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Annual Financial Report

13 May 2016 14:45

RNS Number : 2468Y
Aberdeen New Thai Inv Trust PLC
13 May 2016
 

ABERDEEN NEW THAI INVESTMENT TRUST PLC

 

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 28 FEBRUARY 2016

 

 

STRATEGIC REPORT

 

Financial Highlights

 

Ordinary share price total return

Net asset value per Ordinary share total return

 

2016

-9.2%

2016

 -9.5%

2015

+32.2%

2015

+31.9%

 

Stock Exchange of Thailand Index total return

 

Earnings per Ordinary share (revenue)

 

2016

-11.6%

2016

 8.89p

2015

+35.3%

2015

 8.20p

 

Dividend per Ordinary share

 

2016

8.50p

2015

8.20p

 

Overview

Launched in 1989, Aberdeen New Thai Investment Trust PLC (the "Company") is an investment trust with its Ordinary shares listed on the premium segment of the London Stock Exchange. The Company is an approved investment trust and aims to provide shareholders with a high level of long-term, above average capital growth through investment in Thailand.

 

The Company is governed by a board of directors, the majority of whom are independent, and has no employees. Like other investment companies, it outsources its investment management and administration to an investment management group, the Aberdeen Group, and other third party providers.

 

The Company does not have a fixed life but there is a discount monitoring period which operates annually during the last 12 weeks of the Company's financial year. In the 12 weeks ending 28 February 2016, the Ordinary shares traded at an average discount of 14.2% to the underlying net asset value per share (excluding income), therefore no special resolution to wind up the Company will be put to shareholders at the forthcoming AGM.

 

Management

The Company has appointed Aberdeen Fund Managers Limited ("AFML", " Manager", or "AIFM") as its alternative investment fund manager, which has in turn delegated certain responsibilities, including investment management, to Aberdeen Asset Management Asia Limited ("AAMAL" or "Investment Manager").

 

Financial Calendar

13 May 2016

Announcement of results for year ended 28 February 2016

2 June 2016

Ex-dividend date for proposed Final Ordinary dividend

3 June 2016

Record date for proposed Final Ordinary dividend

23 June 2016

AGM at 11.30am at Bow Bells House, 1 Bread Street, London EC4M 9HH

28 June 2016

Payment date for proposed Final Ordinary dividend

October 2016

Announcement of results for the six months ending 31 August 2016

April 2017

Announcement of results for year ending 28 February 2017

 

 

CHAIRMAN'S STATEMENT

Background and Results

Thai equities faced considerable pressure for most of the 12-month review period, as did those across emerging markets generally. Investors largely avoided the asset class amid a raft of negative sentiment. Plummeting commodity prices were a key concern, while uncertainty over the state of China's economy and the US Federal Reserve's mixed signals on interest rates further weighed on the Thai stock market. The faltering domestic economy did little to encourage investors. However, the New Year saw a turnaround as Thailand's markets rallied, proving an exception among their peers, but it was not enough to recoup earlier losses.

 

Against this backdrop, the Company's net asset value ("NAV") per Ordinary share fell by 9.5% on a total return basis, to 483.0p, compared to the sterling-adjusted decline in the benchmark, the Stock Exchange of Thailand Index, of 11.6%. The Company's Ordinary share price fell by 9.2% on a total return basis to 408p, reflecting a 13.9% discount to the NAV (excluding income) per Ordinary share.

 

Despite the challenging operating environment that has persisted in Thailand, and the wider region, over the last couple of years, your Company has maintained its record of long-term outperformance, delivering annualised returns of 14.5% over five years, compared to the benchmark's 10.0% gain.

 

Dividend

The revenue earnings per Ordinary share were 8.9p for the year ended 28 February 2016 and the Board is proposing to shareholders an increased final dividend per Ordinary share of 8.5p (2015 - 8.2p), paying out the majority of the Company's earnings in keeping with its dividend policy. If approved at the Annual General Meeting ("AGM") on 23 June 2016, the final dividend will be paid on 28 June 2016 to shareholders on the register as at 3 June 2016. The ex-dividend date will be 2 June 2016.

 

Overview

The military administration's efforts to return power to a democratically-elected government showed little urgency; the National Reform Council rejected the first draft constitution, delaying elections to mid-2017 at the earliest. Nonetheless, the superficial calm and stability established by the current regime were welcomed, given Thailand's propensity for frequent bouts of political upheaval. Meanwhile, the junta appeared committed to taking action to revive demand, boost the ailing economy and reduce corruption. The newly-appointed economic team, forged during August's cabinet reshuffle, was quick to act, announcing a slew of stimulus packages. Measures included soft loans, seed capital and income tax cuts, primarily to support small to medium-sized businesses, an extension of tax savings for long-term mutual funds, accelerating large infrastructure projects, and support for low to middle-income earners to buy homes. Later, the government also announced a supplementary budget of 56 billion baht and soft loans for farmers. These incentives seemed to have the desired effect on consumer sentiment at least; confidence began to recover late in 2015, rising for the first time in almost a year.

 

Despite the government's support, the economy was buffeted by headwinds on several fronts. The sluggish state of most of the world's large economies weighed heavily on Thailand's exports, which fell by 5.6% year-on-year in 2015. The rural population was hit particularly hard, given declining prices for agricultural products, such as rice and rubber, of which Thailand is a major exporter. This largely overshadowed the benefits of it being a net importer of oil at record-low prices. Domestic demand remained depressed, hampered by persistently elevated levels of household debt. The gloomy economic backdrop was further complicated by August's deadly bomb blast in central Bangkok, which hit tourist arrivals in the immediate aftermath, and the country's worst drought in a decade. The Bank of Thailand ("BoT") was compelled to downgrade its growth forecasts several times last year and, at the time of writing, had cut its GDP growth target for 2016 from 3.5% to 3.1%.

 

There were some bright spots, however. Tourism remained a key pillar of the economy, with arrivals rebounding swiftly following the bombing to climb by around 20% in 2015. The healthcare industry was similarly buoyant. Meanwhile, the drop in energy prices subdued inflationary pressures, leaving room for more accommodative monetary policy; the BoT cut interest rates twice in 2015. Elsewhere, the current account remained well in surplus and foreign reserves stayed at healthy levels, which helped limit the baht's slide - it held up better than many other emerging market currencies.

 

Outlook

Thailand's equity market has enjoyed a resurgence since the beginning of 2016, outperforming most of their regional peers. However, further bouts of volatility are likely as the year progresses, given institutional uncertainty the precarious state of the global economy, continued speculation over the US Federal Reserve's plans for interest rate hikes and the residual impact of prolonged low commodity prices. The domestic economy is unlikely to deviate significantly from its subdued pace of growth, especially in light of the sluggish state of exports. There is probably little chance of a sustained recovery in external demand in the near term; certainly as long as China's waning appetite for imported goods and services casts a shadow over the region's exporters. Meanwhile, lower private investment and consumer demand continue to put pressure on Thailand's economy. That said, the government's outlays should continue to provide support, while its focus on expediting infrastructure projects also bodes well.

 

Elsewhere, tourists look set to arrive in even greater numbers during 2016, providing a much-needed economic boost. The prevailing political 'peace and quiet' has helped improve confidence in Thailand as a destination, while also making life easier for the corporate sector. However, this has failed to stem criticism that the junta is actively delaying Thailand's return to democratic rule in a bid to retain power. Nevertheless, the relative calm should continue for the near term at least. It remains to be seen whether the prospect of elections, currently expected in mid-2017, unsettles this status quo.

 

Thailand has certainly faced its share of challenges over the past 12 months. Fundamentally, however, it remains in good shape, with healthy finances, a manageable level of foreign debt and robust financial institutions - which is more than can be said for many global economies. Meanwhile, its longer-term prospects remain attractive, particularly given the strategic significance of its location, bordering the rapidly-growing frontier markets of Cambodia, Laos and Myanmar.

 

Overall, the carefully-selected constituents of your portfolio are high-calibre, financially-sound companies, with good management, and excellent growth potential. Despite the tough operating conditions of late, your holdings have been largely resilient, with the majority either maintaining or increasing their full-year dividends for 2015. This is testament to the confidence management teams have in their respective businesses. I remain assured that your portfolio is well-positioned to reap rewards over the long term. Further details about your portfolio are available in the Investment Manager's Report.

 

Discount

The Board continues to monitor the discount of the Ordinary share price to the NAV per Ordinary share (excluding income) and will continue to pursue a policy of selective buybacks of shares where to do so would be in the best interests of shareholders. During the year ended 28 February 2016 the Company bought back and cancelled 903,143 Ordinary shares (2015 - 60,000 Ordinary shares), representing 4.3% of the Company's issued share capital at the start of the year.

 

Promotional Activities

Your Board continues to promote the Company through the Manager's promotional activities and the Company contributed £84,000 (including VAT) during the year ended 28 February 2016. The Board reviews regularly the impact of these promotional activities.

 

Board Changes

James Robinson, who has served as a Director since 2006, retires from the Board at the AGM. The Board should like to place on record its considerable thanks to James for his contribution to the Company's success, including in his role as Chairman of the Audit and Management Engagement Committee for eight years, and latterly as Senior Independent Director ("SID"). Clare Dobie is appointed as SID with effect from the conclusion of the AGM.

 

AGM

The AGM, which will be held at Bow Bells House, 1 Bread Street, London EC4M 9HH from 11.30am on 23 June 2016, provides shareholders with an opportunity to meet the Board and to ask any questions that they may have of either the Board or the Manager. I look forward to meeting as many shareholders as possible at the AGM which will be followed by a buffet lunch.

 

Nicholas Smith

Chairman

 

13 May 2016

 

 

OVERVIEW OF STRATEGY

Business Model

The business of the Company is that of an investment company which seeks to qualify as an investment trust for UK capital gains tax purposes. The Directors do not envisage any change in this activity in the foreseeable future.

 

Investment Objective

The Company aims to provide shareholders with a high level of long-term, above average capital growth through investment in Thailand.

 

Investment Policy

The Company's assets are invested in a diversified portfolio of securities (substantially in the form of equities or equity-related securities such as convertible securities and warrants) in companies, spread across a range of industries, which are quoted on the Stock Exchange of Thailand.

 

Risk Diversification

Delivering the Investment Policy

The Investment Manager follows a bottom-up investment process based on a disciplined evaluation of companies through direct visits by its fund managers and, accordingly, stock selection is the major source of added value. No stock is bought without the fund managers having first met management. The Investment Manager estimates a company's worth in two stages, quality then price. Quality is defined by reference to, amongst other factors, management, business focus, the balance sheet and corporate governance. Price is calculated by reference to key financial ratios, the market, the peer group and business prospects. Top-down investment factors are secondary in the Manager's portfolio construction with diversification, rather than formal controls, guiding stock and sector weights. Investments are not limited as to market capitalisation or sector weightings within Thailand.

 

The Investment Manager is authorised to invest up to 10% of the Company's net assets in any single stock although circumstances may occasionally arise when it may be in shareholders' interests to make an investment that exceeds this level.

 

The Company complies with Section 1158 of the Corporation Tax Act 2010 as amended and the requirements of S.I. 2011/2999, and does not invest more than 15% of its assets in the shares of any one company. The Company invests no more than 15% of its gross assets in other listed investment companies (including listed investment trusts).

 

The Company does not currently use derivatives but keeps this under review.

 

Gearing

The Company's gearing policy is that borrowings are short-term in nature and particular care is taken to ensure that any bank covenants permit maximum flexibility of investment policy. At the year end there was net gearing of 2.2% which compares with a maximum Board-imposed limit of 15%.

 

Benchmark

The Company's benchmark is the Stock Exchange of Thailand Index ("SET Index").

 

Key Performance Indicators ("KPIs")

The Board uses a number of financial performance measures to assess the Company's success in achieving its objective and determining the progress of the Company in pursuing its investment policy. The main KPIs identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:

 

KPI

Description

Capital and total return of the Net Asset Value ("NAV") relative to SET Index

 

The Board considers the Company's NAV capital and total return figures, relative to the SET Index, to be the best indicator of performance over time. The figures for this year and for the past three and five years are set out below and a graph showing NAV (excluding income) capital return performance against the SET Index over the past 10 years is shown in the published Annual Report.

 

Discount/premium to NAV

The discount/premium at which the Company's share price trades relative to the NAV per share, excluding income, is closely monitored by the Board. A graph showing the discount/premium over the last five years is shown in the published Annual Report.

 

Ongoing charges

The Board regularly monitors the Company's operating costs and their composition with a view to limiting increases wherever possible. Ongoing charges for this year and the previous year are disclosed below

 

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial position, performance and prospects. The Board has carried out a robust assessment of these risks, which include those that would threaten its business model, future performance and solvency. The principal risks associated with an investment in the Company's shares are published monthly in the Company's factsheet or they can be found in the pre-investment disclosure document ("PIDD") published by the AIFM, both of which are available from the Company's website: newthai-trust.co.uk.

 

The principal risks and uncertainties faced by the Company are reviewed annually by the Audit and Management Engagement Committee in the form of a detailed risk matrix and heat map and they are described in the table below, together with any mitigating actions.

 

Description

Mitigating Action

Discount volatility - being the risk that the Company's share price may fluctuate and vary considerably from the underlying NAV of the Ordinary shares. External factors which may influence the discount include market conditions, general investor sentiment and the interaction of supply and demand for the Ordinary shares.

 

The Board has agreed with Aberdeen certain parameters within which Aberdeen may buy-back the Company's own shares. Any shares repurchased may be either cancelled or held in treasury. These parameters are reviewed on an ongoing basis.

 

Dividends - the Company will only pay a dividend on the Ordinary shares to the extent that it has profits or revenue reserves available for that purpose. The ability of the Company to pay a dividend, and any future dividend growth, will depend primarily on the level of income received from its investments. Accordingly, the amount of the dividends paid to Ordinary shareholders may fluctuate.

 

The Board monitors this risk by reviewing, at each meeting, short and longer-term income forecasts prepared by the Manager covering portfolio investment yield as well as the expected operating costs of the Company.

 

The Company benefits from revenue reserves which may be drawn upon to smooth dividends payable to shareholders where there is a shortfall in revenue returns.

 

Financial and Regulatory - the financial risks associated with the portfolio could result in losses to the Company. In addition, failure to comply with relevant regulation (including the Companies Act, the Financial Services and Markets Act, the Alternative Investment Fund Managers Directive, accounting standards, investment trust regulations and the Listing Rules, Disclosure and Transparency Rules and Prospectus Rules) may have an adverse impact on the Company.

 

Any change in the Company's tax status or in taxation legislation (including the tax treatment of dividends or other investment income received by the Company) could affect the value of the investments held by the Company and the Company's ability to provide returns to shareholders or alter the post-tax returns to shareholders.

 

The financial risks associated with the Company include market risk, liquidity risk and credit risk, all of which are mitigated by the Investment Manager. Further details of the steps taken to mitigate the financial risks associated with the portfolio are set out in note 15 to the financial statements. The Board is responsible for ensuring the Company's compliance with applicable regulations. Monitoring of this compliance, and regular reporting to the Board thereon, has been delegated to the Manager. The Board receives updates from the Manager and AIC briefings concerning industry changes. From time to time, the Company also employs external advisers to advise on any specific areas of compliance.

Foreign Exchange Risks - the Company accounts for its activities and reports its results in Pounds Sterling ("Sterling") while investments are made and realised in Thai Baht; bank borrowings are presently denominated in Sterling. It is not the Company's present intention to engage in currency hedging although it reserves the right to do so. Accordingly, the movement of exchange rates between Sterling, Thai Baht and other currencies in which the Company's borrowings may be drawn down from time to time may have a material effect, unfavourable as well as favourable, on the total return otherwise experienced on the investments made by the Company.

 

The Company's multi-currency bank facility permits the borrowings to be drawn down in non-Sterling currencies if required. The Board monitors the Thai Baht/Sterling exchange rate at each meeting.

Gearing - whilst the use of gearing should enhance the total return on the Ordinary shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is less than the cost of borrowing, further reducing the total return on the Ordinary shares. A fall in the value of the Company's investment portfolio could result in a breach of bank covenants and trigger demands for early repayment.

 

The Board is responsible for determining the gearing strategy for the Company, with day-to-day gearing decisions being made by the Investment Manager.

 

Borrowings are short term in nature and particular care is taken to ensure that any bank covenants permit maximum flexibility of investment policy. The Board has agreed certain gearing restrictions with the Manager and reviews compliance with these guidelines at each Board meeting. Loan agreements are entered into following review by the Company's lawyers.

 

Investment objective - the setting of an unattractive strategic proposition to the market and the failure to adapt to changes in investor demand may lead to the Company becoming unattractive to investors, a decreased demand for its shares and a widening discount.

The Board keeps the investment objective and policy under regular review. An annual strategy meeting is held by the Board including the review of reports from the Investment Manager's investor relations team and updates on the market from the Company's broker.

 

Liquidity risk - this is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

 

In addition, the Company, and/or its Investment Manager may accumulate investment positions which represent more than normal daily trading volumes which may make it difficult to realise investments quickly.

 

Liquidity risk is not considered to be significant as, whilst liquidity is limited in certain stocks which the Company holds, the majority of the Company's assets comprise readily realisable securities which can be sold to meet funding requirements if necessary.

 

Market risk - being the risk that the portfolio, managed by the Investment Manager, suffers a fall in its market value which would have an adverse effect on shareholders' funds. The Company's investments are subject to normal market fluctuations and the risks inherent in the purchase, holding or selling of equity securities and there can be no assurance that appreciation in the value of those investments will occur.

 

The Investment Manager seeks to diversify market risk by investing in a wide variety of companies with strong balance sheets and the earnings power to pay increasing dividends. In addition, investments are made in diversified sectors in order to reduce the risk of a single large exposure; at present the Investment Manager may not invest more than 10% of the Company's net assets in any single stock.

 

The Investment Manager believes that diversification should be looked at in absolute terms rather than relative to the SET Index. The performance of the portfolio relative to the SET Index and the underlying stock weightings in the portfolio against their index weightings are monitored closely by the Board.

 

Operational - the Company has contracted with third parties for the provision of all systems and services (in particular, those of the Aberdeen Group) and any control failures and gaps in these systems and services could result in a loss or damage to the Company.

The Board receives reports from the AIFM throughout the year on internal controls and risk management and receives equivalent assurances from all its other significant service providers on at least an annual basis. This includes monitoring by the Manager, on behalf of the Board, of service providers' planning for business continuity and disaster recovery, together with their policies and procedures designed to address the risk posed to the Company's operations by cyber-crime. Further details of the internal controls which are in place are set out in the Audit and Management Engagement Committee's Report. The depositary, BNP Paribas, presents at least annually on the Company's compliance with AIFMD.

 

Political Risk and Exchange Controls - in common with stockmarkets in other emerging and less developed countries, investments in Thailand are subject to a greater degree of political risk than that with which investors might be familiar.

 

In addition, investments purchased by the Company may be subject, in the future, to exchange controls or withholding taxes in the Thai jurisdiction. In the event that exchange controls or withholding taxes are imposed with respect to any of the Company's investments, the effect will generally be to reduce both the income received by the Company from its investments and/or the capital value of the affected investments.

 

Given the nature of the risks to which the Company's investments are subject, which are those inherently associated with a single-country fund, there are limited options available to the Board for mitigating these risks. Your Board believes that mitigation is best effected by careful selection of the constituents of the Company's portfolio with high-calibre, financially-sound companies, with good management and excellent growth potential.

 

Investment in Thai equities involves a greater degree of risk than that usually associated with investment in major securities markets. Through regular interaction with the Manager and other commentators, the Board stays up-to-date with the latest political and economic news in Thailand.

 

 

Promoting the Company

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares. The Board believes an effective way to achieve this is through subscription to, and participation in, the promotional programme run by the Aberdeen Group on behalf of a number of investment companies under its management. The Company's financial contribution to the programme is matched by the Aberdeen Group. The Aberdeen Group Head of Brand reports quarterly to the Board giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the composition of that register.

 

The purpose of the programme is both to communicate effectively with existing shareholders and to gain new shareholders with the aim of improving liquidity and enhancing the value and rating of the Company's shares. Communicating the long-term attractions of the Company is key and therefore the Company also supports the Aberdeen Group's investor relations programme which involves regional roadshows, promotional and public relations campaigns.

 

Board Diversity

The Board recognises the importance of having a range of skilled and experienced individuals with sufficient and appropriate knowledge to allow the Board to fulfill its obligations. During the year ended 28 February 2016 there were four male Directors and one female Director.

 

Environmental, Social and Human Rights Issues

The Company has no employees as the Board has delegated day to day management and administrative functions to AFML. There are therefore no disclosures to be made in respect of employees. The Company's socially responsible investment policy is outlined below.

 

Socially Responsible Investment Policy

The Board acknowledges that there are risks associated with investment in companies which fail to conduct business in a socially responsible manner and has noted the Aberdeen Group's policy on socially responsible investment. The corporate responsibility programme of the AIFM's parent company, Aberdeen Asset Management PLC, including its environmental policy, can be found on http://www.aberdeen-asset.com/aam.nsf/groupCsr/home.

 

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.

 

Future

The Board expects the Company to continue to pursue its investment objective and accepts that this may involve divergence from the benchmark. The companies which make up the investment portfolio are considered by the Investment Manager to demonstrate resilience in the context of the Thai political situation and to offer opportunities for investors to benefit from the development of the broader Thai economy.

 

In addition, many of the non-performance related trends likely to affect the Company in the future are common across all closed ended investment companies, such as the attractiveness of investment companies as investment vehicles, the impact of regulatory changes (including MiFID II and the Packaged Retail Investment and Insurance Products regulations) and the recent changes to the pensions and savings market in the UK. These factors need to be considered alongside likely future developments for the Company's investments and the Board's expectations in this regard can be found in the Chairman's Statement whilst the Investment Manager's views may be found in their Report.

 

Nicholas Smith

Chairman

 

13 May 2016

 

 

INVESTMENT MANAGER'S REPORT

Overview

Thai equities fell in the year under review, during a period fraught with erratic movements in global stockmarkets. Policy missteps in China that triggered sell-offs worldwide, the slowing Chinese economy, uncertainty around the pace of normalisation of US interest rates and plummeting oil and commodity prices, all roiled investor sentiment and impacted macroeconomic conditions domestically. A moribund state of affairs in Thailand became marked by an ongoing slump in manufacturing and exports, declining inflation, lacklustre business and consumer spending, and a weakening baht. However, confidence was boosted towards the end of the review period, following a rash of government stimulus measures and commitment to increased spending on infrastructure projects. The market defied the regional trend to recover slightly, on the back of better-than-expected fourth-quarter GDP data and generally upbeat earnings news.

 

Portfolio

Sustained jitters in Thai equities saw the SET Index fall by 11.6%, in total return terms, over the year ended 28 February 2016. Positive stock selection meant that the portfolio outperformed the benchmark, posting a NAV decrease of 9.5%.

 

Holding Big C Supercenter proved beneficial, as its share price rose on news that French parent Casino Group had sold its 59% stake in the Thai subsidiary to local import-export firm Berli Jucker at 252.88 baht per share. Similarly, Eastern Water Resources held up relatively well amid the sell-off, and was spared the effects of severe droughts that hit much of rural Thailand hard.

 

We have exposure to the telecommunications sector via the portfolio's holding in Advanced Info Service (AIS), the largest player in a market that already has the second highest mobile broadband penetration rate in Southeast Asia. AIS' win in the auction for new 4G frequencies partially resolves the mobile operator's capacity issues and allows it to keep up with its competitors, while maintaining healthy cash flow.

 

Among financials, Bangkok Insurance and Tisco were resilient as their steady, dependable businesses stood them in good stead. Tisco's share price improved, despite declaring a 4.4 billion baht loan to Sahaviriya Steel Industries as non-performing. Its credit rating remains largely intact for now, and its loan quality still exceeds the industry average, particularly with regard to auto loans.

 

Dynasty Ceramic's margins have stayed high, on the back of lower natural gas prices and controlled operating expenses, despite softer sales volumes. Elsewhere, Electricity Generating's role as the state utility provider helped it withstand rocky periods of market volatility. Not holding PTT Public Company Ltd aided performance, as it fell heavily in tandem with declining oil prices.

 

Property developers Sammakorn and LPN Development were hit by sluggish macroeconomic conditions, and suffered bouts of profit-taking with the stocks having done well previously. The economic slowdown resulted in slack advertising revenues for BEC World, in a sector that has become very competitive. The diversified media company also faced pressure from costs associated with the introduction of its digital TV offering. Even so, it remains one of the dominant players in the broadcasting industry, with the economies of scale to generate high-quality content.

 

The worsening global commodities rout took a toll on PTT Exploration & Production as well as Banpu. While PTT Exploration & Production was hurt by the oil slump and posted a net loss on the back of impairments, its operations have been largely resilient, with sales volumes improving marginally on rising domestic energy demand. In addition, its balance sheet is robust with a net cash position. It withdrew from an offshore exploration joint-venture with Pancontinental in Kenya to reduce risk, and sold a 20% stake in its Myanmar oil fields to Mitsui Oil Exploration and Palang Sophon Offshore. By the same token, Banpu was weighed down by the collapse in coal prices, but we are heartened by its capital raising to repay debt and restructure finances.

 

The market did not take too kindly to Siam City Cement's change in major shareholder from Holcim to Jardine Matheson, when the former chose to divest its 27.5% stake in the lead-up to its merger with Lafarge. Nevertheless, we believe the cement producer's operations remain stable and its fundamentals sound.

 

In terms of portfolio activity, we introduced to the portfolio Bangkok Bank, one of Thailand's largest commercial banks by loans and customer deposits; it also has a large branch network, domestically and internationally. Against this, Siam Cement and Bumrungrad Hospital were top-sliced following good performances.

 

Outlook

While stocks have been trading with renewed vigour since the start of the year, Thai equities are unlikely to stage a meaningful rebound, with the macroeconomic situation still weak. The Bank of Thailand has downgraded its growth forecast to 3.1% for 2016, as agriculture, manufacturing, exports and domestic consumption all continue to wane. High levels of household debt, declining consumer confidence and natural calamities may interfere with opportunities to revive spending and development. External factors such as China's slowdown and uncertainty over future US interest rate decisions could also act as a drag on the domestic market.

 

With the economy in a moribund state, corporate earnings are likely to be weaker this year, although the portfolio's strength lies in its emphasis on companies that are operationally solid and have balance sheet strength. In the finance sector, non-performing loans continue to rise, but at nowhere near the levels seen during the 1997 Asian crisis. The banks in your portfolio are relatively better-off than those in other emerging markets. We expect valuations to fall further this year, and see opportunity in volatility to top up on stocks that we favour.

 

The portfolio's holdings are mostly market leaders in their respective industries, and we continue to be confident in their ability to outshine their peers, even in uncertain times.

 

Aberdeen Asset Management Asia Limited

Investment Manager

 

13 May 2016

 

 

Performance

1 year return

3 year return

5 year return

%

%

%

Total return (capital return plus dividends reinvested)

Share price

-9.2

-19.9

+88.7

Net asset value (basic)

-9.5

-11.2

+72.5

SET Index

-11.6

-12.3

+63.0

Capital return

Share price

-11.0

-24.1

+69.1

Net asset value (basic)

-11.0

-15.2

+57.6

SET Index

-14.5

-20.4

+36.8

Source: Aberdeen Group/Morningstar

 

 

Financial Highlights

 

28 February 2016

28 February 2015

% change

Total assets

£98,582,000

£115,290,000

-14.5

Equity shareholders' funds (net assets)

£95,932,000

£112,640,000

-14.8

Market capitalisation

£81,030,000

£95,148,000

-14.8

Ordinary share price (mid-market)

408.00p

458.25p

-11.0

Net asset value per Ordinary share

483.03p

542.49p

-11.0

Discount to net asset value (excluding current year income)

13.9%

14.2%

Discount to net asset value (including current year income)

15.5%

15.5%

Stock Exchange of Thailand ("SET") Index

27.17

31.76

-14.5

(Sterling adjusted, capital return)

Net gearing{A}

2.20%

0.97%

Dividends and earnings

Revenue return per share

8.89p

8.20p

+8.4

Proposed final dividend per share

8.50p

8.20p

+3.7

Dividend cover

1.05

1.00

Revenue reserves (prior to payment of proposed final dividend)

£3,702,000

£3,575,000

Operating costs

Ongoing charges ratio{B}

1.45%

1.39%

{A} Calculated in accordance with AIC guidance "Gearing Disclosures post RDR".

{B} Ongoing charges ratio calculated in accordance with guidance issued by the AIC as the total of the investment management fee and administrative expenses divided by the average cum income net asset value throughout the year.

 

 

Dividends

Rate

ex-dividend date

Record date

Payment date

Proposed final dividend 2016

8.50p

02 June 2016

03 June 2016

28 June 2016

Final dividend 2015

8.20p

04 June 2015

05 June 2015

30 June 2015

 

 

Ten Year Financial Record

Year to 28 February

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Total revenue (£'000)

1,592

1,726

1,845

1,766

2,652

2,961

2,934

3,715

3,546

3,573

_____

_____

_____

_____

_____

_____

_____

_____

_____

_____

Per share (p)

Net revenue return

3.53

3.92

4.86

5.15

8.28

8.87

7.39

8.73

8.20

8.89

Net dividends proposed

2.60

2.75

3.50

5.10

8.00

8.00

7.00

8.00

8.20

8.50

Net asset value - basic

169.96

196.18

139.67

222.99

306.57

387.73

569.58

418.64

542.49

483.03

Ordinary share price

156.00

187.00

120.00

171.50

241.25

311.25

537.50

353.75

458.25

408.00

_____

_____

_____

_____

_____

_____

_____

_____

_____

_____

Equity shareholders' funds (£'000)

30,756

35,500

25,273

39,835

56,530

72,106

120,873

87,175

112,640

95,932

_____

_____

_____

_____

_____

_____

_____

_____

_____

_____

 

 

Investment Portfolio - Ten Largest Investments

As at 28 February 2016

 

Valuation

Total

Valuation

 

2016

assets{A}

2015

 

Company

Sector

£'000

%

£'000{B}

 

Big C Supercenter{C}

 

One of the two leading hypermarkets in Thailand, a subsidiary of the French Casino Group.

Commerce

6,360

6.5

5,797

 

Siam Cement

 

Thailand's largest industrial conglomerate with operations in petrochemicals, cement, paper and building materials.

Construction Materials

5,700

5.8

7,398

 

Bangkok Insurance

 

One of the country's largest non-life insurance companies, affiliated with Bangkok Bank.

Insurance

5,149

5.2

6,244

 

Kasikornbank

 

Fourth largest commercial bank in terms of assets, founded by the Lamsam family. Formerly known as Thai Farmers Bank.

Banking

5,084

5.2

5,881

 

Siam Commercial Bank

 

Third largest commercial bank in terms of assets. Crown Property Bureau is a major shareholder.

Banking

4,850

4.9

6,166

 

BEC World

 

A diversified media holding company involved in broadcasting and media.

Media & Publishing

3,883

3.9

5,702

 

PTT Exploration & Production

 

Exploration & production company arm of PTT Plc with reserves mainly in Thailand.

Energy & Utilities

3,697

3.7

5,378

 

Advanced Info Service

 

Thailand's largest and leading provider of wireless communication services with over 50% revenue market share and 44 million subscribers.

Information & Communications Technology

3,473

3.5

4,035

 

Aeon Thana Sinsap

 

Consumer financial services provider offering hire purchase and personal loans.

Finance & Securities

3,363

3.4

4,000

 

Home Product Center

 

Retailer of building materials and home improvement products.

Commerce

3,132

3.2

2,559

 

Top ten investments

44,691

45.3

 

 

{A} As defined in the Glossary in the published Annual Report.

 

{B} Purchases and/or sales effected during the year will result in 2015 and 2016 values not being directly comparable.

 

{C} Holding includes investment in both common and non-voting depositary receipt lines.

 

 

Investment Portfolio - Other Investments

As at 28 February 2016

 

Valuation

Total

Valuation

2016

assets{A}

2015

Company

Sector

£'000

%

£'000{B}

Hana Microelectronics

Electronic Components

3,062

3.1

3,623

Eastern Water Resources Development & Management

Energy & Utilities

2,935

3.0

3,224

Electricity Generating

Energy & Utilities

2,808

2.9

3,195

Tisco Financial Group

Banking

2,708

2.7

4,509

Siam City Cement

Construction Materials

2,664

2.7

3,182

Thai Stanley Electric

Automotive

2,471

2.5

2,742

Bangkok Bank

Banking

2,453

2.5

-

Central Pattana

Property Development

2,410

2.5

1,992

Thai Reinsurance

Insurance

2,386

2.4

2,891

Dynasty Ceramic

Construction Materials

2,351

2.4

1,972

Top twenty investments

70,939

72.0

Minor International{C}

Food & Beverage

2,270

2.3

2,906

Banpu

Energy & Utilities

2,147

2.2

3,522

Tesco Lotus Retail Growth Freehold & Leasehold Property Fund

Property Fund & REITS

2,024

2.1

1,957

Bangkok Dusit Medical Services

Healthcare Services

1,870

1.9

1,833

Goodyear (Thailand)

Automotive

1,804

1.8

1,641

Bumrungrad Hospital

Healthcare Services

1,802

1.8

2,216

Kiatnakin Bank

Banking

1,755

1.8

1,522

Ratchaburi Electricity Generating

Energy & Utilities

1,748

1.8

1,701

LPN Development

Property Development

1,699

1.7

2,153

Alucon

Packaging

1,610

1.6

1,873

Top thirty investments

89,668

91.0

Sammakorn

Property Development

1,592

1.6

3,523

Muang Thai Insurance

Insurance

1,590

1.6

2,083

MFC Asset Management{C}

Finance & Securities

1,344

1.3

1,951

Thaire Life Assurance

Insurance

1,197

1.2

1,290

Prakit Holdings

Media & Publishing

1,065

1.1

892

Haad Thip

Food & Beverage

863

0.9

848

Amarin Printing & Publishing

Media & Publishing

760

0.8

1,368

Total investments

98,079

99.5

Net current assets{D}

503

0.5

Total assets{A}

98,582

100.0

{A} As defined in the Glossary in the published Annual Report.

{B} Purchases and/or sales effected during the year will result in 2015 and 2016 values not being directly comparable.

{C} Holding includes investment in both common and warrant lines.

{D} Excludes bank loans of £2,650,000.

Note: Unless otherwise stated, foreign stock is held.

 

 

DIRECTORS' REPORT

The Directors present their Report and the audited financial statements of the Company for the year ended 28 February 2016, taking account of any events between the year end and the date of approval of this Report.

 

Results and Dividend

The Directors recommend that a final dividend of 8.5p (2015 - 8.2p) is paid on 28 June 2016 to shareholders on the register on 3 June 2016. The ex-dividend date is 2 June 2016. A resolution in respect of the final dividend will be proposed at the forthcoming AGM.

 

Investment Trust Status and ISA Compliance

The Company is registered as a public limited company in England & Wales under registration number 02448580 and has been accepted by HM Revenue & Customs as an investment trust for accounting periods beginning on or after 1 March 2012, subject to the Company continuing to meet the eligibility conditions of s1158 of the Corporation Tax Act 2010 (as amended) and S.I. 2011/2099. In the opinion of the Directors, the Company's affairs have been conducted in a manner to satisfy these conditions to enable it to continue to qualify as an investment trust for the year ended 28 February 2016. The Company intends to manage its affairs so that its shares will be qualifying investments for the stocks and shares component of an Individual Savings Account ("ISA").

 

Capital Structure and Voting Rights

During the year ended 28 February 2016 the Company bought back and cancelled 903,143 Ordinary shares (2015 - 60,000 Ordinary shares). As at 28 February 2016, the Company's issued share capital consisted of 19,860,282 Ordinary shares (2015 - 20,763,425 Ordinary shares) with each share holding one voting right in the event of a poll. An additional 65,000 Ordinary shares were bought back between 1 March 2016 and the date of approval of this Annual Report resulting in 19,795,282 Ordinary shares in issue, with voting rights.

 

Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares carry a right to receive dividends. 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. There are no restrictions on the transfer of Ordinary shares in the Company other than certain restrictions which may from time to time be imposed by law and regulation (for example, the UK Market Abuse Regime).

 

Manager and Company Secretary

The Company has appointed AFML, a wholly-owned subsidiary of Aberdeen Asset Management PLC, as its alternative investment fund manager ("AIFM"). AFML has been appointed to provide the Company with investment management, risk management, administration and company secretarial services as well as promotional activities. The Company's portfolio is managed by AAMAL by way of a group delegation agreement in place between AFML and AAMAL.

 

The management fee is charged to the Company on the following basis: a monthly fee, payable in arrears, calculated on an annual rate of 1.0% of total assets less current liabilities, with a rebate to the Company for any fees received in respect of any investments by the Company in investment vehicles managed by the Aberdeen Group. There is no performance fee payable to the Manager.

 

The management agreement is terminable by either party on not less than 12 months' notice. In the event of termination on less than the agreed notice period, compensation is payable in lieu of the unexpired notice period.

 

The fees payable to Aberdeen Group during the year ended 28 February 2016 are disclosed in Notes 3 and 4 to the financial statements. The investment management fees are charged 100% to revenue.

 

The terms and conditions of the Manager's appointment, including an evaluation of performance and fees, are reviewed by the Board on an annual basis. The Board believes that the continuing appointment of the Investment Manager (through the Manager) on the terms agreed is in the interests of shareholders as a whole. The Board also undertakes a review of the management fees in comparison with other funds and believes that the Company's current level of management fees remains competitive.

 

In addition, AFML has sub-delegated promotional activities to Aberdeen Asset Managers Limited ("AAM") and administrative and secretarial services to Aberdeen Asset Management PLC.

 

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and, as required by the Listing Rules of the UK Listing Authority, this statement describes how the Company applies the Main Principles identified in the UK Corporate Governance Code published in September 2014 (the "UK Code") and which first applies to the Company's year ended 28 February 2016. The UK Code is available on the Financial Reporting Council's ("the FRC") website: frc.org.uk.

 

The Board has also considered the principles and recommendations of the AIC Code of Corporate Governance as published in February 2015 ("the AIC Code") by reference to the AIC Corporate Governance Guide for investment Companies ("the AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment trusts. The AIC Code and AIC Guide are available on the AIC's website: theaic.co.uk

 

The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders.

 

The Board confirms that, during the year, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below.

 

The UK Code includes provisions relating to:

- the role of the chief executive (A.1.2);

- executive directors' remuneration (D.1.1 and D.1.2); and

- the need for an internal audit function (C.3.6).

 

For the reasons set out in the AIC Guide and UK Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. The full text of the Company's Statement of Corporate Governance can be found on its website: newthai-trust.co.uk

 

Substantial Interests

As at 28 February 2016, and the date of this Report, the following were registered, or had notified the Company, as being interested in 3% or more of the Company's Ordinary share capital:

 

Shareholder

Number of shares held

% held

Lazard Asset Management

4,588,817

23.1

Funds managed by Aberdeen Group

3,161,833

15.9

Aberdeen Investment Trust ISA and Share Plans(non-discretionary)

2,099,793

10.6

City of London

1,734,733

8.7

W H Ireland

1,049,701

5.3

Hargreaves Lansdown (non-discretionary)

847,878

4.3

 

Directors

The Board consists of a non-executive Chairman and four non-executive Directors, all of whom held office throughout the year under review. The Senior Independent Director is James Robinson who will be succeeded by Clare Dobie with effect from the conclusion of the AGM in June 2016.

 

The names and biographies of each of the Directors are shown in the published Annual Report and indicate their range of experience as well as length of service. Each Director has the requisite high level and range of business and financial experience which enables the Board to provide clear and effective leadership and proper stewardship of the Company.

 

The Directors attended Board and Committee meetings during the year ended 28 February 2016 as follows (with their eligibility to attend the relevant meeting in brackets):

 

Director

Board Meetings

Audit and Management Engagement Committee Meetings

Nomination Committee Meetings

Nicholas Smith

4 (4)

3 (3)

2 (2)

James Robinson

4 (4)

3 (3)

2 (2)

Clare Dobie

4 (4)

3 (3)

2 (2)

Andy Pomfret

4 (4)

3 (3)

2 (2)

Hugh Young A

4 (4)

-

-

 

A Hugh Young is not a member of either the Audit and Management Engagement Committee or the Nomination Committee

 

All of the Directors will retire at the AGM. Nicholas Smith, Clare Dobie, Andy Pomfret and Hugh Young, being eligible, offer themselves for re-election as Directors of the Company; James Robinson has indicated that he will not stand for re-election as a Director. The Board as a whole believes that each Director remains independent of the AIFM, with the exception of Hugh Young, and free of any relationship which could materially interfere with the exercise of his or her independent judgement on issues of strategy, performance, resources and standards of conduct and confirms that, following formal performance evaluations, the individuals' performance continues to be effective and demonstrates commitment to the role. The Board therefore has no hesitation in recommending the re-election as Directors at the AGM of Nicholas Smith, Clare Dobie, Andy Pomfret and Hugh Young.

 

Directors' Insurances and Indemnities

The Company maintains insurance in respect of Directors' and Officers' liabilities in relation to their acts on behalf of the Company. Furthermore, each Director of the Company is entitled to be indemnified out of the assets of the Company to the extent permitted by law against all costs, charges, losses, expenses and liabilities incurred by them in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office. These rights are included in the Articles of Association of the Company and the Company has granted indemnities to each Director on this basis.

 

Management of Conflicts of Interest and Anti-Bribery Policy

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his/her wider duties is affected. Each Director is required to notify the Company Secretaries of any potential, or actual, conflict situations which will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

 

No Director has a service contract with the Company although Directors are issued with letters of appointment upon taking up office. There were no contracts with the Company during, or at the end of the year, in which any Director was interested.

 

The Board takes a zero tolerance approach to bribery and has adopted appropriate procedures designed to prevent bribery. The Aberdeen Group also takes a zero tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption.

 

Board Committees

The Directors have appointed a number of Committees as set out below. Copies of their terms of reference, which define the responsibilities and duties of each Committee, are available on the Company's website and from the Company Secretaries, on request.

 

Audit and Management Engagement Committee

The Audit and Management Engagement Committee's Report may be found in the published Annual Report.

 

Nomination Committee

All appointments to the Board of Directors are considered by the Nomination Committee which comprises the whole Board and was chaired during the year by Nicholas Smith.

 

The Committee's overriding priority in appointing new Directors to the Board is to identify the candidate with the optimal range of skills and experience to complement the existing Directors. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Directors.

 

As the Company has no employees and the Board is comprised wholly of non-executive Directors and, given the size and nature of the Company, the Board has not established a separate Remuneration Committee. Directors' remuneration is determined by the Nomination Committee.

 

Accountability and Audit

The responsibilities of the Directors and the Auditor, in connection with the financial statements, appear below.

 

The Directors who held office at the date of this Report each confirm that, so far as he or she is aware, there is no relevant audit information of which the Company's Auditor is unaware, and that he or she has taken all the steps that he or she could reasonably be expected to have taken as a Director in order to make him or her aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

 

Additionally there have been no important events since the year end which warrant disclosure.

 

The Directors have reviewed the level of non-audit services provided by the Auditor during the year, together with the auditor's procedures in connection with the provision of such services, and remain satisfied that the Auditor's objectivity and independence is being safeguarded.

 

Going Concern

The Directors have undertaken a rigorous review and consider both that there are no material uncertainties and that the adoption of the going concern basis of accounting is appropriate. The Company's assets consist entirely of equity shares in companies listed on the Stock Exchange of Thailand which are, in most circumstances, realisable within a short timescale.

 

The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking covenants. On 28 October 2015, the Company entered into a three-year multi-currency revolving loan facility ("the Facility") with Scotiabank (Ireland) Limited for £10.0m. As at 28 February 2016, £2.65m had been drawn down under the Facility

 

The Directors are mindful of the principal risks and uncertainties disclosed above and in Note 16 to the financial statements. After making enquiries, including a review of forecasts detailing revenue and liabilities, the Directors have a reasonable expectation that the Company possesses adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Continuance of the Company

The Company does not have a fixed life. However, under Article 156 of the Articles of Association, if, in the 12 weeks preceding the Company's financial year-end (28 February), the Ordinary shares have been trading, on average, at a discount in excess of 15% to the underlying NAV per share (excluding income) over the same period, notice will be given of a special resolution to be proposed to wind up the Company. In the 12 weeks ended 28 February 2016, the Ordinary shares traded at an average discount of 14.2% to the underlying net asset value per share, therefore no such resolution will be put to the Company's shareholders at the forthcoming AGM.

 

Viability Statement

The Company does not have a formal fixed period strategic plan but the Board does formally consider risks and strategy on at least an annual basis. The Board considers the Company, with no fixed life, to be a long term investment vehicle, but for the purposes of this viability statement has decided that a period of three years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than three years.

 

Accordingly, taking into account the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this report. In making this assessment, the Board has considered that matters such as a large economic shock, a period of significant stock market volatility, a significant reduction in the liquidity of the portfolio, or changes in regulations and investor sentiment, could have an impact on its assessment of the Company's prospects and viability in the future.

 

In particular the Board recognises that this assessment makes the assumption that the Company's average discount to the NAV (excluding income per Ordinary share) for the 12 weeks ended 28 February 2017 and 12 weeks ended 28 February 2018, individually, does not exceed 15% which negates the requirement to put to shareholders at the AGMs to be held in either 2017 or 2018, a special resolution to wind up the Company.

 

The Directors have also considered the maturity of the Company's 3-year, £10 million bank loan facility in October 2018. The Company will enter negotiations with its bankers in advance of renewal in October 2018. If acceptable terms are available from the existing bankers, or any alternative, the Company would expect to continue to access the Facility. However, should these terms not be forthcoming, any outstanding borrowing will be repaid through the proceeds of equity sales.

 

Independent Auditor

The Company's auditor, KPMG LLP, has indicated its willingness to remain in office. The Directors will place resolutions before the Annual General Meeting to re-appoint KPMG LLP as auditor for the ensuing year and to authorise the Directors to determine its remuneration.

 

UK Stewardship Code and Proxy Voting as an Institutional Shareholder

Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the AIFM which has sub-delegated that authority to the Investment Manager.

 

The Investment Manager is responsible for reviewing the annual reports, circulars and other publications issued by portfolio companies and for attending their company meetings. The Investment Manager, in the absence of explicit instruction from the Board, is empowered to use discretion in the exercise of the Company's voting rights. The Investment Manager's policy is to vote on all shares held by the Company. The Board recognises and supports the Aberdeen Group's policy of active engagement with investee companies and the voting of all of the shares held by the Company. The Board receives regular reports on the exercise of the Company's voting rights and discusses any issues arising with the Investment Manager.

 

In exercising the Company's voting rights, the Aberdeen Group follows a number of principles which set out the framework on corporate governance, proxy voting and shareholder engagement in relation to the companies in which the Aberdeen Group has invested or is considering investing. The Board has reviewed these principles together with the Aberdeen Group's Disclosure Response to the UK Stewardship Code, and is satisfied that the exercise of delegated voting powers by the Investment Manager is being properly executed. The Aberdeen Group's Corporate Governance Principles together with the Aberdeen Group's Disclosure Response to the UK Stewardship Code may be found on the Aberdeen Group's website, at: aboutus.aberdeen-asset.com/en/aboutus/expertise/equities/stewardship

 

Relations with Shareholders

The Directors place great importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through its website, newthai-trust.co.uk, or via the Aberdeen Group's Customer Services Department. The Company responds to letters from shareholders on a wide range of issues (see Contact Information in the published Annual Report for details).

 

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (either the Company Secretary or the Aberdeen Group) in situations where direct communication is required and representatives from the Board offer to meet with major shareholders on an annual basis in order to gauge their views.

 

In addition, members of the Board accompany the Manager when undertaking a series of meetings with institutional shareholders.

 

The Company Secretary only acts on behalf of the Board, not the Manager, and there is no filtering of communication. At each Board meeting the Board receives full details of any communication from shareholders to which the Chairman responds, as appropriate, on behalf of the Board.

 

The Notice of AGM included within the Annual Report is normally sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Investment Manager at the Company's AGM.

 

Annual General Meeting

The AGM will be held on 23 June 2016 and the AGM Notice and related notes may be found in the published Annual Report. Resolutions relating to the following items of business will be proposed at the forthcoming AGM:-

 

Authority to Allot Relevant Securities

Ordinary Resolution No. 10 in the Notice of AGM will renew the authority to allot the unissued share capital up to 10% of the Company's issued share capital as at the date of the passing of the resolution (equivalent to approximately 1.98m Ordinary shares). Such authority will expire on the date of the next AGM or on 22 August 2017, whichever is earlier. This means that the authority will have to be renewed at the next AGM.

 

Limited Disapplication of Pre-emption Provisions

Resolution 11, which is a Special Resolution, will, if passed, renew the Directors' existing authority to make limited allotments of shares for cash other than according to the statutory pre-emption rights which require all shares issued for cash to be offered first to all existing shareholders provided such allotments are made at a price per Ordinary share above the prevailing NAV per Ordinary share. This authority includes shares that the Company sells or transfers out of Treasury which have been previously bought back into Treasury (if any) pursuant to the authority conferred by Resolution 12 below. The Board will only consider buying in Ordinary shares for cancellation, or for holding in Treasury, at a price which represents a discount to their prevailing NAV. In line with the authority sought under Resolution 10, Resolution 11 will, if passed, give the Directors power to allot, for cash, securities up to 10% of the total issued share capital at the date of the passing of the resolution (equivalent to approximately 1.98m Ordinary shares) other than according to the statutory pre-emption rights.

 

The authorities being sought under Resolutions 10 and 11, which will expire on the date of the earlier of the next AGM in 2017 or 22 August 2017, will give the Board flexibility to take advantage of any opportunities to issue new Ordinary shares within a shorter period than would otherwise be the case.

 

Directors' Authority to Purchase the Company's Ordinary Shares

Resolution 12, a Special Resolution, will be proposed to renew the Directors' authority to make market purchases of the Company's Ordinary shares, in accordance with the provisions contained in the Companies Act and the Listing Rules of the UK Listing Authority.

 

Accordingly, the Company is seeking authority, under Resolution 12, to purchase up to a maximum of approximately 2.9m Ordinary shares, or if less, that number of Ordinary shares equivalent to 14.99% of the issued Ordinary share capital at the date of the passing of the Resolution at a minimum price of not less than 25p per Ordinary share (being the nominal value) and a maximum price of not more than the higher of (i) an amount equal to 5% above the average of the middle market quotation for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is purchased; and (ii) the higher of the price of the last independent trade and the current highest independent bid on the stock market where the purchase is carried out.

 

If passed, Resolution 12 will permit the Company to purchase Ordinary shares under the guidelines described above. Any Ordinary shares purchased in this way will either be cancelled, and the number of Ordinary shares in issue reduced accordingly or, under the power granted by Resolution 12, may be held in Treasury. The authority sought under Resolution 12 will expire on the earlier of date of the next AGM in 2017 and 22 August 2017, whichever is earlier, unless renewed prior to such time.

 

Recommendation

The Board considers each of the AGM Resolutions to be in the best interests of the Company and its members as a whole and are likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board unanimously recommends that shareholders should vote in favour of the resolutions to be proposed at the AGM, as they intend to do in respect of their own shareholdings, amounting to 95,264 Ordinary shares.

 

Nicholas Smith

Chairman

 

13 May 2016

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements, in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of 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 estimates that are reasonable and prudent;

- state whether applicable UK 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 have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Responsibility statement of the Directors in respect of the annual financial report

 

We confirm to the best of our knowledge, that:

- the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

- the Strategic Report and Directors' Report include 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 the Company faces.

 

We consider that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

For and on behalf of the Directors of Aberdeen New Thai Investment Trust PLC

 

Nicholas Smith

Chairman

 

13 May 2016

 

 

STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 28 February2016

Year ended 28 February 2015

Revenue

Capital

Total

Revenue

Capital

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

(Losses)/gains on investments

9

-

(13,001)

(13,001)

-

25,728

25,728

Income

2

3,573

-

3,573

3,546

-

3,546

Management fee

3

(943)

-

(943)

(1,040)

-

(1,040)

Administrative expenses

4

(427)

-

(427)

(412)

-

(412)

Currency losses

-

(126)

(126)

-

(42)

(42)

______

______

_____

______

______

______

Net return on ordinary activities before finance costs and taxation

2,203

(13,127)

(10,924)

2,094

25,686

27,780

Interest payable and similar charges

5

(75)

-

(75)

(66)

-

(66)

______

______

_____

______

______

______

Return on ordinary activities before taxation

2,128

(13,127)

(10,999)

2,028

25,686

27,714

Taxation

6

(332)

-

(332)

(322)

-

(322)

______

______

_____

______

______

______

Return on ordinary activities after taxation

1,796

(13,127)

(11,331)

1,706

25,686

27,392

______

______

_____

______

______

______

Return per Ordinary share (pence)

8

8.89

(65.00)

(56.11)

8.20

123.45

131.65

______

______

_____

______

______

______

The total column of this statement headed "Total" represents the profit and loss account of the Company.

All revenue and capital items in the above statement are derived from continuing operations.

The accompanying notes are an integral part of the financial statements.

 

 

STATEMENT OF FINANCIAL POSITION

 

As at

As at

28 February 2016

28 February 2015

Notes

£'000

£'000

Non-current assets

Investments at fair value through profit or loss

9

98,079

113,769

___________

___________

Current assets

Loans and receivables

10

310

225

Money market funds

1

1,359

Cash at bank and in hand

432

203

___________

___________

743

1,787

___________

___________

Creditors: amounts falling due within one year

Bank loans

11

(2,650)

(2,650)

Other creditors

11

(240)

(266)

___________

___________

(2,890)

(2,916)

___________

___________

Net current liabilities

(2,147)

(1,129)

___________

___________

Net assets

95,932

112,640

___________

___________

Share capital and reserves

Called-up share capital

12

4,965

5,191

Share premium account

19,391

19,391

Capital redemption reserve

570

344

Capital reserve

13

67,304

84,139

Revenue reserve

3,702

3,575

___________

___________

Equity shareholders' funds

95,932

112,640

___________

___________

Net asset value per Ordinary share (pence)

14

483.03

542.49

___________

___________

 

 

STATEMENT OF CHANGES IN EQUITY

 

Year ended 28 February 2016

Share

Capital

Share

premium

redemption

Capital

Revenue

capital

account

reserve

reserve

reserve

Total

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 28 February 2015

5,191

19,391

344

84,139

3,575

112,640

Purchase of own shares for cancellation

(226)

-

226

(3,708)

-

(3,708)

Return on ordinary activities after taxation

-

-

-

(13,127)

1,796

(11,331)

Dividend paid (see note 7)

-

-

-

-

(1,669)

(1,669)

_____

_______

______

______

______

_____

Balance at 28 February 2016

4,965

19,391

570

67,304

3,702

95,932

_____

_______

______

______

______

_____

Year ended 28 February 2015

Share

Capital

Share

premium

redemption

Capital

Revenue

capital

account

reserve

reserve

reserve

Total

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 28 February 2014

5,206

19,391

329

58,714

3,535

87,175

Purchase of own shares for cancellation

(15)

-

15

(261)

-

(261)

Return on ordinary activities after taxation

-

-

-

25,686

1,706

27,392

Dividend paid (see note 7)

-

-

-

-

(1,666)

(1,666)

_____

_______

______

______

______

_____

Balance at 28 February 2015

5,191

19,391

344

84,139

3,575

112,640

_____

_______

______

______

______

_____

The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.

The accompanying notes are an integral part of the financial statements.

 

 

STATEMENT OF CASHFLOWS

 

28 February 2016

28 February 2015

Notes

£'000

£'000

Operating activities

Net return on ordinary activities before finance costs and taxation

(10,924)

27,780

Adjustment for:

Losses/(gains) on investments

13,001

(25,728)

Decrease/(increase) in accrued dividend income

16

(9)

Decrease/(increase) in other debtors

4

(15)

(Decrease)/increase in other creditors

(26)

89

Stock dividends included in investment income

(48)

(106)

Overseas withholding tax

(334)

(312)

_______

_______

Net cash flow from operating activities

1,689

1,699

Investing activities

Purchases of investments

(8,966)

(9,327)

Sales of investments

11,600

10,965

_______

_______

Net cash from investing activities

2,634

1,638

Financing activities

Interest paid

(75)

(66)

Equity dividends paid

7

(1,669)

(1,666)

Buyback of Ordinary shares

12

(3,708)

(261)

_______

_______

Net cash used in financing activities

(5,452)

(1,993)

_______

_______

(Decrease)/increase in cash and cash equivalents during the year

(1,129)

1,344

_______

_______

Analysis of changes in cash during the year

Opening balance

1,562

218

(Decrease)/increase in cash and cash equivalents as above

(1,129)

1,344

_______

_______

Closing balances

433

1,562

_______

_______

 

 

NOTES TO THE FINANCIAL STATEMENTS:

 

1.

Accounting policies

(a)

Basis of accounting

The financial statements have been prepared in accordance with Financial Reporting Standard 102 and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The financial statements are prepared in sterling which is the functional currency of the Company and rounded to the nearest £'000. They have also been prepared on a going concern basis and on the assumption that approval as an investment trust will continue to be granted.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is included in the Statement of Corporate Governance on the Company's website.

These financial statements are the first since FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland) came into effect for accounting periods beginning on or after 1 January 2015. An assessment of the impact of adopting FRS 102 has been carried out and found that no restatement of balances as at the transition date, 1 January 2014, or comparative figures in the Statement of Financial Position or the Statement of Comprehensive Income is considered necessary. The Company has early adopted Amendments to FRS 102 - Fair value hierarchy disclosures issued by the Financial Reporting Council in March 2016.

(b)

Investments

Investments have been designated upon initial recognition at fair value through the profit or loss. Investments are recognised and de-recognised on the trade date at cost. Subsequent to initial recognition, investments are valued at fair value which for listed investments is deemed to be the bid market price. Gains and losses arising from changes in fair value are included as a capital item in the Income Statement and are ultimately recognised in the capital reserve.

(c)

Income

Dividends (other than special dividends), including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised on a time apportioned basis so as to reflect the effective yield on these shares. Other returns on non-equity shares are recognised when the right to return is established. The fixed return on a debt security, if material, is recognised on a time apportioned basis so as to reflect the effective yield on each security. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash dividend is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital reserves. Interest receivable on bank balances is accounted for on an accruals basis.

(d)

Expenses

Expenses and interest payable are accounted for on an accruals basis. Expenses are charged through the revenue account except where they directly relate to the acquisition or disposal of an investment, in which case, they are added to the cost of the investment or deducted from the sale proceeds. Such transaction costs are disclosed in accordance with the SORP.

(e)

Taxation

Deferred taxation is provided on all timing differences that have originated, but not reversed, at the Balance Sheet date, where transactions or events that result in an obligation to pay more or a right to pay less tax in future have occurred at the Balance Sheet date, measured on an undiscounted basis and based on enacted tax rates. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the accounts which are capable of reversal in one or more subsequent periods. Due to the Company's status as an investment trust company, and the intention to continue to meet the conditions required to obtain approval for the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

(f)

Nature and purpose of reserves

Share premium account

The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising ordinary shares of 25p.

Capital redemption reserve

The capital redemption reserve is used to record the amount equivalent to the nominal value of any of the Company's own shares purchased and cancelled in order to maintain the Company's capital.

Capital reserve

Gains and losses on realisation of investments and changes in fair values of investments which are readily convertible to cash, without accepting adverse terms, are transferred to the capital reserve.

Revenue reserve

This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.

(g)

Foreign currency

Assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the Balance Sheet date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction. Gains and losses on the realisation of foreign currencies are recognised in the Income Statement and are then transferred to the capital reserve.

(h)

Dividends payable

Final dividends are dealt with in the period in which they are paid.

 

2016

2015

2.

Income

£'000

£'000

Income from investments

Overseas dividends

3,521

3,436

Stock dividends

48

106

_______

_______

3,569

3,542

_______

_______

Other income

Deposit interest

1

1

Interest from money market funds

3

3

_______

_______

4

4

_______

_______

Total income

3,573

3,546

_______

_______

 

2016

2015

Revenue

Capital

Total

Revenue

Capital

Total

3.

Management fee

£'000

£'000

£'000

£'000

£'000

£'000

Management fee

943

-

943

1,040

-

1,040

______

______

_____

______

______

_____

For the year ended 28 February 2016 management and secretarial services were provided by Aberdeen Fund Managers Limited ("AFML").

The management fee is payable monthly in arrears and was based on an annual amount of 1% of the net asset value of the Company valued monthly. The agreement is terminable on one year's notice. The total of the fees paid and payable during the year to 28 February 2016 was £943,000 (2015 - £1,040,000) and the balance due to AFML at the year end was £155,000 (2015 - £189,000). There were no commonly managed funds held in the portfolio during the year to 28 February 2016 (2015 - none).

 

2016

2015

4.

Administrative expenses

£'000

£'000

Promotional activities

84

79

Directors' fees

114

97

Auditor's fees for:

Statutory audit

19

19

Other assurance services

1

1

Custody fees

56

57

Legal & professional fees

47

59

Listing fees

14

13

Insurance

6

6

Printing and stationery

15

16

Registrar's fees

14

16

Savings scheme expenses

11

15

Other expenses

46

34

_______

_______

427

412

_______

_______

The management agreement with AFML also provides for the provision of promotional activities. The total fees paid and payable under the management agreement in relation to promotional activities were £84,000 (2015 - £79,000). The Company has an agreement with AFML for the provision of company secretarial services and administration services; no separate fee is charged to the Company in respect of this agreement.

 

2016 

2015

Revenue

Capital

Total

Revenue

Capital

Total

5.

Interest payable and similar charges

£'000

£'000

£'000

£'000

£'000

£'000

On bank loans and overdrafts

75

-

75

66

-

66

_____

_____

_____

_____

______

_____

 

2016

2015

Revenue

Capital

Total

Revenue

Capital

Total

6.

Taxation on ordinary activities

£'000

£'000

£'000

£'000

£'000

£'000

(a)

Analysis of charge for the year

Overseas taxation

332

-

332

322

-

322

_______

_______

_______

_______

_______

_____

(b)

Factors affecting tax charge for the year

The tax assessed for the year is lower than the effective rate of corporation tax in the UK.

2016

2015

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

Net return on ordinary activities before taxation

2,128

(13,127)

(10,999)

2,028

25,686

27,714

_______

_______

_______

_______

_______

_____

Corporation tax at an effective rate of 20.08% (2015 - 21.17%)

427

(2,636)

(2,209)

429

5,438

5,867

Losses/(gains) on investments not taxable

-

2,611

2,611

-

(5,447)

(5,447)

Currency losses not taxable

-

25

25

-

9

9

Non-taxable overseas income

(717)

-

(717)

(749)

-

(749)

Overseas withholding tax

332

-

332

322

-

322

Loan relationships not utilised

15

-

15

13

-

13

Excess management expenses not utilised

275

-

275

307

-

307

_______

_______

_______

_______

_______

_____

Current tax

332

-

332

322

-

322

_______

_______

_______

_______

_______

_____

(c)

Factors that may affect future tax charges

At the year end, the Company has an unrecognised deferred tax asset of £1,543,000 (2015 - £1,254,000) arising as a result of accumulated unrelieved management expenses and loan relationship deficits of £7,715,000 (2015 - £6,272,000). A deferred tax asset in respect of this has not been recognised and these expenses will only be utilised if the Company has profits chargeable to corporation tax in the future.

 

2016

2015

7.

Dividends on equity shares

£'000

£'000

Amounts recognised as distributions to equity holders in the year:

Final dividend 2015 - 8.20p (2014 - 8.00p)

1,669

1,666

_______

_______

The proposed final dividend for 2016 is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

We set out below the final dividend proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the year is £1,796,000 (2015 - £1,706,000).

2016

2015

£'000

£'000

Proposed final dividend 2016 - 8.50p (2015 - 8.20p)

1,683

1,669

_______

_______

Subsequent to the year end the Company has purchased for cancellation a further 65,000 Ordinary shares; therefore the amounts reflected above for the cost of the proposed final dividend for 2016 are based on 19,795,282 Ordinary shares in issue, being the number of Ordinary shares in issue at the date of this report.

 

2016

2015

8.

Return per Ordinary share

£'000

p

£'000

p

Revenue return

1,796

8.89

1,706

8.20

Capital return

(13,127)

(65.00)

25,686

123.45

_______

_______

_______

_______

Total return

(11,331)

(56.11)

27,392

131.65

_______

_______

_______

_______

Weighted average number of Ordinary shares in issue

20,194,907

20,806,548

_________

_________

 

2016

2015

9.

Investments at fair value through profit or loss

£'000

£'000

Opening fair value

113,769

89,559

Opening investment holding gains

(53,833)

(33,886)

_______

_______

Opening book cost

59,936

55,673

Movements in the year:

Purchases at cost

9,013

9,433

Sales - proceeds

(11,702)

(10,951)

Sales - realised gains

6,139

5,781

_______

_______

Closing book cost

63,386

59,936

Closing investment holding gains

34,693

53,833

_______

_______

Closing fair value

98,079

113,769

_______

_______

Investments listed on a recognised stock exchange

98,079

113,769

_______

_______

(Losses)/gains on investments

Realised gains on sales

6,139

5,781

(Decrease)/increase in investment holding gains

(19,140)

19,947

_______

_______

(Losses)/gains on investments

(13,001)

25,728

_______

_______

Transaction costs

During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within (losses)/ gains on investments in the Income Statement. The total costs were as follows:

2016

2015

£'000

£'000

Purchases

20

15

Sales

12

15

_______

_______

32

30

_______

_______

 

2016

2015

10.

Loans and receivables

£'000

£'000

Prepayments and accrued income

194

207

Amounts due from brokers

102

-

Other loans and receivables

14

18

_______

_______

310

225

_______

_______

 

2016

2015

11.

Creditors: amounts falling due within one year

£'000

£'000

Bank loans

2,650

2,650

Other creditors

240

266

_______

_______

2,890

2,916

_______

_______

In October 2015 the Company entered into a three year £10,000,000 multi-currency revolving credit facility with Scotiabank (Ireland) Limited. At the year end, £2,650,000 (2015 - £2,650,000) had been drawn down at an all-in rate of 1.53288% (2015 - 1.50538%) which matured on 29 March 2016 (2015 - 27 March 2015). On 29 March 2016 the principal amount was rolled over at an all-in interest rate of 1.53813% until maturity on 29 April 2016. On 29 April 2016 the principal amount was rolled over at an all-in interest rate of 1.53225% until maturity on 31 May 2016.

The terms of the loan facility with Scotiabank (Ireland) Limited contain a covenant that the borrowings should not exceed 20% of the adjusted net asset value of the Company, where borrowings are defined as debt and other secured liabilities plus net liabilities under all derivatives determined on a mark to market basis. Adjusted net asset value is defined as total net assets less the aggregate value of all excluded assets, excluded assets being, without double counting, the value of any unquoted investments, all investments issued by a single issuer in excess of 10% of total net assets and the aggregate value of all investments in any single MSCI industry in excess of 30% of total net assets of the Company. The loan facility agreement also contains a covenant that the Net Asset Value will not fall below £28 million. The Company met both these covenants throughout the period for which the loan facility was utilised with Scotiabank (Ireland) Limited.

 

2016

2015

12.

Called-up share capital

£'000

£'000

Allotted, called up and fully paid:

Opening balance of 20,763,425 (2015 - 20,823,425) Ordinary shares of 25p each

5,191

5,206

Repurchase of 903,143 (2015 - 60,000) Ordinary shares of 25p each for cancellation

(226)

(15)

_______

_______

Closing balance of 19,860,282 (2015 - 20,763,425)

4,965

5,191

_______

_______

During the year ended 28 February 2016, the Company bought back and cancelled 903,143 Ordinary shares of 25p each (2015 - 60,000) for a total consideration of £3,708,000 (2015 - £261,000). This represented 4.5% of the Company's issued Ordinary share capital as at 28 February 2016.

Subsequent to the year end the Company bought back and cancelled a further 65,000 Ordinary shares of 25p each for a total consideration of £265,000.

 

2016

2015

13.

Capital reserve

£'000

£'000

At 28 February 2015

84,139

58,714

Gains on realisation of investments at fair value

6,139

5,781

Movement in investment holding gains during the year

(19,140)

19,947

Buyback of Ordinary shares

(3,708)

(261)

Currency losses

(126)

(42)

_______

_______

At 28 February 2016

67,304

84,139

_______

_______

The capital reserve includes investment holding gains amounting to £34,693,000 (2015 - £53,833,000) as disclosed in note 9.

 

14.

Net asset value per share

The net asset value per share and the net assets attributable to Ordinary shares at the end of the year calculated in accordance with the Articles of Association were as follows:

2016

2015

Net assets attributable (£'000)

95,932

112,640

Number of Ordinary shares in issue

19,860,282

20,763,425

Net assets per share (p)

483.03

542.49

 

15.

Financial instruments

Risk management

The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise securities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

The Board has delegated the risk management function to AFML under the terms of its management agreement with AFML (further details of which are included under note 3). The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager's approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors.

Risk management framework

The directors of Aberdeen Fund Managers Limited collectively assume responsibility for AFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.

AFML is a fully integrated member of the Aberdeen Group, which provides a variety of services and support to AFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The AIFM has delegated the day to day administration of the investment policy to Aberdeen Asset Management Asia Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The AIFM has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.

The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group's Head of Risk, who reports to the Chief Executive Officer of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SWORD").

The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Group CEO and to the Audit Committee of the Group's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment.

The Group's corporate governance structure is supported by several committees to assist the board of directors of Aberdeen, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described on the committees' terms of reference.

Risk management

The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk, currency risk and price risk), (ii) liquidity risk and (iii) credit risk.

Market risk

The fair value of or future cash flows from a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, foreign currency risk and price risk.

Interest rate risk

Interest rate movements may affect:

the level of income receivable on cash deposits;

interest payable on the Company's variable rate borrowings.

Management of the risk

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 and borrowing decisions.

The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise fixed rate, revolving, and uncommitted facilities. The fixed rate facilities are used to finance opportunities at low short-term fixed rates and, the revolving and uncommitted facilities to provide flexibility in the short-term. Current bank covenant guidelines state that the total borrowings will not exceed 20% of the adjusted net assets of the Company as defined in note 11.

Interest risk profile

The interest rate risk profile of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the Balance Sheet date was as follows:

Weighted

 average

period for

Weighted

which rate

average

Fixed

Floating

is fixed

interest rate

rate

rate

At 28 February 2016

Years

%

£'000

£'000

Assets

Sterling

-

0.20

-

432

_______

_______

_______

_______

Liabilities

Bank loans - Sterling

0.09

1.53

(2,650)

-

_______

_______

_______

_______

 Weighted

average

period for

 Weighted

which rate

average

Fixed

Floating

is fixed

interest rate

rate

rate

At 28 February 2015

Years

%

£'000

£'000

Assets

Sterling

-

0.15

-

203

_______

_______

_______

_______

Liabilities

Bank loans - Sterling

0.08

1.51

(2,650)

-

_______

_______

_______

_______

The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on bank loans is based on the interest rate payable, weighted by the total value of the loans. The maturity date of the Company's loan is shown in note 11.

The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.

The Company's equity portfolio and short-term debtors and creditors (excluding bank loans) have been excluded from the above tables.

Interest rate sensitivity

Movements in interest rates would not have a material direct impact on net assets attributable to the Company's shareholders and total profit due to the relatively low exposure to cash and bank loans.

Foreign currency risk

All of the Company's investment portfolio is invested in overseas securities and the Balance Sheet, therefore, can be significantly affected by movements in foreign exchange rates.

Management of the risk

It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with foreign currency borrowings.

The revenue account is subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.

Risk exposure by currency of denomination:

 28 February 2016

28 February 2015

Net

Total

Net

Total

Overseas

monetary

currency

Overseas

monetary

currency

investments

assets

exposure

investments

assets

exposure

£'000

£'000

£'000

£'000

£'000

£'000

Thailand Baht

98,079

102

98,181

113,769

188

113,957

Sterling

-

(2,249)

(2,249)

-

(1,317)

(1,317)

_______

_______

_______

_______

_______

_______

Total

98,079

(2,147)

95,932

113,769

(1,129)

112,640

_______

_______

_______

_______

_______

_______

Foreign currency sensitivity

There is no sensitivity analysis included as the Company's significant foreign currency financial instruments are in the form of equity investments, which have been included within the price risk sensitivity analysis so as to show the overall level of exposure.

Price risk

Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.

Management of the risk

It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a sector. Both the allocation of assets and the stock selection process act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are all listed on the Stock Exchange of Thailand ("SET").

Price risk sensitivity

If market prices at the Balance Sheet date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 28 February 2016 would have increased/(decreased) by £9,808,000 (2015 - increased/(decreased) by £11,377,000) and equity reserves would have increased/(decreased) by the same amount.

Market prices may indirectly be affected by political instability within Thailand from time to time which constitutes political risk.

Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk

Liquidity risk is not considered to be significant as, whilst liquidity is limited in certain stocks the Company holds, the majority of the Company's assets comprise readily realisable securities which can be sold to meet funding requirements if necessary.

Short-term flexibility is achieved through the use of loan facilities, details of which can be found in note 11. Under the terms of the loan facility, the Manager provides the lender with loan covenant reports on a monthly basis, to provide the lender with assurance that the terms of the facility are not being breached. The Manager will also review the credit rating of a lender on a regular basis.

The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise a revolving multi-currency credit facility. The Board has imposed a maximum gearing level, after netting off cash equivalents, of 15% of net assets. Details of borrowings at 28 February 2016 are shown in note 11.

Liquidity risk exposure

At each of 28 February 2016 and 28 February 2015 the Company's bank loan, amounting to £2,650,000 was due for repayment or roll-over within one month.

Credit risk

This is the risk of a counterparty to a transaction failing to discharge its obligations under that transaction which could result in the Company suffering a loss.

Management of the risk

- investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Investment Manager, and limits are set on the amount that may be due from any one broker;

- the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a daily basis. In addition, both stock and cash reconciliations to the Custodian's records are performed on a daily basis to ensure discrepancies are picked up. The Manager's Compliance department carries out periodic reviews of the Depositary's operations and reports its findings to the Manager's Risk Management Committee. This review will also include checks on the maintenance and security of investments held;

- the risk of counterparty exposure due to stock lending (when conducted) is mitigated by the review of collateral positions provided daily by the various counterparties involved; and

- where cash is held on deposit, the institutions concerned are reviewed regularly.

Credit risk exposure

In summary, compared to the amounts in the Balance Sheet, the maximum exposure to credit risk at 28 February was as follows:

2016

2015

Balance

Maximum

Balance

Maximum

Sheet

exposure

Sheet

exposure

Current assets

£'000

£'000

£'000

£'000

Loans and receivables

310

310

225

225

Money market funds

1

1

1,359

1,359

Cash at bank and in hand

432

432

203

203

_______

_______

_______

_______

743

743

1,787

1,787

_______

_______

_______

_______

None of the Company's financial assets is past due or impaired.

Fair values of financial assets and financial liabilities

The fair value of the short term loan is shown in note 11 to the financial statements. The book value of cash at bank and bank loan included in these financial statements approximate to fair value because of their short-term maturity. The carrying values of fixed asset investments are stated at their fair values, which have been determined with reference to quoted market prices. For all other short-term debtors and creditors, their book values approximate to fair values because of their short-term maturity.

 

16.

Fair value hierarchy

FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company has early adopted Amendments to FRS 102 - Fair value hierarchy disclosures issued by the Financial Reporting Council in March 2016. The fair value hierarchy shall have the following classifications:

Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly.

Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at the reporting date as follows:

Level 1

Level 2

level 3

Total

As at 28 February 2016

£'000

£'000

£'000

£'000

Financial assets at fair value through profit or loss

Quoted equities

98,079

-

-

98,079

_______

_______

_______

_______

Net fair value

98,079

-

-

98,079

_______

_______

_______

_______

Level 1

Level 2

level 3

Total

As at 28 February 2015

£'000

£'000

£'000

£'000

Financial assets at fair value through profit or loss

Quoted equities

113,769

-

-

113,769

_______

_______

_______

_______

Net fair value

113,769

-

-

113,769

_______

_______

_______

_______

Quoted equities

The fair value of the Company's investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges.

 

17.

Related party transactions

Fees payable during the year to the Directors and their interest in shares of the Company are disclosed within the Directors' Remuneration Report in the published Annual Report.

Hugh Young is a director of Aberdeen Asset Management PLC, of which Aberdeen Fund Managers Limited ("AFML"), Aberdeen Asset Management Asia Limited and Aberdeen Asset Managers Limited are wholly-owned subsidiaries.

 

18.

Transactions with the Manager

The Company has agreements with Aberdeen Fund Managers Limited ("AFML" or the "Manager) for the provision of investment management, secretarial, accounting and administration and promotional activity services.

The management fee is payable monthly in arrears based on an annual amount of 1% of the net asset value of the Company valued monthly. The management agreement is terminable on one year's notice. During the year £943,000 (2015 - £1,040,000) of investment management fees were earned by the Manager, with a balance of £155,000 (2015 - £189,000) being payable to AFML at the year end.

The promotional activities fee is based on a current annual amount of £84,000, payable quarterly in arrears. During the year £84,000 (2015 - £79,000) of fees were paid, with a balance of £14,000 (2015 - £12,000) being payable to AFML at the year end.

 

19.

Capital management policies and procedures

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

- the planned level of gearing which takes account of the views on the market;

- the level of equity shares in issue;

- the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company does not have any externally imposed capital requirements.

 

The Annual Financial Report announcement is not the Company's statutory accounts. The above results for the year ended 28 February 2016 are an abridged version of the Company's full statutory accounts which will be filed with the Registrar of Companies in due course.

 

The statutory accounts for the years ended 28 February 2015 and 28 February 2016 received unqualified reports from the Company's independent auditor and did not include any reference to matters to which the independent auditor drew attention by way of emphasis without qualifying the reports, and did not contain a statement under s.498 of the Companies Act 2006. The financial information for the year ended 28 February 2015 is derived from the statutory accounts which have been filed with the Registrar of Companies.

 

The Annual Report, enclosing the Notice of Annual General Meeting, will be posted to shareholders in May 2016 and will also be available from the Company's website: newthai-trust.co.uk. The Company's Annual General Meeting will be held at 11.30am on 23 June 2016 at Bow Bells House, 1 Bread Street, London EC4M 9HH.

 

Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise and may be affected by exchange rate movements. Investors may not get back the amount they originally invested.

 

END

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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