accounting Estimates, Assumptions and Judgements
The preparation of the Financial Statements requires the use
of estimates, assumptions and judgements. These estimates,
assumptions and judgements affect the reported amounts of
assets and liabilities, at the reporting date. While estimates are
based on best judgement using information and financial data
available, the actual outcome may differ from these estimates.
The key sources of estimation and uncertainty relate to the fair
value of the unlisted investments.
Judgements
The Directors consider that the preparation of the Financial
Statements involves the following key judgements:
(i) the determination of the functional currency of the Company
as sterling (see rationale in 1(b) above); and
(ii) the fair valuation of the unlisted investments.
The key judgements in the fair valuation process are:
(
i) the Managers’ determination of the appropriate application of
the International Private Equity and Venture Capital Valuation
(‘IPEV’) Guidelines 2018 to each unlisted investment; and
(ii) the Directors’ consideration of whether each fair value is
appropriate following detailed review and challenge. The
judgement applied in the selection of the methodology used
(see 1(e) below) for determining the fair value of each unlisted
investment can have a significant impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the determination
of the fair value of the unlisted investments by the Managers for
consideration by the Directors. This estimate is key as it
significantly impacts the valuation of the unlisted investments at
the Balance Sheet date. The fair valuation process involves
estimation using subjective inputs that are unobservable (for
which market data is unavailable). The main estimates involved
in the selection of the valuation process inputs are:
(i) the selection of appropriate comparable companies in order
to derive revenue multiples and meaningful relationships
between enterprise value, revenue and earnings growth.
Comparable companies are chosen on the basis of their
business characteristics and growth patterns;
Notes to the Financial Statements
Financial Report
54 Annual Report 2022
(ii) the selection of a revenue metric (either historical or forecast);
(iii) the application of an appropriate discount factor to reflect the
reduced liquidity of unlisted companies versus their listed
peers;
(iv) the estimation of the probability assigned to an exit being
through an initial public offering (‘IPO’) or a company sale;
(v) the selection of an appropriate industry benchmark index
to assist with the valuation validation or the application of
valuation adjustments, particularly in the absence of
established earnings or closely comparable peers; and
(vi) the calculation of valuation adjustments derived from
milestone analysis (i.e. incorporating operational success
against the plan/forecasts of the business into the valuation).
Fair value estimates are cross-checked to alternative estimation
methods where possible to improve the robustness of the
estimates. As the valuation outcomes may differ from the fair
value estimates a price sensitivity analysis is provided in Other
Price Risk Sensitivity in note 17 on pages 65 to 67 to illustrate the
effect on the Financial Statements of an over or under estimation
of fair values. The risk of an over or under estimation of fair values
is greater when methodologies are applied using more subjective
inputs.
Assumptions
The determination of fair value by the Managers involves key
assumptions dependent upon the valuation technique used. As
explained in 1(e) below, the primary technique applied under the
IPEV Guidelines is the Multiples approach. Where the Multiples
approach is used the valuation process recognises also, as stated
in the IPEV Guidelines, that the price of a recent investment may
be an appropriate calibration for estimating fair value. The
Multiples approach involves subjective inputs and therefore
presents a greater risk of over or under estimation and particularly
in the absence of a recent transaction.
The key assumptions for the Multiples approach are that the
selection of comparable companies provides a reasonable basis
for identifying relationships between enterprise value, revenue and
growth to apply in the determination of fair value. Other
assumptions include:
(i) the discount applied for reduced liquidity versus listed peers;
(ii) the exit being through either an IPO or a company sale; and
(iii) that the application of milestone analysis and industry
benchmark indices are a reasonable basis for applying
appropriate adjustments to the valuations. Valuations are
cross-checked for reasonableness to alternative Multiples-
based approaches or benchmark index movements as
appropriate.
(e) Investments
The Company’s investments are classified, recognised and
measured at fair value through profit or loss in accordance with
sections 11 and 12 of FRS 102. Changes in the fair value of
investments and gains and losses on disposal are recognised as
capital items in the Income Statement.
Recognition and Initial Measurement
Purchases and sales of investments are accounted for on a trade
date basis. Expenses incidental to purchase and sale are written
off to capital at the time of acquisition or disposal. All investments
are designated as valued at fair value through profit or loss upon
initial recognition and are measured at subsequent reporting
dates at fair value.
Measurement and Valuation
Listed Investments The fair value of listed security investments
is bid value or, in the case of holdings on certain recognised
overseas exchanges, at last traded prices.
Unlisted Investments Unlisted investments are valued at fair
value by the Directors following a detailed review and appropriate
challenge of the valuations proposed by the Managers. The
Managers’ unlisted investment valuation policy applies techniques
consistent with the IPEV Guidelines.
The techniques applied are predominantly market-based
approaches. The market-based approaches available under IPEV
Guidelines are set out below and are followed by an explanation
of how they are applied to the Company’s unlisted portfolio:
— Multiples;
— Industry Valuation Benchmarks; and
— Available Market Prices.
The nature of the unlisted portfolio currently will influence the
valuation technique applied. The valuation approach recognises
that, as stated in the IPEV Guidelines, the price of a recent
investment, if resulting from an orderly transaction, generally
represents fair value as at the transaction date and may be an
appropriate starting point for estimating fair value at subsequent
measurement dates. However, consideration is given to the facts
and circumstances as at the subsequent measurement date,
including changes in the market or performance of the investee
company. Milestone analysis is used where appropriate to
incorporate the operational progress of the investee company into
the valuation. Additionally, the background to the transaction must
be considered. As a result, various Multiples-based techniques
are employed to assess the valuations particularly in those
companies with established revenues. Discounted cashflows are
used where appropriate. An absence of relevant industry peers
may preclude the application of the Industry Valuation
Benchmarks technique and an absence of observable prices may
preclude the Available Market Prices approach. All valuations are
cross-checked for reasonableness by employing relevant
alternative techniques.
The unlisted investments are valued according to a three monthly
cycle of measurement dates from the date of purchase. The fair
value of the unlisted investments will also be reviewed before the
next scheduled three monthly measurement date on the following
occasions:
— at the year end and half year end of the Company; and
— where there is an indication of a change in fair value as
defined in the IPEV guidelines (commonly referred to as
‘trigger’ events).
Gains and Losses
Gains and losses on investments, including those arising from
foreign currency exchange differences, are recognised in the
Income Statement as capital items. The Managers monitor the
investment portfolio on a fair value basis and uses the fair value
basis for investments in making investment decisions and
monitoring financial performance.
Financial Report
Edinburgh Worldwide Investment Trust plc 55
(f) Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and deposits
repayable on demand. Deposits are repayable on demand if they
can be withdrawn at any time without notice and without penalty
or if they have a maturity or period of notice of not more than one
working day.
(g) Income
(i) Income from equity investments is brought into account on
the date on which the investments are quoted ex-dividend or,
where no ex-dividend date is quoted, when the Company’s
right to receive payment is established.
(ii) If scrip dividends are taken in lieu of dividends in cash, the
net amount of the cash dividend declared is credited to the
revenue column of the Income Statement. Any excess in the
value of the shares received over the amount of the cash
dividend foregone is recognised in the capital column of the
Income Statement.
(iii) Special dividends are treated as capital or revenue depending
on the facts of each particular case.
(iv) Unfranked investment income and overseas dividends include
the taxes deducted at source.
(v) Underwriting commission and interest receivable on deposits
is recognised on an accruals basis.
(h) Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged to the revenue column of the Income Statement
except:
(i) where they relate directly to the acquisition or disposal of an
investment (transaction costs), in which case they are charged
to the capital within gains/losses on investments; and
(ii) they relate directly to the buy-back/issuance of shares, in
which case they are added to the buy-back cost or deducted
from the share issuance proceeds.
The investment management fee is allocated 25% to revenue and
75% to capital, in line with the Board’s expectation of returns from
the Company’s investments over the long term in the form of
revenue and capital respectively.
(i) Borrowings and Finance Costs
Any borrowings are carried in the Balance Sheet at amortised
cost, representing the cumulative amount of net proceeds
after issue, plus accrued finance costs. The finance costs of
borrowings are allocated 25% to the revenue account and 75%
to the capital reserve. Gains and losses on the repurchase or
early settlement of debt are wholly charged to capital.
(j) Deferred Taxation
Deferred taxation is provided on all timing differences which have
originated but not reversed by the Balance Sheet date, calculated
at the current tax rates expected to apply when its timing
differences reverse, based on what has been enacted or
substantially enacted, relevant to the benefit or liability. Deferred
tax assets are recognised only to the extent that it will be more
likely than not that there will be taxable profits from which
underlying timing differences can be deducted.
(k) Foreign Currencies
Transactions involving foreign currencies are converted at the rate
ruling at the time of the transaction. Monetary assets and liabilities
in foreign currencies are translated at the closing rates of
exchange at the Balance Sheet date. Any gain or loss arising from
a change in exchange rate subsequent to the date of the
transaction is included as an exchange gain or loss in the Income
Statement and classified as a revenue or capital item as
appropriate.
(l) Capital Reserve
Gains and losses on disposal of investments, changes in the fair
value of investments held, exchange differences of a capital
nature and the amount by which other assets and liabilities valued
at fair value differ from their book cost are dealt with in this
reserve. Purchases of the Company’s own shares can also be
funded from this reserve. 75% of management fees and finance
costs are allocated to the capital reserve in line with the Board’s
expectation of returns from the Company’s investments over the
long term in the form of revenue and capital respectively.
(m) Single Segment Reporting
The Company has only one material segment being that of an
investment trust company, investing primarily in listed companies
throughout the world.
Financial Report
56 Annual Report 2022
2 Income
2022
£’000
2021
£’000
Income from investments
UK dividends 410 411
Overseas dividends 472 402
Overseas interest 4 14
886 827
Other income
Deposit interest 100
Total income 986 827
Total income comprises:
Dividends from financial assets designated at fair value through profit or loss 882 813
Interest from financial assets designated at fair value through profit or loss 4 14
Interest from financial assets not at fair value through profit or loss 100
986 827
3 Investment Management Fee
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Investment management fee 1,277 3,830 5,107 1,952 5,857 7,809
Details of the Investment Management Agreement are disclosed on page 29. The annual management fee is 0.75% on the first £50 million
of net assets, 0.65% on the next £200 million of net assets and 0.55% on the remaining net assets. Management fees are calculated and
payable quarterly.
4 Other Administrative Expenses – all charged to the revenue column of the income statement
2022
£’000
2021
£’000
Directors’ fees (see Directors’ Remuneration Report on page 40) 183 183
Auditor’s remuneration for audit services (exclusive of VAT) 64 45
General administrative expenses 533 479
Depositary fees 173 200
953 907
There were no non-audit fees in the year to 31 October 2022 or 31 October 2021.
5 Finance Costs of Borrowings
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Interest on bank loans 675 2,026 2,701 340 1,019 1,359
Financial Report
Edinburgh Worldwide Investment Trust plc 57
6 Tax
2022
£’000
2021
£’000
Analysis of charge in the year
Overseas withholding tax 57 50
Factors affecting the tax charge for the year
The tax charge for the year is lower (2021 – lower) than the standard rate of corporation tax in the UK
of 19.0% (2021 – 19.0%). The differences are explained below:
Net return before taxation (542,124) 167,444
Net return before taxation multiplied by the standard rate of corporation tax in the UK
of 19.0% (2021 – 19.0%) (103,004) 31,814
Capital returns not taxable 101,526 (33,572)
Income not taxable (UK dividends) (77) (78)
Income not taxable (overseas dividends) (90) (76)
Current year management expenses and non-trade loan relationship deficit not utilised 1,645 1,912
Overseas withholding tax incurred 57 50
Tax charge for the year 57 50
As an investment trust, the Company’s capital gains are not taxable in the United Kingdom.
At 31 October 2022 the Company had surplus management expenses and losses on non-trading loan relationships of £70,837,000 (2021
– £62,778,000) which have not been recognised as a deferred tax asset. This is because the Company is not expected to generate taxable
income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be
able to reduce future tax liabilities through the use of existing surplus expenses.
7 Net Return per Ordinary Share
2022
Revenue
2022
Capital
2022
Total
2021
Revenue
2021
Capital
2021
Total
Net return after taxation (0.49p) (134.82p) (135.31p) (0.62p) 43.37p 42.75p
Revenue return per ordinary share is based on the net revenue loss after taxation of £1,976,000 (2021 – net revenue loss of £2,422,000)
and on 400,679,723 (2021 – 391,579,802) ordinary shares, being the weighted average number of ordinary shares in issue (excluding
treasury shares) during the year.
Capital return per ordinary share is based on the net capital loss for the financial year of £540,205,000 (2021 – net capital gain of
£169,816,000) and on 400,679,723 (2021 – 391,579,802) ordinary shares, being the weighted average number of ordinary shares
in issue (excluding treasury shares) during the year.
There are no dilutive or potentially dilutive shares in issue.
Financial Report
58 Annual Report 2022
8 Fixed Assets – Investments
As at 31 October 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 696,135 696,135
Unlisted ordinary shares 22,456 22,456
Unlisted preference shares
* 153,779 153,779
Unlisted convertible promissory note 434 434
Total financial asset investments 696,135 176,669 872,804
As at 31 October 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 1,224,768 1,224,768
Unlisted ordinary shares 18,235 18,235
Unlisted preference shares
* 133,362 133,362
Unlisted convertible promissory note
Total financial asset investments 1,224,768 151,597 1,376,365
* The investments in preference shares are not classified as equity holdings as they include liquidation preference rights that determine the
repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take-over.
Investments in securities are financial assets designated at fair value through profit or loss. In accordance with Financial Reporting Standard
102, the tables above provide an analysis of these investments based on the fair value hierarchy described below, which reflects the reliability
and significance of the information used to measure their fair value.
Fair Value Hierarchy
The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the lowest (that is
the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment
in its entirety as follows:
Level 1
using unadjusted quoted prices for identical instruments in an active market;
Level 2 using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and
Level 3 using inputs that are unobservable (for which market data is unavailable).
The valuation techniques used by the Company are explained in the accounting policies on page 54. A sensitivity analysis by valuation
technique of the unlisted securities is given on pages 65 to 67.
Listed
securities
£’000
Unlisted
securities *
£’000
Total
securities
£’000
Cost of investments at 1 November 2021 673,993 111,176 785,169
Investment holding gains at 1 November 2021 550,775 40,421 591,196
Value of investments at 1 November 2021 1,224,768 151,597 1,376,365
Movements in year:
Purchases at cost 124,387 20,521 144,908
Sales proceeds received (120,190) (120,190)
Gains and losses on investments (546,435) 18,156 (528,279)
Changes in categorisation at book cost 13,605 (13,605)
Value of investments at 31 October 2022 696,135 176,669 872,804
Cost of investments at 31 October 2022 757,935 118,092 876,027
Investment holding gains and losses at 31 October 2022 (61,800) 58,577 (3,223)
Value of investments at 31 October 2022 696,135 176,669 872,804
* Includes holdings in ordinary shares, preference shares and convertible promissory note.
Financial Report
Edinburgh Worldwide Investment Trust plc 59
8 Fixed Assets – Investments (continued)
During the year investments with a book cost of £13,605,000 were transferred from Level 3 to Level 1 on becoming listed.
The Company received £120,190,000 from investments sold in the year (2021 – £108,235,000). The book cost of these investments when
they were purchased was £54,050,000 (2021 – £44,891,000). These investments have been revalued over time and until they were sold any
unrealised gains/losses were included in the fair value of the investments.
The purchases and sales proceeds figures above include transaction costs of £155,000 (2021 – £129,000) and £25,000 (2021 – £32,000)
respectively.
In respect of sales made during the year a net gain of £85,649,000 (2021 – net gain of £32,715,000) was included in investment holding
gains and losses at the previous year end.
2022
£’000
2021
£’000
Net gains on investments designated at fair value through profit or loss on initial recognition
Gains on sales 66,140 63,344
Changes in investment holding gains (594,419) 114,979
(528,279) 178,323
Significant Holdings
Details of significant holdings are noted below in accordance with the disclosure requirements paragraph 82 of the AIC Statement of
Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (updated in April 2021),
in relation to unlisted investments included in the Twenty Largest Holdings as disclosed on page 20.
As at 31 October 2022
Name Business
Latest
Financial
Statements
Book
Cost
£’000
Market
Value
£’000
Income
recognised
from
holding in
the period
Turnover
US$’000
Pre tax
profit/
(loss)
US$’000
Net Assets
attributable to
shareholders
US$’000
Space Exploration
Technologies
Designs, manufactures and launches
advanced rockets and spacecraft n/a 19,570 62,861 Nil Information not publicly available
PsiQuantum Developer of commercial quantum
computing
n/a 16,762 27,682
Nil
Information not publicly available
As at 31 October 2021
Name Business
Latest
Financial
Statements
Book
Cost
£’000
Market
Value
£’000
Income
recognised
from
holding in
the period
Turnover
US$’000
Pre tax
profit/
(loss)
US$’000
Net Assets
attributable to
shareholders
US$’000
Space Exploration
Technologies
Designs, manufactures and launches
advanced rockets and spacecraft n/a
19,570
38,016 Nil Information not publicly available
PsiQuantum Developer of commercial quantum
computing
n/a
16,762
33,757
Nil
Information not publicly available
9 Debtors
2022
£’000
2021
£’000
Amounts falling due within one year:
Income accrued (net of withholding taxes) 21 73
Sales for subsequent settlement 4,598
Other debtors and prepaid expenses 263 249
4,882 322
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a reasonable
approximation of fair value. There are no debtors that were past due or impaired at 31 October 2022 or 31 October 2021.
Financial Report
60 Annual Report 2022
10 Creditors – amounts falling due within one year
2022
£’000
2021
£’000
The Royal Bank of Scotland International Limited £100 million multi-currency revolving credit facility 103,827 66,153
Purchases for subsequent settlement 6,719
Investment management fee 1,141 1,919
Buybacks and related stamp duty awaiting settlement 433
Other creditors and accruals 1,131 387
113,251 68,459
Borrowing facilities at 31 October 2022 and 31 October 2021
A five year £100 million multi-currency revolving credit facility with The Royal Bank of Scotland International Limited with an expiry date of
9 June 2026.
A five year £25 million multi-currency revolving credit facility with National Australia Bank Limited with an expiry date of 29 June 2023.
A five year £36 million multi-currency revolving credit facility with National Australia Bank Limited with an expiry date of 30 September 2024.
At 31 October 2022 drawings were as follows:
£100 million multi-currency facility with €10,600,000 at an interest rate of 1.71900% per annum
The Royal Bank of Scotland International Limited US$77,150,000 at an interest rate of 4.31329% per annum
£27,720,000 at an interest rate of 3.334430% per annum
Rollover/maturity date: 8 November 2022.
At 31 October 2021 drawings were as follows:
£100 million multi-currency facility with €7,200,000 at an interest rate of 1.45000% per annum
The Royal Bank of Scotland International Limited US$53,150,000 at an interest rate of 1.56575% per annum
£21,300,000 at an interest rate of 1.500000% per annum
Rollover/maturity date: 14 December 2021.
At 31 October 2022 and 2021 there were no drawings under the £25 million and £36 million multi-currency revolving credit facilities with
National Australia Bank Limited.
The main covenants relating to both loan facilities with National Australia Bank Limited and the facility with The Royal Bank of Scotland
International Limited are: total borrowings shall not exceed 35% of the Company’s adjusted gross assets and the minimum adjusted gross
assets shall be £260 million. There were no breaches in the loan covenants during the year to 31 October 2022 (2021 – none).
11 Share Capital
2022
Number
2022
£’000
2021
Number
2021
£’000
Alloted, called up and fully paid ordinary shares of 1p each 392,285,023 3,923 405,203,695 4,052
Treasury shares of 1p each 13,468,672 135
405,753,695 4,058 405,203,695 4,052
The Company has authority to allot shares under section 551 of the Companies Act 2006. The Board has authorised use of this authority to
issue new shares at a premium to net asset value in order to enhance the net asset value per share for existing shareholders and improve the
liquidity of the Company’s shares. In the year to 31 October 2022 the Company issued a total of 550,000 shares on a non pre-emptive basis
(nominal value of £6,000, representing 0.1% of the issued share capital at 31 October 2021) at a premium to net asset value (on the basis of
debt valued at book value) raising net proceeds of £1,730,000 (in the year to 31 October 2021 – 50,885,000 shares with a nominal value of
£509,000, representing 14.4% of the issued share capital at 31 October 2020 raising net proceeds of £182,227,000).
Over the period from 31 October 2022 to 19 January 2023 the Company has issued no further shares.
The Company also has authority to buy back shares. In the year to 31 October 2022 13,468,672 shares with a nominal value of £135,000
were bought back at a total cost of £25,338,000 and held in treasury (2021 – none). At 31 October 2022 the Company had authority to buy
back a further 47,316,331 ordinary shares.
Over the period from 31 October 2022 to 19 January 2023 the Company has bought back a further 1,215,382 shares at a total cost
of £2,181,000.
Financial Report
Edinburgh Worldwide Investment Trust plc 61
12 Capital and Reserves
Share
capital
£’000
Share
premium
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 November 2021 4,052 497,999 35,220 808,197 (4,113) 1,341,355
Net gains on sales of investments 66,140 66,140
Changes in investment holding gains (594,419) (594,419)
Exchange differences on bank loans (9,190) (9,190)
Other exchange differences 3,120 3,120
Ordinary shares issued 6 1,724 1,730
Ordinary shares bought back into treasury (25,338) (25,338)
Investment management fee charged to capital (3,830) (3,830)
Finance cost of borrowings charged to capital (2,026) (2,026)
Revenue return after taxation (1,976) (1,976)
At 31 October 2022 4,058 499,723 35,220 242,654 (6,089) 775,566
The capital reserve includes investment holding losses on fixed asset investments of £3,223,000 (2021 – gains of £591,196,000) as
disclosed in note 8.
The special reserve arose following the court approval for the cancellation of 30% of the value of the share premium account on 29 April 1999.
The special reserve may be utilised to finance any purchase of the Company’s ordinary shares.
The revenue reserve is the only reserve distributable by way of dividend.
13 Net Asset Value per Ordinary Share
The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end calculated in
accordance with the Articles of Association were as follows:
2022 2021 2022
£’000
2021
£’000
Ordinary shares 197.70p 331.03p 775,566 1,341,355
Net asset value per ordinary share is based on the net assets as shown above and 392,285,023 (2021 – 405,203,695) ordinary shares
(excluding treasury shares), being the number of ordinary shares in issue at each year end.
At 31 October 2022 and 31 October 2021 all borrowings are in the form of short term floating rate borrowings and their fair value is
considered equal to their book value, hence there is no difference in the net asset value per share between including debt at book, or
fair value, in the calculation.
14 Analysis of Change in Net Debt
At 31 October
2021
£’000
Cash
flows
£’000
Exchange
movement
£’000
At 31 October
2022
£’000
Cash and cash equivalents 33,127 (25,116) 3,120 11,131
Loans due within one year (66,153) (28,484) (9,190) (103,827)
(33,026) (53,600) (6,070) (92,696)
15 Transactions with Related Parties and the Managers and Secretaries
The Directors’ fees for the year are detailed in the Directors’ Remuneration Report on page 40.
No Director has a contract of service with the Company. During the year no Director was interested in any contract or other matter requiring
disclosure under section 412 of the Companies Act 2006.
Details of the management contract are set out in the Directors’ Report on page 29. The management fee payable to the Managers by
the Company for the year, as disclosed in note 3, was £5,107,000 (2021 – £7,809,000) of which £1,141,000 (2021 – £1,919,000) was
outstanding at the year end, as disclosed in note 10.
Financial Report
62 Annual Report 2022
16 Contingencies, Guarantees and Financial Commitments
At 31 October 2022 there are contingent assets not recognised in the Financial Statements in respect of potential deferred proceeds from
the SPAC acquisitions of two investee companies, which are estimated to be approximately £8.68 million (31 October 2021 – £0.80 million
from one investee company). The economic benefits flowing from the deferred proceeds are deemed to be probable and the full extent to
which this amount will become receivable in due course is dependent on future events.
There were no contingent liabilities, guarantees or financial commitments at either the current or prior year balance sheet date.
17 Financial Instruments
As an Investment Trust, the Company invests in listed and unlisted securities and makes other investments so as to meet its investment
objective of achieving long term capital growth. The Company borrows money when the Board and Managers have sufficient conviction
that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing. In pursuing its investment objective,
the Company is exposed to various types of risk that are associated with the financial instruments and markets in which it invests.
These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk.
The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent loss of
capital rather than to minimise the short term volatility. Risk provides the potential for both losses and gains and in assessing risk the Board
encourages the Managers to exploit the opportunities that risk affords.
The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period.
Market Risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The Board of Directors
reviews and agrees policies for managing these risks and the Company’s Investment Managers both assess the exposure to market risk
when making individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis.
Details of the Company’s investment portfolio are shown in note 8 and on pages 58 and 59.
(i) Currency Risk
Certain of the Company’s assets, liabilities and income are denominated in currencies other than sterling (the Company’s functional currency
and that in which it reports its results). Consequently, movements in exchange rates may affect the sterling value of those items.
The Managers monitor the Company’s exposure to foreign currencies and report to the Board on a regular basis. The Managers assess the
risk to the Company of the foreign currency exposure by considering the effect on the Company’s net asset value and income of a movement
in the rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. However, the country in which a
company is listed is not necessarily where it earns its profits. The movement in exchange rates on overseas earnings may have a more
significant impact upon a company’s valuation than a simple translation of the currency in which the company is quoted.
Foreign currency borrowings can limit the Company’s exposure to anticipated future changes in exchange rates which might otherwise
adversely affect the value of the portfolio of investments.
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted,
is shown below.
At 31 October 2022
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
US dollar 683,180 8,393 (67,008) (2,877) 621,688
Japanese yen 20,977 20,977
Danish krone 18,474 18,474
Hong Kong dollar 15,882 15,882
Swiss franc 10,889 31 10,920
Australian dollar 9,903 9,903
Euro 13,524 (9,099) 1,113 5,538
Total exposure to currency risk 772,829 8,393 (76,107) (1,733) 703,382
Sterling 99,975 2,738 (27,720) (2,809) 72,184
872,804 11,131 (103,827) (4,542) 775,566
* Includes non-monetary assets of £213,000
Financial Report
Edinburgh Worldwide Investment Trust plc 63
17 Financial Instruments (continued)
(i) Currency Risk (continued)
At 31 October 2021
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Other debtors
and creditors *
£’000
Net
exposure
£’000
US dollar 1,030,792 33,001 (38,774) (79) 1,024,940
Japanese yen 48,706 48,706
Danish krone 18,001 18,001
Hong Kong dollar 26,722 26,722
Swiss franc 17,995 16 18,011
Australian dollar 29,135 29,135
Euro 14,619 (6,079) (12) 8,528
Total exposure to currency risk 1,185,970 33,001 (44,853) (75) 1,174,043
Sterling 190,395 126 (21,300) (1,909) 167,312
1,376,365 33,127 (66,153) (1,984) 1,341,355
* Includes non-monetary assets of £211,000.
Currency Risk Sensitivity
At 31 October 2022, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net assets and
total return would have decreased by the amounts shown below. A 5% weakening of sterling against all currencies, with all other variables
held constant, would have had an equal but opposite effect on the Financial Statement amounts. The level of change is considered to be
reasonable based on observations of current market conditions. The analysis is performed on the same basis for 2021.
2022
£’000
2021
£’000
US dollar 31,084 51,247
Japanese yen 1,049 2,435
Danish krone 924 900
Hong Kong dollar 794 1,336
Swiss franc 546 901
Australian dollar 495 1,457
Euro 277 426
35,169 58,702
(ii) Interest Rate Risk
Interest rate movements may affect directly:
the fair value of investments in fixed interest rate securities;
the level of income receivable on cash deposits;
the fair value of fixed-rate borrowings; and
the interest payable on any variable rate borrowings.
Interest rate movements may also impact upon the market value of the Company’s investments outwith fixed income securities. The effect
of interest rate movements upon the earnings of a company may have a significant impact upon the valuation of that company’s equity.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making
investment decisions and when entering borrowing agreements.
The Board reviews on a regular basis the amount of investments in cash and fixed income securities and the income receivable on cash
deposits, floating rate notes and other similar investments.
The Company finances part of its activities through borrowings at approved levels. The amount of such borrowings and the approved levels
are monitored and reviewed regularly by the Board. Movements in interest rates, to the extent that they affect the market value of the
Company’s fixed rate borrowings, may also affect the amount by which the Company’s share price is at a discount or a premium to the
net asset value (assuming that the Company’s share price is unaffected by movements in interest rates).
Financial Report
64 Annual Report 2022
17 Financial Instruments (continued)
(ii) Interest Rate Risk (continued)
Financial Assets
The interest rate risk profile of the Company’s financial assets and liabilities at 31 October is shown below:
2022
Fair value
£’000
2022
Weighted
average
interest rate
2022
Weighted
average period
until maturity *
2021
Fair value
£’000
2021
Weighted
average
interest rate
2021
Weighted
average period
until maturity *
Cash and short term deposits:
US dollars 8,393 n/a 33,001 n/a
Sterling 2,738 n/a 126 n/a
* Based on expected maturity date.
The cash deposits generally comprise overnight call or short term money market deposits of less than one month which are repayable on
demand. The benchmark rate which determines the interest payments received on cash balances is the bank base rate.
Financial Liabilities
The interest risk profile of the Company’s financial liabilities and the maturity profile of the undiscounted future cash flows in respect of the
Company’s contractual financial liabilities at 31 October are shown below:
Interest Rate Risk Profile
2022
£’000
2021
£’000
The interest rate risk profile of the Company’s financial liabilities at 31 October was:
Floating rate Sterling denominated 27,720 21,300
US$ denominated 67,008 38,774
Euro denominated 9,099 6,079
103,827 66,153
Maturity Profile
2022
£’000
2021
£’000
The maturity profile of the Company’s financial liabilities at 31 October was:
In less than three months
– repayment of loans 103,827 66,153
– accumulated interest 1,008 366
104,835 66,519
Interest Rate Risk Sensitivity
An increase of 100 basis points in interest rates, with all other variables held constant, would have decreased the Company’s total net assets
and total return for the year ended 31 October 2022 by £4,198,000 (2021 – decreased by £2,456,000). This is due to the Company’s
exposure to interest rates on its revolving floating rate bank loans and cash balances. A decrease of 100 basis points would have had an
equal but opposite effect.
(iii) Other Price Risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s net
assets. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant
information from the Managers. The Company’s portfolio of unlisted level 3 investments is not necessarily affected by market performance,
however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(e). The Board
meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment
positioning to ensure consistency with the Company’s objectives and investment policies. The portfolio does not seek to reproduce the
comparative index: investments are selected based upon the merit of individual companies and therefore performance may well diverge
from the short term fluctuations of the comparative index.
Financial Report
Edinburgh Worldwide Investment Trust plc 65
17 Financial Instruments (continued)
(ii) Interest Rate Risk (continued)
Other Price Risk Sensitivity
A full list of the Company’s investments is given on pages 21 to 24. In addition, a geographical analysis of the portfolio and an analysis of
the investment portfolio by broad industrial or commercial sector is given on pages 25 and 26.
89.8% (2021 – 91.2%) of the Company’s net assets are invested in quoted equities. A 10% increase in quoted equity valuations at 31 October
2022 would have increased total assets and total return by £69,613,000 (2021 – £122,477,000). A decrease of 10% would have had an
equal but opposite effect.
22.8% (2021 – 15.3%) of the Company’s net assets are invested in unlisted securities. The fair valuation of the unlisted investments is
influenced by the estimates, assumptions and judgements made in the fair valuation process (see 1(d) on pages 53 and 54).
A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve subjectivity in their significant
unobservable inputs and illustrates the potential upside and downside risk resulting from the estimation uncertainty associated with the fair
valuation process. The sensitivity analysis is provided which recognises that the valuation methodologies employed involve subjectivity in their
significant unobservable inputs and illustrates the sensitivity of the valuations to these inputs. The inputs have been flexed by +/-10% to
illustrate what the impact of movements in these variables would have on the end valuations, with the exception of the Recent Transaction
Price valuation approach as it does not involve significant subjectivity.
As at 31 October 2022 Significant unobservable inputs*
Valuation Technique
Fair value of
investments
£’000
Key variable input*
Other
unobservable
inputs* Range
Sensitivity %
Sensitivity to changes
in significant
unobservable inputs
Recent transaction
price
82,745 n/a
a,b n/a n/a n/a
Comparable
company
performance
83,497 Selection of comparable
companies
a,b,f (6.2%)–(64.8%) 10%
If input comparable
company performance
changed by +/- 10%,
the fair value would
change by £4,497,000
and -£4,363,000
Market approach
using comparable
trading multiples
10,427 EV/LTM revenue multiple a,b,c,d 5.21x 10%
If EV/LTM multiples
changed by +/- 10%,
the fair value would
change by ££394,000
and -£393,000
Discount for lack of liquidity a,b,c,d,e (10%) 10%
If the illiquidity discount
is changed by +/-
10%, the fair value
would change by
£47,000 and -£46,000
Financial Report
66 Annual Report 2022
17 Financial Instruments (continued)
(iii) Other Price Risk (continued)
Other Price Risk Sensitivity (continued)
As at 31 October 2021 Significant unobservable inputs*
Valuation Technique
Fair value of
investments
£’000
Key variable input*
Other
unobservable
inputs* Range
Sensitivity %
Sensitivity to changes
in significant
unobservable inputs
Recent transaction
price
86,681 n/a
a,b n/a n/a n/a
Comparable
company
performance
18,989 Selection of comparable
companies
a,b,f
7.4%–14.9% 10%
If input comparable
company performance
changed by +/-10%,
the fair value would
change by £1,899,000
and -£1,585,000
Market approach
using comparable
trading multiples
7,911 EV/LTM revenue multiple a,b,c,d 5.33x 10%
If EV/LTM multiples
changed by +/-10%,
the fair value would
change by £684,000
and -£677,000
Discount for lack of
liquidity
a,b,c,d,e (10.0%) 10%
If the illiquidity discount
is changed by +/-10%,
the fair value would
change by £101,000
and -£95,000
Price of expected
transaction
38,016 Application of execution
risk discount
a,b 10.0% 10%
If the execution risk
changed by +/-10%,
the fair value would
change by £3,802,000
and -£3,802,000
* Key Variable Inputs
The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each unlisted
company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for
each input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages 53 and 54.
(a) Application of valuation basis
Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each investment.
When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key
milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies.
For those investments where a trading Multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as
appropriate for the investment, and where a suitable correlation can be identified with the comparable companies then a regression analysis
will be performed. Discounted cash flows will also be considered where appropriate forecasts are available.
(b) Probability estimation of liquidation events
The probability of a liquidation event such as a company sale, or alternatively an initial public offering (‘IPO’), is a key variable input in the
Transaction-based and Multiples-based valuation techniques. The probability of an IPO versus a company sale is typically estimated from
the outset to be 50:50 if there has been no indication by the company of pursuing either of these routes. If the company has indicated an
intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%.
Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario,
or in a situation where a company is underperforming expectations significantly and therefore deemed very unlikely to pursue an IPO.
(c) Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the
comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are
the industry sector in which they operate, the geography of the company’s operations, the respective revenue and earnings growth rates
and the operating margins. Typically, between 4 and 10 comparable companies will be selected for each investment, depending on how
many relevant comparable companies are identified. The resultant revenue or earnings multiples derived will vary depending on the
companies selected and the industries they operate in and can vary in the range of 1x to 10x.
Financial Report
Edinburgh Worldwide Investment Trust plc 67
17 Financial Instruments (continued)
(iii) Other Price Risk (continued)
(d) Estimated sustainable earnings
The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and where it is not
then sustainable revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve
months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has
reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward,
then forward estimated revenue or earnings may be used instead.
(e) Application of liquidity discount
The application of a liquidity discount will be applied either through the calibration of a valuation against the most recent transaction,
or by application of a specific discount. The discount applied where a calibration is not appropriate is typically 10%, reflecting that the
majority of the investments held are substantial companies with some secondary market activity.
(f) Selection of appropriate benchmarks
The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of each company
are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for comparison.
Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is not significant as the majority of the Company’s assets are investments in quoted securities that are readily realisable.
The Board monitors the exposure to any one holding.
The Company has the power to take out borrowings, which gives it access to additional funding when required. The Company’s borrowing
facilities are detailed in note 10 and the maturity profile of its borrowings are set out on page 64.
Credit Risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company
suffering a loss.
This risk is managed as follows:
where the Managers make an investment in a bond or other security with credit risk, that credit risk is assessed and then compared
to the prospective investment return of the security in question;
the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the
assets of the Company. The Managers monitor the Company’s risk by reviewing the Custodian’s internal control reports and reporting
its findings to the Board;
investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Managers.
Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s Custodian bank ensures that the
counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities
away from the Company is completed;
the creditworthiness of the counterparty to transactions involving derivatives, and other arrangements wherein the creditworthiness of
the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by
the Managers of the creditworthiness of that counterparty; and
cash is only held at banks that are regularly reviewed by the Managers.
As at 31 October 2022 the Company owned unquoted preference share securities (2021 – none). Some of these may have been classified
as debt by the issuer. There are no material amounts past due in relation to these securities. As these instruments (alongside the ordinary
share securities) have been recognised at fair value through profit and loss, the fair value takes into account credit, market and other price
risk.
Credit Risk Exposure
The exposure to credit risk at 31 October was:
2022
£’000
2021
£’000
Fixed interest investments 434
Cash and short term deposits 11,131 33,127
Debtors and prepayments 4,882 322
16,447 33,449
None of the Company’s financial assets are past due or impaired (2021 – none).
Financial Report
68 Annual Report 2022
Financial Report
17 Financial Instruments (continued)
Credit Risk Exposure (continued)
Fair Value of Financial Assets and Financial Liabilities
The Directors are of the opinion that either the financial assets and liabilities of the Company are stated at fair value or where they are
measured at amortised cost, amortised cost is considered to be a reasonable approximation of fair value.
All short term floating rate borrowings are stated at book cost which is considered to be equal to their fair value given the facilities are
revolving credit facilities and as at 31 October 2022 amounted to £103,827,000 (2021 – £66,153,000).
Capital Management
The capital of the Company is its share capital and reserves as set out in note 12 together with its borrowings (see note 10). The objective of
the Company is the achievement of long term capital growth by investing primarily in listed companies throughout the world. The Company’s
investment policy is set out on page 8. In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s
ability to continue as a going concern and details of the related risks and how they are managed are set out on page 36, pages 9 and 10
and page 35, respectively. The Company has the authority to issue and to buy back its shares (see pages 30 and 31) and changes to the
share capital during the year are set out in note 11. The Company does not have any externally imposed capital requirements other than the
covenants on its loans which are detailed in note 10.
18 Subsequent Events
Up to the date of this report the Company is not aware of any subsequent events.
19 Alternative Investment Fund Managers (AIFM) Directive
In accordance with the Alternative Investment Fund Managers Directive, information in relation to the Company’s leverage and the
remuneration of the Company’s AIFM, Baillie Gifford & Co Limited, is required to be made available to investors. In accordance with
the Directive, the AIFM’s remuneration policy is available at bailliegifford.com or on request (see contact details on the back cover) and
the numerical remuneration disclosures in respect of the AIFM’s relevant reporting period are also available at bailliegifford.com.
The Company’s maximum and actual leverage levels (see Glossary of Terms and Alternative Performance Measures on pages 76 and 77)
at 31 October 2022 are shown below:
Leverage
Gross
method
Commitment
method
Maximum limit 2.50:1 2.00:1
Actual 1.13:1 1.13:1
Edinburgh Worldwide Investment Trust plc 69
Shareholder Information
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the twenty fifth Annual General
Meeting of Edinburgh Worldwide Investment Trust plc (the
‘Company’) will be held at the offices of Baillie Gifford & Co,
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN on
Tuesday, 7 March 2023 at 12 noon for the purposes of considering
and, if thought fit, passing the following resolutions, of which
Resolutions 1 to 13 will be proposed as ordinary resolutions and
Resolutions 14 and 15 will be proposed as special resolutions:
1. To receive and adopt the Annual Report and Financial
Statements of the Company for the financial year ended
31 October 2022 together with the Reports of the Directors
and of the Independent Auditor thereon.
2. To approve the Directors’ Renumeration Policy.
3. To approve the Directors’ Annual Report on Remuneration for
the financial year ended 31 October 2022.
4. To re-elect Mr HCT Strutt as a Director of the Company.
5. To re-elect Ms H James as a Director of the Company.
6. To re-elect Ms CA Roxburgh as a Director of the Company.
7. To re-elect Mr JA Simpson-Dent as a Director of the Company.
8. To re-elect Mr MIG Wilson as a Director of the Company.
9. To elect Dr M Gunn as a Director of the Company.
10. To elect Ms JK McCracken as a Director of the Company.
11. To reappoint Ernst & Young LLP as Independent Auditor of the
Company to hold office until the conclusion of the next Annual
General Meeting at which the Financial Statements are laid
before the Company.
12. To authorise the Directors to determine the remuneration of
the Independent Auditor of the Company.
13. That, the Directors of the Company be and they are hereby
generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the ‘Act’) to exercise
all the powers of the Company to allot shares in the Company
and to grant rights to subscribe for or to convert any security
into shares in the Company (‘Securities’) provided that such
authority shall be limited to the allotment of shares and grant of
rights in respect of shares with an aggregate nominal value of
up to £1,290,529.81 (representing approximately 33% of the
nominal value of the issued share capital as at 19 January
2023), such authority to expire at the conclusion of the next
Annual General Meeting of the Company after the passing of
this resolution or on the expiry of 15 months from the passing
of this resolution, whichever is the earlier, unless previously
revoked, varied or extended by the Company in a general
meeting, save that the Company may at any time prior to
the expiry of this authority make an offer or enter into an
agreement which would or might require Securities to be
allotted or granted after the expiry of such authority and the
Directors shall be entitled to allot or grant Securities in
pursuance of such an offer or agreement as if such authority
had not expired.
The Company’s AGM is being convened at 12 noon on Tuesday,
7 March 2023 at the offices of Baillie Gifford & Co, Calton Square,
1 Greenside Row, Edinburgh EH1 3AN.
The Board encourages all shareholders to submit proxy voting
forms as soon as possible and, in any event, by no later than
12 noon on 3 March 2023.
The Annual General Meeting of the Company will be held at the offices
of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh
EH1 3AN, on Tuesday, 7 March 2023 at 12 noon.
If you have any queries as to how to vote or how to attend the meeting,
please call us on 0800 917 2112.
Baillie Gifford may record your call.
JOHN
LEWIS
A8 PRINCES STREET
GEORGE STREET
CALTON SQUARE
BUS
STATION
OMNI
CENTRE
BALMORAL
HOTEL
L
E
I
T
H
S
T
R
E
E
T
QUEEN STREET
W
A
T
E
R
L
O
O
P
L
A
C
E
C
A
L
T
O
N
H
I
L
L
CA
L
T
O
N
R
O
A
D
ST ANDREW SQUARE
EDINBURGH
WAVERLEY
STATION
LEITH
WALK
A7 NORTH BRIDGE
YORK PLACE
G
R
E
E
NS
IDE ROW
TRAM
STOP
ST ANDREW SQUARE
ST ANDREW SQUARE
TRAM
STOP
By Rail:
Edinburgh Waverley – approximately a 5 minute walk away
By Bus:
Lothian Buses local services include:
1, 5, 7, 8, 10, 12, 14, 15, 15A, 16, 22, 25, 34
By Tram:
Stops at St Andrew Square and York Place
Access to Waverley Train Station on foot
Should shareholders have questions for the Board or the Managers
or any queries as to how to vote, they are welcome as always to
submit them by email to trustenquiries@bailliegifford.com or call
0800 917 2112. Baillie Gifford may record your call.
70 Annual Report 2022
Shareholder Information
14. That, subject to the passing of Resolution 13 above, the
Directors of the Company be and they are hereby generally
empowered, pursuant to sections 570 and 573 of the
Companies Act 2006 (the ‘Act’) to allot equity securities (within
the meaning of section 560(1) of the Act) for cash pursuant to
the authority given by Resolution 13 above and to sell treasury
shares for cash as if section 561(1) of the Act did not apply to
any such allotment or sale, provided that this power:
(a) expires at the conclusion of the next Annual General
Meeting of the Company after the passing of this Resolution
or on the expiry of 15 months from the passing of this
Resolution, whichever is the earlier, save that the Company
may, before such expiry, make an offer or agreement which
would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in
pursuance of any such offer or agreement as if the power
conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities or the
sale of treasury shares up to an aggregate nominal value
of £391,069.64 (representing approximately 10% of the
nominal value of the issued share capital of the Company
as at 19 January 2023).
15. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the
date hereof, the Company be generally and unconditionally
authorised, in accordance with section 701 of the Companies
Act 2006 (the ‘Act’) to make market purchases (within the
meaning of section 693(4) of the Act) of fully paid ordinary
shares in the capital of the Company (‘Ordinary Shares’)
(either for retention as treasury shares for future reissue,
resale, transfer or for cancellation) provided that:
(a) the maximum aggregate number of Ordinary Shares
hereby authorised to be purchased is 58,803,524 or, if
less, the number representing approximately 14.99% of
the issued ordinary share capital (excluding treasury
shares) of the Company as at the date of the passing of
this Resolution;
(b) the minimum price (excluding expenses) which may be
paid for each Ordinary Share shall be the nominal value
of that share;
(c) the maximum price (excluding expenses) which may be
paid for any Ordinary Share purchased pursuant to this
authority shall not be more than the higher of:
(i) 5% above the average closing price on the London Stock
Exchange of an Ordinary Share over the five business
days immediately preceding the day of purchase; and
(ii) the higher of the price of the last independent
trade and the highest current independent bid as
stipulated by Article 5(1) of Commission Regulation
(EC) 22 December 2003 implementing the Market
Abuse Directive as regards exemptions for buy back
programmes and stabilisation of financial instruments
(No. 2273/2003); and
(d) unless previously varied, revoked or renewed by the
Company in a general meeting, the authority hereby
conferred shall expire at the conclusion of the next Annual
General Meeting, save that the Company may, prior to
such expiry, enter into a contract to purchase Ordinary
Shares under such authority which will or might be
completed or executed wholly or partly after the expiration
of such authority and may make a purchase of Ordinary
Shares pursuant to any such contract or contracts.
By Order of the Board
Baillie Gifford & Co Limited
Managers and Secretaries
3 February 2023
Notes:
1. A shareholder who is entitled to attend and vote at the
meeting is entitled to appoint one or more proxies to attend,
speak and vote on his/her behalf. Such proxy need not also
be a shareholder of the Company. If appointing more than one
proxy, each proxy must be appointed to exercise rights
attaching to different shares held by the shareholder.
2. A proxy form for use by shareholders at the meeting is
enclosed with this document. Proxies must be lodged with the
Company’s registrar, Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY or
eproxyappointment.com, not less than two days (excluding
non-working days) before the time appointed for the meeting
together with any power of attorney or other authority (if any)
under which it is signed. Completion of the proxy form will not
prevent a shareholder from attending the meeting and voting
in person.
3. Only those shareholders having their name entered on
the Company’s share register not later than 12 noon on
3 March 2023 or, if the meeting is adjourned, at 12 noon two
days (excluding non-working days) prior to the date of the
adjourned meeting, shall be entitled to attend and vote at the
meeting in respect of the number of shares registered in their
name at that time. Changes to the entries on the Company’s
share register after that time shall be disregarded in determining
the rights of any shareholder to attend, speak and vote at the
meeting, notwithstanding any provision in any enactment, the
Articles of Association of the Company or other instrument to
the contrary.
4. Any corporation which is a shareholder can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a shareholder provided that they do
not do so in relation to the same shares.
Edinburgh Worldwide Investment Trust plc 71
5. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so for the meeting and any adjournment(s) thereof by using
the procedures described in the CREST Manual and by
logging on to the website euroclear.com/CREST. CREST
personal members or other CREST sponsored members and
those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message,
regardless of whether it constitutes the appointment of a
proxy or an amendment to the instruction given to a previously
appointed proxy, must be transmitted so as to be received by
the Company’s registrars, Computershare Investor Services
PLC (ID 3RA50) by no later than 12 noon on 3 March 2023.
No such message received through the CREST network after
this time will be accepted. The time of receipt will be taken to
be the time from which the Registrars are able to retrieve the
message by enquiry to CREST. 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. 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.
6. The right to appoint a proxy does not apply to persons whose
shares are held on their behalf by another person and who
have been nominated to receive communications from the
Company in accordance with section 146 of the Companies
Act 2006 (‘Nominated Persons’). Nominated Persons may
have a right under an agreement with the member who holds
the shares on their behalf to be appointed (or to have someone
else appointed) as a proxy. Alternatively, if Nominated Persons
do not have such a right, or do not wish to exercise it, they
may have a right under such an agreement to give instructions
to the person holding the shares as to the exercise of voting
rights. The statement of the rights of members in relation to the
appointment of proxies in notes 1 and 2 above does not apply
to Nominated Persons. The rights described in these notes
can be exercised only by members of the Company.
7. There are special arrangements for holders of shares through
the abrdn Investment Trusts Share Plan, Individual Savings
Account and Investment Plan for Children. These are explained
in the form of direction which such holders will have received
with this report.
8. As at 19 January 2023 (being the latest practicable date prior
to the publishing of this notice) the Company’s issued share
capital (excluding treasury shares) comprised 391,069,641
ordinary shares of 1p each. Therefore, as at 19 January 2023,
the total number of voting rights exercisable at the meeting
is 391,069,641.
9. Any person holding 3% of the total voting rights in the
Company who appoints a person other than the Chairman as
his/her proxy will need to ensure that both he/she and such
third party comply with their respective disclosure obligations
under the Disclosure Guidance and Transparency Rules.
10. The members of the Company may require the Company to
publish, on its website, (without payment) a statement (which
is also passed to the Auditor) setting out any matter relating
to the audit of the Company’s Financial Statements, including
the Auditor’s report and the conduct of the audit. The
Company will be required to do so once it has received such
requests from either members representing at least 5% of the
total voting rights of the Company or at least 100 members
who have a relevant right to vote and hold shares in the
Company on which there has been paid up an average sum
per member of at least £100. Such requests must be made in
writing and must state your full name and address and be
sent to the Company at Calton Square, 1 Greenside Row,
Edinburgh EH1 3AN.
11. Information regarding the meeting, including information
required by section 311A of the Companies Act 2006, is
available from the Company’s page of the Managers’ website,
edinburghworldwide.co.uk.
12. Under section 319A of the Companies Act 2006, the
Company must answer any question relating to the business
being dealt with at the meeting put by a member attending
the meeting unless:
(a) answering the question 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.
13. Shareholders are advised that, unless otherwise stated, any
telephone number, website or e-mail address which may be
set out in this notice of meeting or in any related documents
(including the proxy form) is not to be used for the purposes
of serving information or documents on, or otherwise
communicating with, the Company for any purposes other
than those expressly stated.
14. No Director has a contract of service with the Company.
Shareholder Information
72 Annual Report 2022
Edinburgh Worldwide is an investment trust.
Investment trusts offer investors the following:
— participation in a diversified portfolio of shares;
— constant supervision by experienced professional managers;
and
— the Company is free from capital gains tax on capital profits
realised within its portfolio although investors are still liable for
capital gains tax on profits when selling their investment.
How to Invest
The Company’s shares are traded on the London Stock
Exchange. They can be bought by placing an order with a
stockbroker or by asking a professional adviser to do so. If you
are interested in investing directly in Edinburgh Worldwide, you
can do so online. There are a number of companies offering real
time online dealing services.
Sources of Further Information on the Company
The ordinary shares of the Company are listed on the London
Stock Exchange and their price is shown in the Financial Times
and The Scotsman under ‘Equity Investment Instruments’.
The
price of shares can also be found on the Company’s page on
Baillie Gifford’s website at edinburghworldwide.co.uk, Trustnet
at trustnet.co.uk and on other financial websites. Company
factsheets are also available on the Baillie Gifford website and are
updated monthly. These are available from Baillie Gifford on request.
Edinburgh Worldwide Share Identifiers
ISIN GB00BHSRZC82
Sedol BHSRZC8
Ticker EWI
Legal Entity Identifier 213800JUA8RKIDDLH380
Key Dates
The Company pays the minimum permissible level of final
dividend and no interim dividend. If a dividend was payable
this would be due soon after the Annual General Meeting.
Share Register Enquiries
Computershare Investor Services PLC maintains the share
register on behalf of the Company. In the event of queries
regarding shares registered in your own name, please contact the
Registrars on 0370 707 1643.
This helpline also offers an automated self-service functionality
(available 24 hours a day, 7 days a week) which allows you to:
— hear the latest share price;
— confirm your current share holding balance;
— confirm your payment history; and
— order Change of Address, Dividend Bank Mandate and Stock
Transfer forms.
By quoting the reference number on your share certificate you
can check your holding on the Registrar’s website at
investorcentre.co.uk.
They also offer a free, secure, share management website service
which allows you to:
— view your share portfolio and see the latest market price
of your shares;
— calculate the total market price of each shareholding;
— view price histories and trading graphs;
— register to receive communications from the Company,
including the Annual Report and Financial Statements, in
electronic format;
— update bank mandates and change address details; and
— use online dealing services.
To take advantage of this service, please log in at
investorcentre.co.uk and enter your Shareholder Reference
Number and Company Code (this information can
be found on the last dividend voucher or your share certificate).
Electronic Proxy Voting
If you hold stock in your own name you can choose to vote by
returning proxies electronically at eproxyappointment.com.
If you have any questions about this service please contact
Computershare on 0370 707 1643.
CREST Proxy Voting
If you are a user of the CREST system (including a CREST
Personal Member), you may appoint one or more proxies or give
an instruction to a proxy by having an appropriate CREST
message transmitted. For further information please refer to the
CREST Manual.
Where this has been received in a country where the provision of
such a service would be contrary to local laws or regulations, this
should be treated as information only.
Analysis of Shareholders at 31 October
2022
Number of
shares held
2022
%
2021
Number of
shares held
2021
%
Institutions 41,260,591 10.5 49,283,743 12.2
Intermediaries 328,816,335 83.8 336,106,763 82.9
Individuals 15,099,313 3.9 18,451,349 4.6
Marketmakers 7,108,784 1.8 1,361,840 0.3
392,285,023 100.0 405,203,695 100.0
Data Protection
The Company is committed to ensuring the confidentiality and
security of any personal data provided to it. Further details on how
personal data is held and processed on behalf of the Company can
be found in the privacy policy available on the Company’s website
edinburghworldwide.co.uk
.
Further Shareholder Information
Shareholder Information
Edinburgh Worldwide Investment Trust plc 73
The EU Sustainable Finance Disclosure Regulation (‘SFDR’)
does not have a direct impact in the UK due to Brexit, however,
it applies to third-country products marketed in the EU. As
Edinburgh Worldwide Investment Trust is marketed in the EU by
the AIFM, BG & Co Limited, via the National Private Placement
Regime ‘NPPR’ the following disclosures have been provided to
comply with the high-level requirements of SFDR.
The AIFM has adopted Baillie Gifford & Co’s Governance and
Sustainable Principles and Guidelines as its policy on integration
of sustainability risks in investment decisions.
Baillie Gifford & Co’s approach to investment is based on
identifying and holding high quality growth businesses that enjoy
sustainable competitive advantages in their marketplace. To do
this it looks beyond current financial performance, undertaking
proprietary research to build an in-depth knowledge of an individual
company and a view on its long-term prospects. This includes the
consideration of sustainability factors (environmental, social and/
or governance matters) which it believes will positively or
negatively influence the financial returns of an investment.
Sustainable Finance Disclosure Regulation (‘SFDR’)
Risks
Past performance is not a guide to future performance.
Edinburgh Worldwide is a UK listed company. The value of the
shares, and any income from them, can fall as well as rise and
investors may not get back the amount invested.
Edinburgh Worldwide invests in overseas securities. Changes
in the rates of exchange may also cause the value of your
investment (and any income it may pay) to go down or up.
Edinburgh Worldwide has borrowed money to make further
investments (sometimes known as ‘gearing’ or ‘leverage’).
The risk is that when this money is repaid by the Company,
the value of the investments may not be enough to cover the
borrowing and interest costs, and the Company will make a
loss. If the Company’s investments fall in value, any invested
borrowings will increase the amount of this loss.
Edinburgh Worldwide can buy back its own shares. The risks
from borrowing, referred to above, are increased when the
Company buys back its own shares.
Market values for securities which have become difficult to trade
may not be readily available and there can be no assurance that
any value assigned to such securities will accurately reflect the
price the Company might receive upon their sale.
Edinburgh Worldwide can make use of derivatives which may
impact on its performance.
Edinburgh Worldwide has investments in smaller, immature
companies which are generally considered higher risk as changes
in their share prices may be greater and the shares may be harder
to sell. Smaller, immature companies may do less well in periods
of unfavourable economic conditions.
Edinburgh Worldwide’s risk could be increased by its investment
in unlisted investments. These assets may be more difficult to buy
or sell so changes in their prices may be greater.
Edinburgh Worldwide charges 75% of the investment
management fee and 75% of borrowing costs to capital which
reduces the capital value. Also, where income is low, the
remaining expenses may be greater than the total income
received, meaning the Company may not pay a dividend and
the capital value would be further reduced.
The aim of Edinburgh Worldwide is to achieve capital growth.
You should not expect a significant, or steady, annual income
from the Company.
You should note that tax rates and reliefs may change at any time
and their value depends on your circumstances.
Further details of the risks associated with investing in the
Company, including a Key Information Document and how charges
are applied, can be found at edinburghworldwide.co.uk, or by
calling Baillie Gifford on 0800 917 2112. This information has been
issued and approved by Baillie Gifford & Co Limited, the Managers
and Secretaries, and does not in any way constitute investment
advice.
Edinburgh Worldwide is a UK public listed company and as such
complies with the requirements of the Financial Conduct Authority
but it is not authorised or regulated by the Financial Conduct Authority.
The Financial Statements have been approved by the Directors of
Edinburgh Worldwide. The information and opinions expressed
within the Annual Report and Financial Statements are subject to
change without notice.
The staff of Baillie Gifford and Edinburgh Worldwide’s Directors
may hold shares in Edinburgh Worldwide and may buy or sell
such shares from time to time.
Shareholder Information
More detail on the Managers’ approach to sustainability can be
found in the Governance and Sustainability Principles and
Guidelines document, available publicly on the Baillie Gifford
website (
bailliegifford.com/en/uk/about-us/ literature-library/
corporate-governance/our-stewardshipapproach-esg-
principles-and-guidelines-2022/
).
Taxonomy Regulation
The Taxonomy Regulation establishes an EU-wide framework of
criteria for environmentally sustainable economic activities in
respect of six environmental objectives. It builds on the disclosure
requirements under SFDR by introducing additional disclosure
obligations in respect of alternative investment funds that invest in
an economic activity that contributes to an environmental objective.
The Company does not commit to make sustainable investments
as defined under SFDR. As such, the underlying investments do
not take into account the EU criteria for environmentally
sustainable economic activities.
74 Annual Report 2022
Trust Magazine
Trust is the Baillie Gifford investment trust magazine which is
published twice a year. It provides an insight to our investment
approach by including interviews with our fund managers, as well
as containing investment trust news, investment features and
articles about the trusts managed by Baillie Gifford, including
Edinburgh Worldwide. Trust plays an important role in helping to
explain our products so that readers can really understand them.
Edinburgh Worldwide on the Web
Up-to-date information about Edinburgh Worldwide can be
found on the Company’s page of the Managers’ website at
edinburghworldwide.co.uk. You will find full details on Edinburgh
Worldwide, including recent portfolio information and performance
figures.
Suggestions and Questions
Any suggestions on how communications with shareholders can
be improved are welcomed. Please contact the Baillie Gifford
Client Relations Team and give them your suggestions. They will
also be very happy to answer questions that you may have about
Edinburgh Worldwide.
Client Relations Team Contact Details
You can contact the Baillie Gifford Client Relations Team by
telephone, email or post:
Telephone: 0800 917 2112
Your call may be recorded for training or monitoring purposes.
Email: trustenquiries@bailliegifford.com
Website: bailliegifford.com
Address:
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted to give
financial advice. If you would like advice please ask an
authorised intermediary.
An Edinburgh Worldwide web page at edinburghworldwide.co.uk
Trust Magazine
Communicating with Shareholders
You can subscribe to Trust magazine or view a digital copy at
bailliegifford.com/trust.
Shareholder Information
Edinburgh Worldwide Investment Trust plc 75
Automatic Exchange of Information
In order to fulfil its obligations under UK tax legislation relating to
the automatic exchange of information, Edinburgh Worldwide
Investment Trust plc is required to collect and report certain
information about certain shareholders.
The legislation requires investment trust companies to provide
personal information to HMRC on certain investors who purchase
shares in investment trusts. Accordingly, Edinburgh Worldwide
Investment Trust plc will have to provide information annually to
the local tax authority on the tax residencies of a number of
non-UK based certificated shareholders and corporate entities.
No third party data provider (‘Provider’) makes any warranty,
express or implied, as to the accuracy, completeness or timeliness
of the data contained herewith nor as to the results to be obtained
by recipients of the data. No Provider shall in any way be liable to
any recipient of the data for any inaccuracies, errors or omissions
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Shareholder Information
76 Annual Report 2022
An alternative performance measure is a financial measure of
historical or future financial performance, financial position, or
cash flows, other than a financial measure defined or specified
in the applicable financial reporting framework.
Total Assets
This is the Company’s definition of Adjusted Total Assets, being
the total value of all assets held less all liabilities (other than
liabilities in the form of borrowings).
Net Asset Value (‘NAV’)
Also described as shareholders’ funds, net asset value is the
value of total assets less liabilities (including borrowings). Net
asset value can be calculated on the basis of borrowings stated
at book value and fair value. An explanation of each basis is
provided below. The net asset value per share is calculated by
dividing this amount by the number of ordinary shares in issue
excluding any shares held in treasury.
Net Asset Value (Borrowings at Book Value)
Borrowings are valued at their nominal book value. The value of
the borrowings at book and fair value are set out on page 68.
Net Asset Value (Borrowings at Fair Value) (APM)
Borrowings are valued at an estimate of their market worth.
The value of the borrowings at book and fair value are set out
on page 68.
Net Asset Value (Reconciliation of NAV at Book Value
to NAV at Fair Value)
31 October
2022
31 October
2021
Net Asset Value per ordinary share
(borrowings at book value) 197.70p 331.03p
Shareholders’ funds
(borrowings at book value) £775,566,000 £1,341,355,000
Add: book value of borrowings £103,827,000 £66,153,000
Less: fair value of borrowings (£103,827,000) (£66,153,000)
Shareholders’ funds
(borrowings at fair value) £775,566,000 £1,341,355,000
Number of shares in issue 392,285,023 405,203,695
Net Asset Value per ordinary
share (borrowings at fair value) 197.70p 331.03p
At 31 October 2022 and 31 October 2021 all borrowings are
in the form of short term floating rate borrowings and their fair
value is considered equal to their book value, hence there is no
difference in the net asset value at book value and fair value.
Glossary of Terms and Alternative Performance Measures (‘APM’)
Net Liquid Assets
Net liquid assets comprise current assets less current liabilities,
excluding borrowings.
Discount/Premium (APM)
As stock markets and share prices vary, an investment trust’s
share price is rarely the same as its net asset value. When the
share price is lower than the net asset value per share it is said to
be trading at a discount. The size of the discount is calculated by
subtracting the share price from the 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, this situation is called a premium.
31 October
2022
31 October
2021
Net asset value per share (a) 197.70p 331.03p
Share price (b) 172.60p 319.50p
(Discount)/premium ((b) – (a)) ÷ (a) (12.7%) (3.5%)
Total Return (APM)
The total return is the return to shareholders after reinvesting the
net dividend on the date that the share price goes ex-dividend.
Compound Annual Return (APM)
The compound annual return converts the return over a period of
longer than one year to a constant annual rate of return applied to
the compound value at the start of each year.
Ongoing Charges (APM)
The total recurring expenses (excluding the Company’s cost of
dealing in investments and borrowing costs) incurred by the
Company as a percentage of the average net asset value (with
debt at fair value). The ongoing charges have been calculated on
the basis prescribed by the Association of Investment Companies.
Ongoing Charges Calculation
31 October
2022
31 October
2021
Investment management fee £5,107,000 £7,809,000
Other administrative expenses £953,000 £907,000
Total expenses (a) £6,060,000 £8,716,000
Average daily cum-income net
asset value (with debt at fair
value) (b) £959,272,000 £1,324,089,000
Ongoing charges (a) as
a percentage of (b) 0.63% 0.66%
Shareholder Information
Edinburgh Worldwide Investment Trust plc 77
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public
company, an investment trust can borrow money to invest in
additional investments for its portfolio. The effect of the borrowing
on the shareholders’ assets is called ‘gearing’. If the Company’s
assets grow, the shareholders’ assets grow proportionately more
because the debt remains the same. But if the value of the
Company’s assets falls, the situation is reversed. Gearing can
therefore enhance performance in rising markets but can adversely
impact performance in falling markets.
Gearing is the Company’s borrowings at book value less cash and
cash equivalents (including any outstanding trade settlements)
expressed as a percentage of shareholders’ funds.
31 October
2022
31 October
2021
Borrowings (at book value) £103,827,000 £66,153,000
Less: cash and cash equivalents
(£11,131,000) (£33,127,000)
Less: sales for subsequent
settlement (£4,598,000)
Add: purchases for subsequent
settlement £6,719,000
Add: buy-backs awaiting
settlement £433,000
Adjusted borrowings (a) £95,250,000 £33,026,000
Shareholders’ funds (b) £775,566,000 £1,341,355,000
Gearing: (a) as a
percentage of (b) 12% 2%
Potential gearing is the Company’s borrowings expressed as a
percentage of shareholders’ funds.
31 October
2022
31 October
2021
Borrowings (at book value) (a) £103,827,000 £66,153,000
Shareholders’ funds (b) £775,566,000 £1,341,355,000
Potential gearing (a) as
a percentage of (b) 13% 5%
Shareholder Information
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers
Regulations, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and
the use of derivatives. It is expressed as a ratio between the
Company’s exposure and its net asset value and can be
calculated on a gross and a commitment method. Under the
gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without
taking into account any hedging and netting arrangements.
Under the commitment method, exposure is calculated without
the deduction of sterling cash balances and after certain hedging
and netting positions are offset against each other.
Active Share (APM)
Active share, a measure of how actively a portfolio is managed,
is the percentage of the portfolio that differs from its comparative
index. It is calculated by deducting from 100 the percentage of
the portfolio that overlaps with the comparative index. An active
share of 100 indicates no overlap with the index and an active
share of zero indicates a portfolio that tracks the index.
Share Split
A share split (or stock split) is the process by which a company
divides its existing shares into multiple shares. Although the
number of shares outstanding increases, the total value of the
shares remains the same with respect to the pre-split value.
Unlisted Company
An unlisted company means a company whose shares are not
available to the general public for trading and not listed on a stock
exchange.
Directors
Chairman:
HCT Strutt
DAJ Cameron
H James
JK McCracken
CA Roxburgh
JA Simpson-Dent
MIG Wilson
Alternative Investment
Fund Manager,
Secretaries and
Registered Office
Baillie Gifford & Co Limited
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
Tel: 0131 275 2000
bailliegifford.com
Registrar
Computershare
Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 707 1643
Depositary
The Bank of New York Mellon
(International) Limited
1 Canada Square
London
E14 5AL
Company Broker
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Independent Auditor
Ernst & Young LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Company Details
edinburghworldwide.co.uk
Company Registration
No. SC184775
ISIN GB00BHSRZC82
Sedol BHSRZC8
Ticker EWI
Legal Entity Identifier:
213800JUA8RKIDDLH380
Further Information
Baillie Gifford Client
Relations Team
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
Tel: 0800 917 2112
Email:
trustenquiries@bailliegifford.com