
4
BlackRock Throgmorton Trust plc
l
Annual Report and Financial Statements 30 November 2024
Section 1: Overview
Key highlights
1
Why BlackRock Throgmorton Trust plc?
2
Performance record
5
Ten year record
6
Section 2: Strategic report
Chairman’s statement
10
Investment Manager’s report
16
Portfolio of investments
23
Fair value and gross market exposure of investments
28
Distribution of investments
29
Business review
32
Section 172 statement
41
Environmental, Social and Governance
47
BlackRock Approach to Investment Stewardship
48
Section 3: Governance
Governance structure
52
Corporate governance statement
5
6
Directors’ report
63
Report of the remuneration committee
72
Directors’ remuneration policy
76
Report of the Audit Committee
78
Statement of Directors’ responsibilities in respect of
the Annual Report and Financial Statements
83
Section 4: Financial Statements
Independent Auditor’s Report
88
Statement of Comprehensive Income
94
Statement of Changes in Equity
95
Statement of Financial Position
96
Cash Flow Statement
97
Notes to the Financial Statements
98
Section 5: Additional information
Shareholder information
126
Analysis of ordinary shareholders
130
Ten year record
131
Management and other service providers
132
Information to be disclosed in accordance with
Listing Rule 9.8.4
133
Glossary
134
Section 6: Annual general meeting
Notice of annual general meeting
142
Share fraud warning
146
Contents
Financial
highlights
Portfolio
Investment
Manager’s report
Chairman’s
statement
Financial
statements
Section 1: Overview
1
The above financial highlights are at 30 November 2024 and percentage comparisons are against 30 November 2023.
¹
Alternative Performance Measures, see Glossary on pages 134 to 138.
²
Mid-market share price, NAV performance and Benchmark Index are calculated in Sterling terms with dividends reinvested. The
Benchmark Index is the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
³
Calculated on NAV performance versus the Benchmark Index performance, both with dividends reinvested.
Construction group Morgan Sindall was one of the portfolio’s standout performers. The ‘fit out’ division won several large
contracts during the year, resulting in upgrades. In addition to its high-profile BBC Cardiff headquarters project (front cover
and main photo opposite), recent commissions have included GSK and Capital Group (right-hand photos opposite).
Key highlights
NAV total
return
+16.3
%
Total Net
Assets
£595.9m
Share price
discount/
premium to NAV
-13.2
%
2023: -3.6
%
Total dividend
per share
18.00
p
+
22.0
%
Revenue
earnings
per share
18.54p
+12.0
%
Share price
total return
+5.0
%
Share price
at year end:
593.00p
Benchmark
total return
+14.1
%
for the year ended 30 November 2024
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BlackRock Throgmorton Trust plc
l
Annual Report and Financial Statements 30 November 2024
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BlackRock Throgmorton Trust plc
l
Annual Report and Financial Statements 30 November 2024
Investment
Manager’s
report
For the 12 months ended 30 November 2024
Market review and investment performance
The Company delivered a positive return of 16.3% net of fees over the 2024 financial year, outperforming the benchmark by
+2.2%. Performance in absolute and relative terms was weighted towards the first half of the year. The Company delivered a
return (net of fees) of +19.2%, outperforming the Benchmark Index by +2.4% in the first half of the year and in the second half
of the year returned -2.4% versus the Benchmark return of -2.3%.
This reflected
the disappointing end to the year in response
to Labour’s drumbeat of negativity in the lead up to the budget and then of course the budget itself. What a difference a year
can make; after a protracted period of subdued returns from the UK small & mid cap market which started in 2022, it really felt
like things were turning up during the first half of this year. We started the second half with real optimism, with low inflation,
strong employment, and economic growth, and improving business and consumer confidence. What a backdrop for Labour
to build on with their “pro-growth” mandate! Unfortunately, defeat was soon snatched from the jaws of victory and the year
finished on a very weak note.
The Company’s outperformance during the first half of the year can be attributed to a number of strong stock specifics across
a broad range
of companies such as IntegraFin, Gamma Communications and Morgan Sindall (see table overleaf for the top
10 contributors and detractors to performance during the year). 2024 has been one of the most difficult years to navigate in
the 10 years I have managed the Company’s portfolio. Outflows in the asset class have continued, pressuring share prices and
valuations of thinly traded shares, where valuation alone
was
an insufficient catalyst for a reversal of performance, despite
in many cases far more robust trading than their valuations would suggest. Meanwhile, mergers and acquisitions (“M&A”)
in UK small and medium sized companies continues at pace as private
e
quity and
i
nternational companies take advantage
of weaker GBP and depressed valuations. This is only good news if you own the shares (though then there is a debate about
whether one is selling out on the cheap and forgoing future capital growth for a cash bid today), but for Throgmorton in 2024
the M&A activity cost around 300 basis points (“bps”) of relative performance in the year (i.e. companies being acquired in the
benchmark that Throgmorton didn’t own), a material headwind to relative performance. I expect 2025 to be another year of
elevated M&A activity, so only time will tell if that is a tailwind or headwind to relative and absolute performance this year.
Positive contributors to performance in the second half of the year were well spread across sectors. Our largest position,
aggregates business
Breedon
, delivered resilient results despite adverse weather and subdued market conditions. Breedon
continues to be impacted by negative volumes but has continued to make headway with pricing increases and cost efficiencies
to grow profitability while it waits for a volume recovery in the market.
Morgan Sindall’s
“fit out“ division, another large holding
within the portfolio, won several large contracts during the year, resulting in upgrades. Morgan Sindall is the number one
player in the market and post the recent demise (bankruptcy) of the number 2 player, this favourable evolution of market
structure should lead to improved returns and further market share gains from here. Shares in tour operator
Jet2
rose after
the company upgraded guidance having seen record passengers during the first half of its financial year. Demand increased
for both package holidays and flight only options as consumers prioritise
d
overseas vacations despite a more challenging
economic backdrop. Industry capacity remains constrained, whilst Jet2’s
stronger balance sheet and
fleet additions leave
them well placed to grow market share and support pricing/mix in margin accretive holiday packages. In the technology sector
a
notable contributor during the period included
Baltic Classifieds
which
experienced strong growth in its market leading Real
Dan Whitestone
Investment Manager
10
BlackRock Throgmorton Trust plc
l
Annual Report and Financial Statements 30 November 2024
2024 in brief
•
The year to 30 November 2024 was a very challenging and unusual year. In particular:
–
With little demand for UK equities, UK small/mid-cap valuations started the year weak
–
Wealth Manager consolidation and exposure limits led to selling (of both the Company and likely other UK small/
mid cap funds) throughout the year
–
Capital Gains Tax planning drove further selling ahead of the tax year end in April 2024 and the UK Budget in
October 2024
–
US elections and the UK budget led some investors, in particular UK wealth managers, to allocate away from the UK
and further reduce their UK small/mid-cap investments
•
The Company’s portfolio has therefore been cautiously positioned by your portfolio manager
•
A positive NAV total return of +16.3%, an outperformance of 2.2% vs the Benchmark, is therefore a pleasing result for
a cautiously positioned portfolio in challenging and unusual year
•
Your portfolio manager, Dan Whitestone, has outperformed the benchmark in 9 of the last 10 years. Indeed, since
March 2015 when Dan Whitestone became portfolio manager, he has outperformed the benchmark by 78.7%
(generating a total NAV return up to 30 November 2024 of +130.5% vs a benchmark return of +51.8%)*
•
To keep the share price performance as close as possible to the NAV performance and keep the discount at a level
compatible with the liquidity of the portfolio, significant buy backs were undertaken during the year representing
9.4% of our shares in FY2024 (FY2023: 5.3%; since buybacks started in April 2022: 16.3%). A further 6.6% has been
bought back since the year end (up to the latest available date of 14 February 2025)
•
Despite these extensive buy backs, the Company delivered a disappointing FY2024 share price total return of +5.0%,
underperforming the Benchmark by 9.1% and some 11.3% below the NAV performance, as the:
–
discount widened at year end to -13.2% (30 November 2023 : -3.6%)
–
average FY2024 discount was up at -
9.3
% (FY2023: -5.25%)
•
Average FY2024
discount of -9.3% vs a UK Smaller Companies sector average of -11.1%
•
Longer-term NAV and Share Price performance however remains good
–
Strong over 10 years; our NAV has outperformed the Benchmark by 88.8% and the share price by 101.6%
–
Although weaker over 3 and 5 years as the impact of the Ukraine invasion on our asset class and our
underperformance versus our benchmark in 2022 works through
•
Dividends again increased consistent with Board’s desire for a progressive dividend. Total dividend of 18.00p per
share for FY2024 declared (30 November 2023: 14.75p)
•
The Board remains confident in the Manager, the portfolio manager and his investment philosophy and process, and
the rest of the BlackRock Emerging Companies investment team. The Board therefore believes that when confidence
in the UK returns and demand for UK small/mid-cap funds and equities improves, BlackRock Throgmorton is well
positioned to return to its position as a sector leader
Christopher Samuel
Chairman
Chairman’s statement
Strategic report
The Directors present the Strategic Report of the Company for the year ended 30 November 2024.
*
Dan Whitestone was co-manager of the portfolio until February 2018 after which he became sole portfolio manager.
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