
Section 1: Overview and performance
7
market demand on a timely basis, the
Board is seeking additional shareholder
authority at the forthcoming Annual
General meeting to issue and allot
new shares for an additional 10% over
and above the 10% authority that is
usually sought. These issuance and
allotment authorities are structured
as four separate resolutions; two
seek to renew the Board’s power to
sell shares from Treasury and/or to
issue new shares, and to do so on a
non pre-emptive basis up to 10% of
the Company’s issued share capital,
with two equivalent resolutions for an
additional 10%. It should be noted that
any shares issued will be a premium to
the NAV per share. The Board believes
these resolutions are in shareholders’
best interests and encourages
shareholders to support them. There
can be no certainty that issuance will
continue at the same level; however by
seeking this additional 10% authority
concurrently with the usual 10%
authority, your Board is seeking to
ensure that the Company is position to
allot new shares into market demand
at minimal cost to shareholders.
Such issuance will also increase the
capital base over which the Company’s
fixed costs are spread, reducing the
Company’s ongoing charges ratio
and further minimising costs for
shareholders.
The Board is also mindful that there
was significant volatility in markets
over the second half of 2022, with
markets correcting in late June
2022 as fears over the potential
recessionary impact of central banks’
reaction to inflation pressures took
hold; this created challenges for
many investment companies as
the average discount for the sector
widened significantly. Your
Board has
monitored the market throughout this
volatile period and, in conjunction
with the Company’s broker, has given
consideration to the possibility of
buying back shares on a daily basis
to the extent the Company’s shares
were trading at a discount, although
no shares were bought back during the
period under review.
Placing Programme
As well as seeking authority to issue
an additional 12,844,039 shares as
described above, the Board also sought
authority at the
G
eneral Meeting
on 26 May 2022 to allot on a non-
pre-emptive basis up to 65 million
ordinary shares pursuant to a Placing
Programme (which would only proceed
with the publication of a prospectus,
if appropriate, in due course). This
authority expires on the earlier of (i)
the first anniversary of the date of the
prospectus and (ii) the 2024 AGM.
The
Board took this step to ensure that the
Company would not be as constrained
in its ability to issue new shares to meet
demand by the Prospectus Regulation.
However, due to the turn in markets
the Company ultimately did not utilise
any of this authority during the year
nor, therefore, did it need to publish a
prospectus.
The Board does not
currently anticipate
exhausting the capacity under the
aggregate 20% issuance authorities
being sought at the AGM based on
current issuance levels, but
the Board
keeps the situation under close review
and will take the necessary steps
to ensure that a prospectus can be
published on a timely basis if required
such that the Company can continue to
issue shares into market demand.
Board Composition
The Board supports the increasing
focus on independence, tenure
and succession planning set out in
the updated Financial Reporting
Council’s review of the UK Corporate
Governance Code. With this in mind,
the Board commenced a search in
2021 to identify a new Director to join
the Board, assisted by a third-party
recruitment firm, Odgers Berndtson.
Following a detailed evaluation of each
of the candidates, the Board selected
Carole
Ferguson who was subsequently
appointed with effect from 22 December
2021. Mrs Ferguson was elected as a
Director at the Annual General Meeting
held on 15 March 2022.
Further information on all of the
Directors can be found in their
biographies on pages 35 and 36.
Information on the recruitment and
selection process undertaken and
details of the Board’s policy on director
tenure and succession planning can
be found in the Directors’ Report on
page 59.
As previously advised in last year’s
Annual Report, my predecessor, Ed
Warner stood down from the Board at
the AGM on 15 March 2022. Ed joined
the Board in July 2013 and had acted
as the Chair since March 2015. The
Board
wishes to thank Mr Warner for
his many years of excellent service, and
for leaving the Company with the solid
base and clear direction, from which we
can all continue to build the Company
with confidence. We wish Ed the best
for the future.
Annual general meeting
arrangements
The AGM will be held in person at
12:00 noon on Monday, 13 March
2023 at the offices of BlackRock at
12 Throgmorton Avenue, London EC2N
2DL. Refreshments and a sandwich
lunch will be provided.
At present UK Government restrictions
on public gatherings are no longer in
force in connection with COVID-19
and we therefore intend to hold the
AGM in the normal way with physical
attendance by shareholders. However,
although unlikely, shareholders
should be aware that it is possible that
such restrictions could be reimposed
if required prior to the date of the
AGM and therefore we recommend
that as well as physical attendance,
shareholders also cast their votes by
proxy to ensue that their votes are
counted in the event that they are
unable to attend.
Shareholders who intend to attend
the AGM should ensure that they
have read and understood the venue
requirements for entry to the AGM.
These requirements, along with
further information on the business of
this year’s AGM, can be found in the
Directors Report on
pages 60 to 62.
The Board very much looks forward to
meeting shareholders and answering
any question you may have on the day.
We hope you can attend this year’s