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Annual Financial Report

24 Oct 2019 07:00

RNS Number : 8971Q
Gabelli Merger Plus+ Trust PLC
24 October 2019
 

GABELLI MERGER PLUS+ TRUST PLC

Annual Report and Accounts For the year ended 30 June 2019

Financial Highlights

Performance (unadjusted for distributions)

As at 30 June 2019 

As at 30 June 2018 

Net asset value per share (cum income)

$9.71 

$9.84 

Net asset value per share (ex income)

$9.82 

$9.87 

Dividends per share paid during the year/period

$0.48 

$0.35 

Share price

$8.60 

$9.73 

Discount1

11.43% 

1.17% 

 

========= 

========= 

 

Total returns

Year ended 30 June 2019 

Period from 19 July 2017 to 30 June 2018 

Net asset value per share2

3.69% 

2.78% 

U.S. 3-month Treasury Bill Index

2.31% 

1.27% 

Share price3

(6.51%)

0.61% 

 

========= 

========= 

 

Income

Year ended 30 June 2019 

Period from 19 July 2017 to 30 June 2018 

Revenue return per share

($0.07)

($0.03)

 

========= 

========= 

 

Ongoing charges4

Year ended 30 June 2019 

Period from 19 July 2017 to 30 June 2018 

Annualised ongoing charges

1.47% 

1.32% 

 

========= 

========= 

Source: Investment Manager (Gabelli Funds, LLC), verified by the Administrator (State Street Bank and Trust Company).

1 Figures are inclusive of income and dividends paid, in line with the Association of Investment Companies (the "AIC") guidance.

2 The net asset value ("NAV") total return for the year reflects the movement in the NAV, adjusted for the reinvestment of any dividends paid and market movements.

3 The total share price return for the year to 30 June reflects the movement in the share price during the year, adjusted to reflect the reinvestment of any dividends paid.

4 Ongoing charges are calculated as a percentage of shareholders' funds using the average net assets over the year and calculated in line with the AIC's recommended methodology.

CHAIRMAN'S STATEMENT

We share this Annual Report to Shareholders covering the year to 30 June 2019. Gabelli Merger Plus+ Trust Plc (the "Company") operates globally in the highly specialised investment discipline of event driven merger arbitrage. The objectives are to compound and preserve wealth over time, while remaining noncorrelated to the broad equity and fixed income markets. The investment programme is global, encompassing a broad spectrum of special situations and event driven opportunities, with an emphasis on announced merger transactions. The portfolio is a highly liquid, non-market correlated alternative to traditional equity and fixed income securities.

Merger returns are derived through the narrowing of deal spreads. The spread is a function of three primary elements: the risk free rate, the risk premium associated with transaction fundamentals, and time value. The dynamic interplay across these components is evaluated constantly within every investment. Position size will vary according to a probabilistic assessment of the risk. The inherent risk in all merger investing is a broken deal rather than the standard deviation or price variance of the market price movements over the deal timeline. Gabelli Funds LLC, the Portfolio Manager, employs an active approach to analysing the fundamentals of a merger investment and has a long history of implementing such a programme. At its core, this differentiated investment approach utilizes the Gabelli "Private Market Value ("PMV") with a Catalyst"TM analytical methodology to manage risk. The full details of this investment programme were set out in the offering Prospectus and are found on the Company's web site www.Gabelli.com/MergerPlus.

The Board is always receptive to feedback and is available should you have any questions or comments. Please get in touch via the Portfolio Manager's Investor Relations group directly, or through the Company Secretary, whose contact details are at the end of this Report. We thank you, our shareholders, for your confidence entrusting a portion of your assets to our team.

PRINCIPAL DEVELOPMENTS ON INVESTMENTS DURING THE YEARMerger volumes help our origination pipeline. Building off of 2018's record first half of global merger and acquisition activity, 2018 ended with $4 trillion in deal activity, $1.6 trillion of which was in cross-border transactions. During the first half of 2019 deal activity remained solid, with global activity totaling around $2 trillion, driven by the U.S., which has seen its strongest start on record. Healthcare, financials and technology were the most active sectors for consolidation in the first quarter, due in part to mega-deals, including Bristol Myers acquisition of Celgene. This consolidation in the pharmaceutical space continued into the second quarter with Loxo Oncology agreeing to be acquired by Eli Lilly and Spark Therapeutics agreeing to be acquired by Roche Holdings. The current wave of deal activity is global, and increasing across a broad spectrum of industries. The Portfolio Manager is still finding attractive opportunities to invest in announced M&A, and expects future deal activity will provide us with the ability to continue to generate attractive returns. While we have seen some challenges, and headwinds and spreads have widened, with macro, geopolitical uncertainties remaining in the fore, any widening of spreads is an attractive opportunity to earn greater returns.

The Company's net asset value (NAV) plus dividends paid delivered a total return to shareholders during the year under review of 3.69% in U.S. dollars. This performance compared to the equivalent 13 week U.S. Treasury Bill which returned 2.31% and also relative to the MNA ETF, which delivered 2.74%, and merger arbitrage indices such as the S&P Merger Arbitrage Index which returned 8.33%, and the CS Merger Arbitrage Liquid Index, up 4.54%. The share price total return with dividends reinvested was (6.51)%, impacted by a slight widening of the discount during the year. In comparison to the NAV's positive total return including dividends, the share price performed negatively, down by 6.51%, as the discount widened when dividends were paid coupled with low trading volume. The Board is evaluating options to improve share price NAV discovery. It should also be noted that since 30 June 2019 the share price has improved, with the share price total return, including dividends reinvested, having risen to 4.60% as at the close of business on 21 October 2019.

We underscore that the Portfolio Manager aligns its interests with those of other shareholders in two respects: (i) Gabelli and its principals are our largest shareholders, with 59.8% of the shares, so they participate fully in the ups and downs of performance; and (ii) the performance fee is subject to a high water mark on total returns, a hurdle rate payable after the NAV exceeds two times the 13 week U.S. Treasury Bill return, capped at 3% of NAV. The Board recognises that, while the positive absolute returns of NAV since listing are consistent with the Company's investment objectives, the share price performance fell short of the NAV achievements at the year end.

Subject to shareholder consent at the Annual General Meeting to the revised Directors' Remuneration Policy, as set out in the Remuneration Report on page 31, it is proposed that the Directors' compensation is aligned in favour of shareholders, with a relatively attractive absolute cash cost, coupled with the consideration of equity.

We remain focused on the dynamics of the market price discovery process in secondary trading and will consider selective buybacks as necessary. The Board remains alert to these issues and closely monitors and reviews this performance regularly.

SHAREHOLDER BASE AND THE DEVELOPMENTS IN THE U.K.On August 30 2019, we announced that the Company had introduced a Sterling market quote. The additional market quotation for the shares on the London Stock Exchange is found under the ticker symbol "GMPP." The Board is seeking to broaden the shareholder base and build its attributes to accommodate future investors. This process is built on three interrelated pillars: governance, improving liquidity, and ongoing positive Portfolio Manager performance. Our broker Cantor Fitzgerald Europe is available to assist shareholders in the market and continues to examine potential opportunities for additional capital raising in the future as conditions merit.

The key priority of the Board and Portfolio Manager remains to serve the interests of shareholders through seeking improved portfolio performance. The Board believes that the shares' rating would be likely to respond favourably to ongoing positive performance, which in turn could create an opportunity to expand the capital of the Company. In addition, the Board seeks to diversify the shareholder base, spread the fixed costs over a wider base, and improve the trading liquidity. During the period, the Company has utilized nominal gearing of up to 20% through contracts for difference (CFDs). The Portfolio Manager has looked at a range of options for using borrowing facilities as a means of adding to returns, and currently believes the use of CFDs offers the most flexibility and the best cost to shareholders. The Board believes that the investment policy carried out is consistent with its initial prospectus.

DIVIDENDThe Company's portfolio is diversified across various arbitrage strategies, with holding periods averaging 120 days each. In arbitrage, the culmination of a position is effectively a return of cash as the position is closed. As such, the portfolio is constructed to implement the managed distribution of capital through the payment of quarterly dividends, giving investors access to the cash harvested from the portfolio's investment programme. Since inception, the Company will have returned $1.07 per share to shareholders, including the dividend that will be paid on 25 October 2019, consistent with its dividend policy.

DIRECTORATEWe thank Kuni Nakamura and Alex Hammond-Chambers, who both retired from the Board on 5 August 2019, for their service as Directors. Their contribution to the Company in its startup phase is most appreciated.

OUTLOOKThe components remain in place for positive shareholder returns, as rising deal risk premiums and higher interest rates combine with healthy deal volumes to provide an attractive landscape. Our PMV with a Catalyst™ selection process focuses on researching the intrinsic value of firms. It is in periods of market volatility that merger investing proves its true worth as an alternative investment. The Company, under the stewardship of a time tested team, has its greatest scope for shareholder value creation ahead.

MARC GABELLIChairman23 October 2019

PORTFOLIO MANAGER'S REVIEW

METHODOLOGY AND MARKET OPPORTUNITYGabelli Funds would like to thank our investors for allocating a portion of their assets to the Gabelli Merger Plus+ Trust ("GMP"). We appreciate the confidence and trust you have placed in our organisation through your investment in GMP. Our investment objective is to compound and preserve wealth over time while remaining non-correlated to the broad markets. As a firm, we have invested in mergers since 1977, and created the Gabelli group's first dedicated, announced merger fund more than 34 years ago. We remain vigilant in the application of our investment philosophy and in our search for opportunities. In this context, let us outline our investment methodology and the investment environment through 30 June 2019.

Merger arbitrage is a highly specialised investment approach designed principally to profit from corporate events, including the successful completion of proposed mergers, acquisitions, takeovers, tender offers, leveraged buyouts, restructurings, demergers, and other types of corporate reorganizations and actions. As arbitrageurs, we seek to earn the differential, or "spread," between the market price of our investments and the value ultimately realised through deal consummation.

We are especially enthusiastic about the opportunities to grow client wealth in the decades to come, and we highlight below several factors that should help drive results. These include:

• Increased market volatility, which enhances our ability to establish positions for the prospect of improved returns;

• A more normalised interest rate environment, providing attractive merger spread opportunities;

• GMP's experienced investment team, which pursues opportunities globally through the disciplined application of Gabelli's investment methodology;

• The markets' current position - the midst of the fifth wave of corporate merger activity which should remain robust, given the successful passage of corporate tax reform, growing cash reserves, and need for growth on a global basis.

GLOBAL DEAL ACTIVITYGlobal merger and acquisition activity ("M&A") totalled $2 trillion during the first half of 20191. While this was a year over year decrease of 12%, it was the third largest first half year on record. Deal making picked up in the second quarter, which recorded a 10% increase quarter over quarter and surpassed $1.0 trillion in activity for only the tenth time since 1980. This was largely driven by "mega deals"-those with a value of over $5 billion-which accounted for 50% of announced M&A in the half.

Cross border M&A activity totaled $509 billion during the first half, a decline of 45% and the weakest start to a year since 2013. On the other hand, private equity-backed buyouts saw the highest first half total since before the financial crisis, accounting for over 13% of total M&A activity.

M&A was driven again by deal volume in the United States, which had its strongest start to a year on record. U.S. targets saw $1.1 trillion in deal activity through 30 June, an increase of 19% year over year. European M&A fell to a six year low, tallying only $305 billion of transactions over the same period, a decrease of 56%. Asia Pacific and Japan saw declines of 27% and 24%, respectively.

The Healthcare sector was the biggest contributor to merger activity during the first half, totalling $363 billion, an increase of 17% compared to 2018 levels. This accounted for nearly 18% of total announced deal volume. The Energy and Technology sectors were also large contributors, accounting for 15% and 12% of overall M&A activity, respectively.

YEAR IN REVIEWAfter suffering its worst quarter in nearly a decade at the end of 2018, the U.S. equity market bounced back in the first half of 2019, marking a 10-year bull run. Markets got off to a hot start in January on the back of dovish commentary by Federal Reserve ("Fed") Chairman Jerome Powell, who stressed his willingness to use every tool at his disposal in the event of an economic downturn. The Fed provided further dovish fodder for the market following their January meeting, as it removed all references to rate hikes from its meeting policy statement. This momentum carried throughout the spring, as U.S. equities hit new all-time highs in April.

Economic data were fairly mixed in the first quarter of 2019. GDP and average hourly pay grew at a fairly robust pace of 3.1% and 3.2%, respectively, while the unemployment rate held steady at below 4%. However, trade tensions have somewhat stymied business activity, as U.S. manufacturing PMI recorded only 50.6 in May, the lowest level since 2009. Equities sold off sharply in May on the back of trade concerns, as President Trump threatened to impose tariffs on Mexican imports and extend those that already targeted China.

Since May, headlines of progress on trade talks and signals of easing monetary policy have driven markets once again to new highs. Yet, over the same period, the yield curve has inverted. This has been a precursor to every recession for the last 50 years.

While there is no shortage of macro risks in the market, we continue to expect that robust balance sheets, growing cash reserves, and open debt markets will act as a driver of corporate merger activity in the near term, as companies use M&A as a means to stimulate growth.

We continue to find attractive opportunities investing in announced mergers, and we expect that future deal activity will provide further prospects to generate returns uncorrelated to the market.

NOTABLE DRIVERS OF PERFORMANCE INCLUDE:

• Red Hat Inc.'s $33 billion acquisition by IBM made significant progress towards completion after the companies received European Commission approval in June. The deal remains subject to Brazilian CADE approval, and is expected to close in the third calendar quarter.

• Shire plc, a pharmaceutical company focused on developing treatments for rare diseases, was acquired by Takeda Pharmaceuticals on 4 January 2019. The deal received approval from shareholders of both companies in December 2018, which was the final requirement. Shire shareholders received $90.99 cash and 5.034 new Takeda shares, valuing the transaction at approximately $80 billion.

• Orbotech Ltd., a designer and manufacturer of optical components used in various technology applications, received antitrust approval from the Chinese State Administration for Market Regulation, which was the final condition of its acquisition by KLA-Tencor. When the deal closed on 20 February 2019, Orbotech shareholders received $38.86 cash and 0.25 shares of KLA-Tencor common stock, which valued the transaction at approximately $3 billion.

• Twenty-First Century Fox was acquired by The Walt Disney Co. after the companies received the final remaining approvals in March. Fox shareholders had the option of electing cash or shares of Disney common stock worth about $39.00 per Fox share, and received one share of Fox Corp. (New Fox), which owns Fox's cable and broadcast assets.

• Goldcorp Inc., a gold mining company with global operations, was acquired by Newmont Gold in an all-stock transaction valued at $12 billion. While the Goldcorp acquisition was pending, Newmont received an unsolicited proposal to be acquired by Barrick Gold, but Newmont and Barrick instead agreed to form a joint venture of the companies' gold mining assets in Nevada.

______________________________

1 Thomson Reuters M&A Review - First Half 2019

SELECT PORTFOLIO HOLDINGS AS OF 30 JUNE 2019Allergan plc (AGN-$167.43 NYSE) agreed to be acquired by AbbVie Inc. (ABBV-$72.32-NYSE). Allergan develops and manufactures branded pharmaceutical, biologic, surgical, and regenerative medicine products. Under terms of the agreement, Allergan shareholders will receive $120.30 cash and 0.866 shares of AbbVie common stock per share, valuing the transaction at approximately $84 billion. The transaction is subject to shareholder as well as regulatory approvals, and is expected to close in early 2020.

Anadarko Petroleum Corp. (APC-$70.56-NYSE) agreed to be acquired by Occidental Petroleum Corp. (OXY-$50.28-NYSE). Anadarko Petroleum explores for and produces oil, natural gas, and natural gas liquids. Under terms of the agreement, Anadarko shareholders will receive $59.00 cash and 0.2934 shares of Occidental common stock per share, valuing the transaction at approximately $57 billion. Anadarko had agreed on 12 April 2019 to be acquired by Chevron Corp. (CVX-NYSE) for $50 billion. Under Chevron's agreement, Anadarko shareholders would have received $16.25 cash and 0.3869 shares of Chevron common stock per share, but Anadarko has deemed Occidental's most recent proposal superior. The transaction is subject to shareholder as well as regulatory approvals, and is expected to close in the second half of 2019.

Celgene Corp. (CELG-$92.44-NASDAQ) agreed to be acquired by Bristol-Myers Squibb Co. (BMY-$45.35-NYSE). Celgene is an integrated global biopharmaceutical company engaged in the discovery, development, and commercialization of innovative cancer therapies. Under terms of the agreement, Celgene shareholders will receive $50.00 cash and one share of Bristol-Myers common stock per share, valuing the transaction at approximately $89 billion. The agreement also includes a Contingent Value Right (CVR) of up to $9.00 per share, dependent on the U.S. FDA's approval of Celgene's ozanimod, liso-cel, and bb2121 drugs. The transaction is subject to approval by shareholders of both companies as well as regulatory approval, and is expected to close in the third quarter of 2019.

First Data Corp. (FDC- $27.07-NYSE) agreed to be acquired by Fiserv Inc. (FISV-$91.16-NASDAQ). First Data provides electronic commerce solutions for merchants, financial institutions, and card issuers. Under terms of the agreement, First Data shareholders will receive 0.303 shares of Fiserv common stock per share, valuing the transaction at approximately $38 billion. The transaction is subject to approval by shareholders of both companies, as well as regulatory approval, and is expected to close in the second half of 2019.

Inmarsat plc (ISAT LN-$6.93-London Stock Exchange) agreed to be acquired by a consortium of private equity buyers. Inmarsat provides mobile satellite communications services on land, at sea, and in the air. Under terms of the agreement, Inmarsat shareholders will receive $7.09 cash per share as well as Inmarsat's previously declared dividend of $0.12, for a $7.21 per share total deal consideration. The transaction, valued at approximately £3 billion, is subject to shareholder as well as regulatory approvals and is expected to close in the fourth quarter of 2019.

Red Hat Inc. (RHT-$187.76-NYSE) agreed to be acquired by International Business Machines Corp. (IBM). Red Hat provides enterprise open source software solutions, delivering high performing Linux, hybrid cloud, container, and Kubernetes technologies. Under terms of the agreement, Red Hat shareholders will receive $190.00 cash per share, valuing the transaction at approximately $32 billion. The transaction was subject to shareholder as well as regulatory approvals, and closed subsequent to 30 June 2019.

Tableau Software Inc. (DATA-$166.02-NYSE) agreed to be acquired by Salesforce.com Inc. (CRM-$151.77-NYSE). Tableau Software provides business analytics software products. Under terms of the agreement, Tableau shareholders will receive 1.103 shares of Salesforce.com common stock per share, valuing the transaction at approximately $14 billion. The transaction is subject to the tender of at least a majority of shares outstanding, as well as regulatory approval, and is expected to close in the third quarter of 2019.

Tribune Media (TRCO-$46.22-NYSE) agreed to be acquired by Nexstar Media Group (NXST-$101.00-NASDAQ). Tribune owns television broadcast stations as well as other media assets. Under terms of the agreement, Tribune shareholders will receive $46.50 cash per share, valuing the transaction at approximately $7 billion. Shareholders will receive a "ticking fee" consideration of approximately $0.30 per month if the transaction has not closed by 31 August 2019. The transaction is subject to approval by shareholders of both companies, as well as regulatory approval, and is expected to close in the third quarter of 2019.

Versum Materials Inc. (VSM-$51.58-NYSE) agreed to be acquired by Merck KGaA (MRK GY-Frankfurt). Versum Materials develops, transports, and handles specialty materials for the semiconductor and display industries. Under terms of the agreement, Versum shareholders will receive $53.00 cash per share, valuing the transaction at approximately $6 billion. Merck previously proposed $48.00 in February 2019 and subsequently raised the offer price in April, resulting in Versum accepting the offer and terminating its merger agreement with Entegris, Inc. (ENTG-NASDAQ). The transaction is subject to shareholder as well as regulatory approval and is expected to close in the second half of 2019.

Worldpay Inc. (WP-$122.55-NYSE) agreed to be acquired by Fidelity National Information Services Inc. (FIS-$122.68-NYSE). Worldpay is a payments technology company with a comprehensive suite of products and services. Under terms of the agreement, Worldpay shareholders will receive $11.00 cash and 0.9287 shares of Fidelity National common stock per share, valuing the transaction at approximately $43 billion. The transaction is subject to approval by shareholders of both companies, as well as regulatory approval, and is expected to close in the second half of 2019.

SELECT CLOSED DEALS AS OF 30 JUNE 2019ARRIS International plc. CommScope Holding Company Inc. completed its acquisition of ARRIS International in April. ARRIS manufactures communications equipment and related products that enable broadband and video transmission to customers. On 8 November 2018, CommScope announced it would acquire ARRIS for $31.75 cash per share, valuing the transaction at approximately $7 billion.

Dun & Bradstreet Corp. Cannae Holdings, Inc. and a consortium of investors completed its acquisition of Dun & Bradstreet in February 2019. Dun & Bradstreet uses commercial data, analytics, and insights to help companies improve business performance. On 8 August 2018, Cannae Holdings announced it would acquire Dun & Bradstreet for $145.00 cash per share, valuing the transaction at approximately $7 billion.

Ellie Mae. Thoma Bravo completed its acquisition of Ellie Mae in April 2019. Ellie Mae is a cloud-based platform provider to the mortgage finance industry. On 12 February 2019, Thoma Bravo announced it would acquire Ellie Mae for $99.00 cash per share, valuing the transaction at approximately $3.5 billion.

Gemalto NV. Thales SA completed its acquisition of Gemalto in April 2019. Gemalto produces SIM cards and near field chips for mobile phones, as well as digital security chips used in payment processing and passports. On 17 December 2017, Thales announced it would acquire Gemalto for €51.00 cash per share, valuing the transaction at approximately €5 billion.

Integrated Device Technology Inc. Renesas Electronics Corp. completed its acquisition of Integrated Device Technology in March 2019. Integrated Device Technology develops system-level solutions that optimize customer applications. On 11 September 2018, Renesas announced it would acquire Integrated Device Technology for $49.00 cash per share, valuing the transaction at approximately $7 billion.

Loxo Oncology Inc. Eli Lilly and Co. completed its acquisition of Loxo Oncology in February 2019. Loxo Oncology is a biopharmaceutical company that develops medicines for patients with genomically defined cancers. On 7 January 2019, Eli Lilly announced it would acquire Loxo Oncology for $235.00 cash per share, valuing the transaction at approximately $8 billion.

Shire plc. Takeda Pharmaceutical Co. Ltd. completed its acquisition of Shire in January 2019. Shire develops pharmaceutical products that treat rare diseases and other specialized conditions. On 7 May 2018, Takeda announced it would acquire Shire for $30.33 cash and 0.839 shares of Takeda common stock per share, valuing the transaction at approximately $80 billion.

Tesaro Inc. GlaxoSmithKline plc completed its acquisition of Tesaro in January 2019. Tesaro is an oncology-focused biopharmaceutical company that develops treatments for solid tumors. On 3 December 2018, GlaxoSmithKline announced it would acquire Tesaro for $75.00 cash per share, valuing the transaction at approximately $5 billion.

Twenty-First Century Fox Inc. The Walt Disney Co. completed its acquisition of Twenty-First Century Fox in March 2019. Twenty-First Century Fox owns various cable, broadcast, film, pay TV and satellite assets globally. On 14 December 2017, Disney announced it would acquire Fox, which ultimately led to shareholders receiving one share of SpinCo and $38.00 of cash and Disney common stock per share, valuing the transaction at approximately $70 billion.

Ultimate Software Group, Inc. Hellman & Friedman Group completed its acquisition of Ultimate Software in May 2019. Ultimate Software provides cloud-based human capital management and employee experience solutions. On 4 February 2019, Hellman & Friedman announced it would acquire Ultimate Software for $331.50 cash per share, valuing the transaction at approximately $11 billion.

USG Corp. Gebr. Knauf Verwaltungsgessellschaft KG completed its acquisition of USG Corp. in April 2019. USG manufactures and distributes building materials, most notably drywall and joint compound. On 11 June 2018, Knauf announced it would acquire USG for $44.00 cash per share, valuing the transaction at approximately $7 billion.

Vectren Corp. CenterPoint Energy Inc. completed its acquisition of Vectren in February 2019. Vectren provides gas and electricity to more than one million customers in Indiana and Ohio. On 23 April 2018, CenterPoint Energy announced it would acquire Vectren for $72.00 cash per share, valuing the transaction at approximately $8 billion.

GABELLI FUNDS, LLC23 October 2019

PORTFOLIO SUMMARY

Largest holdings

 

 

As at 30 June 2019

Security1

Offsetting short position2

% of total portfolio (net)5 

Market value3 $000 

Offsetting market value4 $000 

% of total portfolio6 (gross) 

Red Hat Inc.7

-

10.3 

8,215 

10.3 

Anadarko Petroleum Corp.

Occidental Petroleum Corp.

5.6 

5,250 

(802)

6.6 

Mellanox Technologies Ltd.7

-

5.5 

4,404 

5.5 

Spark Therapeutics Inc.7

-

5.5 

4,364 

5.5 

Versum Materials Inc.7

-

5.2 

4,175 

5.2 

 

 

----------------- 

----------------- 

----------------- 

----------------- 

Celgene Corp.

Bristol-Myers Squibb Co.

5.1 

5,785 

(1,696)

7.2 

Tribune Media Co.7

-

3.9 

3,138 

3.9 

Array Bio Pharma Inc.7

-

3.9 

3,095 

3.9 

Zayo Group Holdings Inc.7

-

3.6 

2,867 

3.6 

Liberty Media Corp. - Liberty SiriusXM

-

3.4 

2,696 

3.4 

 

 

----------------- 

----------------- 

----------------- 

----------------- 

Medidata Solutions Inc.7

-

3.2 

2,525 

3.2 

Multi-Color Corp.7

-

3.0 

2,374 

3.0 

WABCO Holdings Inc.7

-

2.7 

2,161 

2.7 

Altaba Inc.

Alibaba Group

2.0 

3,886 

(2,293)

4.9 

Oaktree Capital Group LLC

Brookfield Asset Management Inc.

1.3 

2,115 

(1,099)

2.6 

 

 

----------------- 

----------------- 

----------------- 

----------------- 

Worldpay Inc.

Fidelity National Information Services

0.1 

3,289 

(3,172)

4.1 

L3 Technologies Inc.

Harris Corp.

5,355 

(5,365)

6.7 

SunTrust Banks Inc.

BB&T Corp.

2,310 

(2,339)

2.9 

Tableau Software Inc.

Salesforce.com Inc.

4,317 

(4,354)

5.4 

First Data Corp.

Fiserv Inc.

(0.1)

4,468 

(4,540)

5.6 

 

 

----------------- 

----------------- 

-----------------

----------------- 

Subtotal

 

64.2 

76,789 

(25,660)

96.2 

Other holdings8

 

35.8 

37,232 

(8,342)

3.8 

 

 

----------------- 

----------------- 

-----------------

----------------- 

Total holdings

 

100.0 

114,021 

(34,002)

100.0 

 

 

========== 

========== 

==========

========== 

1 Long position.

2 Short position taken, based on the acquirer of the security when acquirer stock is being offered in whole, or in part, to finance the transaction.

3 Market value of the long position.

4 Market value of the offsetting short position.

5 Represents the total position value (market value plus the offsetting market value) as a percentage of the total portfolio value.

6 Represents the market value as a percentage of the total portfolio value.

7 At 30 June 2019, the deal terms specified an all-cash transaction, and there is no offsetting short position.

8 Including derivatives and equity short positions, and excluding U.S. Treasuries.

STRATEGY

The Company's strategy is to generate returns for its shareholders by pursuing its investment objective while mitigating shareholder risk, by investing in a diversified spread of equity investments. Through a process of bottom-up stock selection and the implementation of disciplined portfolio construction, we aim to create value for the Company's shareholders.

The largest holdings in the Company's portfolio are listed on page 12.

Business Model

Please see the Methodology in Action in the Annual Report and Financial Statements.

Gearing Policy

At the sole discretion of the Portfolio Manager, the Company may use leverage as part of its investment programme. It is anticipated that the Company will structurally gear and use tactical leverage or portfolio borrowings in an amount (calculated at the time of draw down) of around 2 times of the Net Asset Value, subject to maximum gearing of 2.5 times the Net Asset Value.

Our Key Performance Indicators ("KPIs")

The Board recognises that it is share price performance that is most important to the Company's shareholders. Fundamental to share price performance is the performance of the Company's net asset value. The central priority is to generate returns for the Company's shareholders through net asset value and share price total return, and discount management.

For the year ended 30 June 2019, the Company's KPIs as monitored closely by the Board at each meeting, are listed below:

 

30 June 2019

%

30 June 2018*

%

Net Asset Value Total Return

3.69

2.78

Share Price Total Return

(6.51)

0.61

Discount to Net Asset Value

11.43

1.17

* For the period 19 July 2017 to 30 June 2018

The above table sets out the key KPIs for the Company. These KPIs fall within the definition of 'Alternative Performance Measures' (APMs) under guidance issued by the European Securities and Markets Authority (ESMA). Information explaining how these are calculated is set out in the Glossary in the Annual Report and Financial Statements.

Performance measured against various indices

The Company does not have a benchmark. However, at each meeting the Board reviews and compares portfolio performance in the context of the performance of the ETF MNA and Credit Suisse Merger Arb Liquid Indices.

Information on the Company's performance is given in the Chairman's Statement and the Portfolio Manager's Review.

Share Price Total Return

 

 

The Company's primary investment objective is to seek to generate total return consisting of capital appreciation and current income.

In order to allow shareholders to realise a predictable, but not assured, level of cash flow on their investment the Company has adopted a "managed dividend policy" which may be changed at any time by the Board. The Company intends, subject to legal and regulatory requirements to pay shareholders a quarterly dividend at a minimum annualised dividend rate of 5% of the average NAV per share during each calendar quarter.

The Board reviews the amount of any potential distribution and the Company's income, capital gains and capital available for each distribution period.

Share price discount to net asset value (NAV) per share

The NAVs per share are published on a daily basis on the London Stock Exchange and The International Stock Exchange. The NAV is calculated in accordance with the Association of Investment Companies (AIC) formula.

At each Board meeting, the Board monitors the level of the Company's discount to NAV, the changes thereto and the reason for such changes. The Directors recognise the importance to investors that the shares should not trade at a significant discount to their prevailing NAV. Accordingly, the Board would consider implementing a share buy back programme to ensure that the share price does not trade at a significant discount to the underlying net asset value per share.

In the year under review, the Company's shares have traded from a discount of 1.17% as at 30 June 2018 to a discount of 11.43%, as at 30 June 2019.

 

Performance is assessed on a total return basis for the NAV and share price.

 

Principal Risks

The Company is exposed to a variety of risks and uncertainties. The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its investment objective, business model, future performance, solvency or liquidity.

The Company maintains a risk matrix which sets out the risks facing the Company, the likelihood and potential impact of each risk and the controls established for mitigation. The risk matrix is reviewed by the Audit Committee on a regular basis.

The principle risks remain unchanged since last year and are set out in the following table with an explanation of how they are mitigated.

Risk

Mitigation

Investment Portfolio

Decline in the U.S. equity markets.

Investing in a diversified portfolio and by adhering to a carefully

Monitored series of investment restrictions, enabled by automated pre-trade compliance features and daily review of trade tickets. These strictures mandate that no single security purchase can, at the time of investment, account for more than 15% of the gross assets of the Company.

The Board meets the portfolio management team quarterly at the Board meetings to review the risk factors and their effect on the portfolio, and a thorough analysis of the investment strategy is completed.

Merger and event driven risks address the possibility that deals do not go through, are delayed beyond the original closing dates, or that the terms of the proposed transactions change adversely.

Portfolio management team's careful selection and active monitoring of mergers and acquisitions deals, and maintaining a thorough knowledge of the selected securities in the portfolio.

Global Macro Event

Global instability or events external to the management and controls of the Company.

Global economic, geopolitical, and financial conditions are constantly monitored. Diversification of Company assets is incorporated into the investment strategy, and if disruptive events occur, the Manager is prepared to adopt a temporary defensive position and invest some or all of the Company's portfolio in cash or cash equivalents, money market instruments, bonds, commercial paper, or other debt obligations with banks or other counterparties, with appropriate ratings as determined by an internationally recognised rating agency and approved by the Board. Another option is the investment in "government and public securities" as defined for the purposes of the Financial Conduct Authority Handbook.

Operational

The operational functions of the Company are outsourced to third parties. Disruptions to the systems at these companies or control failures could impact the Company.

All third parties report to the Board on a regular basis and their reports and representations are reviewed by the Board, the AIF Manager and the Portfolio Manager.

Market and Share Price

The market price of the Company may fall below the NAV.

To address a discount, the Board may consider using share buy-backs, through which shares would be repurchased when trading at a discount from NAV, up to a maximum percentage of 14.99% of the issued share capital.

Financial

Comprise: (i) market price risk (comprising interest rate risk, currency risk and other price risk); (ii) liquidity risk; and (iii) credit risk.

Further details of these risks are disclosed in Note 12 to the financial statements together with a summary of the policies for managing these risks.

Corporate Governance and Regulatory

 

Damage to its reputation through poor corporate governance.

Shareholder discontent due to a lack of appropriate communications and/or inadequate financial reporting.

The Board actively performs self-assessments of compliance with best governance practices.

The Board is in contact with its major shareholders on a regular basis, and it monitors shareholder sentiment. In addition, regulatory risks, in the form of failure to comply with mandatory regulations, could have an impact on the Company's continuity.

The Company receives, and responds to, guidance from both its external and internal advisors on compliance with the Listing

Rules, and Disclosure and Transparency Rules, as well as other applicable regulations.

In order to qualify as an investment trust, the Company must comply with Section 1158-59 of the Corporation Tax Act 2010.

A breach of these sections could result in the Company losing investment trust status and, as a consequence, capital gains realised within the Company's portfolio would be subject to Corporation Tax.

The criteria are monitored by the Administrator, AIF Manager and the Portfolio Manager and the Board receives a report on compliance at each quarterly meeting.

 

 

Viability Statement

In accordance with the provisions of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months referred to in the 'Going Concern' guidelines.

The Board conducted this review focusing on a period of five years. This period was selected as it is aligned with the Company's investment objective of generating total return, consisting of capital appreciation and current income. In making this assessment the Board also considered the Company's principal risks.

Investment trusts in the UK operate in a well established and robust regulatory environment and the Directors have assumed that:

·; Investors will continue to want to invest in closed-end investment trusts because the fixed capitalisation structure is suited to pursuing the Portfolio Manager's proprietary long term Private Market Value ("PMV") investment strategy;

·; The Company's remit of investing globally with an emphasis on securities traded in the U.S., and predominantly equity securities issued by companies of any market capitalisation will continue to be attractive to investors.

As with all investment vehicles, there is a risk that the performance of individual investments will vary and that capital may be lost, but this is not regarded as a threat to the viability of the Company. Operationally, the Company retains title to all assets, and cash and securities are held with a custodian bank approved by the Portfolio Manager and the Board.

The nature of the Company's investments means that solvency and liquidity risks are low because:

·; The Company's portfolio is invested mainly in readily realisable, listed securities;

·; The closed-end nature of the Company means that, unlike an open-ended fund, it does not need to liquidate positions when shareholders wish to sell their shares; and

·; The expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments currently foreseen which would alter that position.

Taking these factors into account, the Directors confirm that they have a reasonable expectation that the Company will continue to operate and meet its expenses as they fall due over the next five years. 

The Company's portfolio consists primarily of U.S. investments, accordingly, the Company believes that the "Brexit" process will not materially affect the prospects for the Company, but the Board and Portfolio Manager will continue to keep developments under review.

MARC GABELLIChairman23 October 2019

Statement of Directors' Responsibilities in respect of the Financial Statements

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

Company Law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 the financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; state whether applicable IFRSs as adopted by the European Union, have been followed, subject to any material departures disclosed and explained in the financial statements;

·; make judgements and accounting estimates that are reasonable and prudent; 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 also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for 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 and the Directors' Remuneration Report comply with the Companies Act 2006.

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

Directors' confirmations

The Directors consider that the annual report and accounts, 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.

In the case of each Director in office at the date the Director's Report is approved:

·; so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

·; they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

By order of the Board

Marc Gabelli

Chairman of the Board

23 October 2019

STATEMENT OF COMPREHENSIVE INCOME

 

 

Year ended 30 June 2019

Period from 19 July 2017 to

30 June 2018

Income

 Notes 

Revenue $000 

Capital $000 

Total $000 

Revenue $000 

Capital $000 

Total $000 

Investment Income

885 

885 

998 

998 

 

 

---------------- 

--------------

-----------

-----------

----------

--------------

Total investment income

 

885 

885 

998 

998 

 

 

---------------- 

--------------

-----------

---------- 

----------

--------------

Gains/(losses) on investments

 

 

 

 

 

 

 

Net realised and unrealised gains on investments

3, 14 

4,421 

4,421 

3,277 

3,277 

Net realised and unrealised currency gains

 

24 

24 

 

 

---------------- 

--------------

-----------

-----------

----------

--------------

Net gains on investment

 

4,445 

4,445 

3,286 

3,286 

 

 

---------------- 

--------------

-----------

-----------

--------- 

--------------

Total income and gains on investment

 

885 

4,445 

5,330 

998 

3,286 

4,284 

 

 

---------------- 

--------------

-----------

---------- 

----------

--------------

Expenses

 

 

 

 

 

 

 

Portfolio management fee

(852)

(852)

(811)

(811)

Other expenses

(710)

(103)

(813)

(455)

(169)

(624)

 

 

---------------- 

--------------

-----------

---------- 

----------

--------------

Total expenses

 

(1,562)

(103)

(1,665)

(1,266)

(169)

(1,435)

 

 

---------------- 

------------- 

---------- 

-----------

----------

--------------

Profit/(loss) before taxation

 

(677)

4,342 

3,665 

(268)

3,117 

2,849 

 

 

---------------- 

--------------

-----------

-----------

--------- 

------------- 

Taxation on ordinary activities

(77)

(77)

(66)

(66)

 

 

---------------- 

--------------

-----------

-----------

--------- 

--------------

Profit/(loss) for the year/period

 

(754)

4,342 

3,588 

(334)

3,117 

2,783 

 

 

----------------

--------------

-----------

---------- 

--------- 

------------- 

Earnings per share (basic and diluted)

($0.07)

$0.42 

$0.35 

($0.03)

$0.30 

$0.27 

 

 

========= 

======= 

===== 

===== 

===== 

========

         

 

The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue return and capital return columns are both prepared under guidance issued by the Association of Investment Companies. All items in the above statement derive from continuing operations.

No operations were acquired or discontinued during the year ended 30 June 2019.

The Company does not have any income or expense that is not included in net profit for the year. Accordingly, the net profit for the year is also the total comprehensive income for the year, as defined in IAS1 (revised).

The notes form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

 

 

Year ended 30 June 2019

Year ended 30 June 2019

Note 

Called up Share Capital $000 

Share Premium$000 

Special Distributable Reserve* $000 

Capital Reserve $000 

 Revenue Reserve* $000 

Total $000 

 

Balance as at 30 June 2018

 

103 

98,832 

3,117 

(334)

101,718 

 

Profit/(loss) for the year after tax on ordinary

 

 

 

 

 

 

 

 

activities

 

4,342 

(754)

3,588 

 

Dividends paid

(4,960)

(4,960)

 

 

 

--------- 

----------

------------

-----------

------------

------------

 

Balance as at 30 June 2019

 

103 

93,872 

7,459 

(1,088)

100,346 

 

 

 

===== 

====== 

====== 

====== 

====== 

======= 

 

 

 

 

Period from 19 July 2017 to 30 June 2018

Balance as at 19 July 2017

Note 

Called up Share Capital $000 

Share Premium $000 

Special Distributable Reserve* $000 

 Capital Reserve $000 

RevenueReserve* $000 

Total $000 

 

Initial placing

 

100 

100,011 

100,111 

 

Tap issue

 

3,340 

3,343 

 

Share issue costs†

 

(902)

(902)

 

Transfer to special distributable reserve

 

(102,449)

(102,449)

 

Transfer from share premium reserve

 

102,449 

102,449 

 

Profit/(loss) for the period after tax on ordinary activities

 

3,117 

(334)

2,783 

 

Dividends paid

(3,617)

(3,617)

 

 

 

---------

----------

-----------

-----------

----------- 

------------

 

Balance as at 30 June 2018

 

103 

98,832 

3,117 

(334)

101,718 

 

 

 

=====

======

====== 

====== 

====== 

======= 

 

* These reserves are distributable.

† Share issue costs are comprised of $835,448 for the initial placing of shares on 19 July 2017 and $66,875 for the tap issue on 15 November 2017.

The notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION

 

 

As at 30 June 2019

As at 30 June 2018

 

Note 

$000 

$000 

$000 

$000 

 

Non-current assets

 

 

 

 

 

 

Investments held at fair value through profit or loss

 

104,468 

 

91,469 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

10 

27,398 

 

23,403 

 

 

Receivable for investments sold

 

3,097 

 

1,620 

 

 

Other receivables

15 

33 

 

651 

 

 

 

 

------------

 

----------- 

 

 

 

 

30,528 

 

25,674 

 

 

Current liabilities

 

 

 

 

 

 

Portfolio management fee payable

 

(70)

 

(71)

 

 

Offering fees payable

 

(52)

 

(64)

 

 

Payable for investments purchased

 

(4,408)

 

(10,975)

 

 

Other payables

15 

(173)

 

(688)

 

 

 

 

 

------------

 

------------

 

Net current assets

 

 

25,825 

 

13,876 

 

Non-current liabilities

 

 

 

 

 

 

Investments at fair value through profit or loss

 

(29,947)

 

(3,627)

 

 

 

 

------------

 

----------- 

 

Net assets

 

 

100,346 

 

101,718 

 

 

 

 

-----------

 

------------

 

Share capital and reserves

 

 

 

 

 

 

Called-up share capital

11 

103 

 

103 

 

 

Special distributable reserve*

 

93,872 

 

98,832 

 

 

Capital reserve

 

7,459 

 

3,117 

 

 

Revenue reserve*

 

(1,088)

 

(334)

 

 

 

 

 

------------

 

------------

 

Total shareholders' funds

 

 

100,346 

 

101,718 

 

Net asset value per share

 

 

$9.71 

 

$9.84 

 

 

 

 

===== 

 

======

 

          

* These reserves are distributable.

Gabelli Merger Plus+ Trust Plc is registered in England and Wales under Company number 10747219.

The financial statements were approved by the Board of Directors on 23 October 2019 and signed on its behalf by

MARC GABELLIChairman

The notes form part of these financial statements.

STATEMENT OF CASH FLOWS

 

Year ended 30 June 2019

Period from 19 July 2017 to 30 June 2018

 

$000 

$000 

$000 

$000 

Cash flows from operating activities

 

 

 

 

Profit before tax

 

3,665 

 

2,849 

Adjustments for:

 

 

 

 

Gains on investments

(4,445)

 

(3,286)

 

Cash flows from operating activities

 

 

 

 

Purchases of investments*

(309,199)

 

(338,080)

 

Sales of investments*

326,941 

 

249,215 

 

Increase in receivables

(1,316)

 

(2,271)

 

(Decrease)/increase in payables

(7,095)

 

15,390 

 

Dividend income

457 

 

715 

 

Foreign withholding taxes on dividends

(77)

 

(66)

 

Currency gain on cash equivalents

24 

 

 

 

 

---------------- 

 

---------------- 

Net cash flows from operating activities

 

8,955 

 

(75,532)

 

 

---------------- 

 

---------------- 

Cash flows from financing activities

 

 

 

 

Shares issued for cash

 

103,454 

 

Share issue cost

 

(902)

 

Dividends paid

(4,960)

 

(3,617)

 

 

 

---------------- 

 

---------------- 

Net cash flows from financing activities

 

(4,960)

 

98,935 

 

 

---------------- 

 

---------------- 

Net increase in cash and cash equivalents

 

3,995 

 

23,403 

 

 

---------------- 

 

---------------- 

Cash and cash equivalents at the start of the year/period

 

23,403 

 

 

 

---------------- 

 

---------------- 

Cash and cash equivalents at the end of the year/period

 

27,398 

 

23,403 

 

 

========= 

 

========= 

* Receipts from the sale of, and payments to acquire, investment securities have been classified as components of cash flows from operating activities because they form part of the Company's dealing operations.

The notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1 GENERAL INFORMATIONGabelli Merger Plus+ Trust Plc (the "Company") is a closed-ended public limited company incorporated in England and Wales on 28 April 2017 with registered number 10747219. The Company commenced operation on 19 July 2017 and intends to conduct its affairs so as to qualify, at all times, as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010 (as amended).

2 ACCOUNTING POLICIES

(a) Basis of preparationThe financial statements of Gabelli Merger Plus+ Trust Plc have been prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss.

The principal accounting policies adopted by the Company are set out below. Where presentational guidance set out in the Statement of Recommended Practice ('SORP') for investment trusts issued by the Association of Investment Companies ('AIC') in November 2014 is consistent with the requirements of IFRS, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

(b) Presentation of Statement of Comprehensive IncomeTo better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income.

(c) Going concernHaving assessed the principal risks and the other matters discussed in connection with the viability statement on page 17, the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

(d) Statement of estimation uncertaintyIn the application of the Company's accounting policies, the Investment Manager is required to make judgements, estimates, and assumptions about carrying values of assets and liabilities that are not always readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates. There have been no significant judgements, estimates, or assumptions for the period.

(e) Income recognitionRevenue from investments (other than special dividends), including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex-dividend, or where no ex-dividend date is quoted, when the Company's right to receive payment is established. Franked investment income is stated net of the relevant tax credit. Other income includes any taxes deducted at source. Special dividends are credited to capital or revenue, according to the circumstances. Scrip dividends are treated as unfranked investment income; any excess in value of the shares received over the amount of the cash dividend is recognised as a capital item in the Statement of Comprehensive Income.

Interest income is accounted for on an accruals basis by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

(f) ExpensesThe management fees are allocated to revenue in the Statement of Comprehensive Income. Interest receivable and payable and management expenses are treated on an accruals basis. All other expenses are charged to revenue 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.

The formation and initial expenses of the Company are allocated to capital.

(g) InvestmentsInvestments have been designated upon initial recognition at fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned, and are initially measured at fair value. Subsequent to initial recognition, investments are valued at fair value. Movements in the fair value of investments and gains/losses on the sale of investments are taken to the Statement of Comprehensive Income as capital items.

The Company's listed investments are fair valued using the last traded price of the valuation date.

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. The Company shall offset financial assets and financial liabilities if it has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis. Financial assets and liabilities are derecognised when the Company settles its obligations relating to the instrument.

Contracts for Difference (CFDs)CFDs are recognised in the Statement of Financial Position at the accumulated unrealised gain or loss as an asset or liability, respectively. This represents the difference between the nominal book cost and market value of each position held. Movements in the unrealised gains/losses are taken to the Statement of Comprehensive Income as capital items.

(h) Transaction costsTransaction costs incurred on the purchase and disposal of investments are recognised as a capital item in the Statement of Comprehensive Income.

(i) Foreign currencyForeign currencies are translated at the rates of exchange ruling on the year end date. Revenue received/ receivable and expenses paid/payable in foreign currencies are translated at the rates of exchange ruling at the transaction date.

(j) Fair valueAll financial assets and liabilities are recognised in the financial statements at fair value.

(k) Dividends payableInterim and final dividends are recognised in the period in which they are declared.

(l) Capital reserveCapital distributions received, realised gains or losses on investments that are readily convertible to cash, and capital expenses are transferred to the capital reserve. Share buybacks are funded through the capital reserve.

(m) TaxationThe tax effect of different items of income/gains and expenditure/losses is allocated between revenue and capital on the same basis as the particular item to which it relates, under the marginal method, using the Company's effective rate of tax. Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the period end date where transactions of events that result in an obligation to pay more or a right to pay less tax in future have occurred at the period end 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.

(n) Functional and presentation currencyThe functional and presentation currency of the Company is the U.S. dollar.

3 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Year ended 30 June 2019 $000 

Period from 19 July 2017 to 30 June 2018 $000 

Opening valuation

87,842 

Opening unrealised losses on investments

1,023 

 

---------------- 

---------------- 

Opening cost

88,865 

Add: additions at cost

309,199 

338,080 

Less: disposals at cost

(323,171)

(249,215)

 

---------------- 

---------------- 

Closing cost

74,893 

88,865 

Closing unrealised losses on investments

(372)

(1,023)

 

---------------- 

---------------- 

Closing valuation

74,521 

87,842 

 

========= 

========= 

Fair value hierarchyIFRS 13 requires the Company to classify its financial instruments held at fair value using a hierarchy that reflects the significance of the inputs used in the valuation methodologies. These are as follows:

• Level 1 - quoted prices in active markets for identical investments;

• Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc.); and

• Level 3 - Significant unobservable inputs.

The financial assets measured at fair value through profit or loss in the financial statements are grouped into the fair value hierarchy as follows:

 

As at 30 June 2019

 

Level 1 $000 

Level 2 $000 

Level 3 $000 

Total $000 

Financial assets at fair value through profit or loss

 

 

 

 

Quoted equities

104,180 

104,180 

Contingent value rights

229 

229 

Derivatives

59 

59 

 

---------------- 

---------------- 

---------------- 

---------------- 

Gross fair value

 

 

 

104,468 

Derivatives

(234)

(234)

Quoted equities - shorts

(29,713)

(29,713)

 

---------------- 

---------------- 

---------------- 

---------------- 

Net fair value

74,467 

(175)

229 

74,521 

 

========= 

========= 

========= 

========= 

 

 

 

 

 

 

As at 30 June 2018

 

Level 1 $000 

Level 2 $000 

Level 3 $000 

Total $000 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

 

 

 

Quoted equities

90,573 

90,573 

Derivatives - CFDs

896 

896 

 

---------------- 

---------------- 

---------------- 

---------------- 

Gross fair value

 

 

 

91,469 

Quoted equities - shorts

(3,627)

(3,627)

 

---------------- 

---------------- 

---------------- 

---------------- 

Net fair value

86,946 

896 

87,842 

 

========= 

========= 

========= 

========= 

Valuation Process and Techniques for Level 3 ValuationsThe valuation of contingent value rights is performed on a quarterly basis by the Pricing Committee of the Portfolio Manager. On a quarterly basis the Pricing Committee will review the valuation of the contingent value rights for significant changes. The investments in contingent value rights is reviewed regularly to ensure that the initial classification remains correct given the asset's characteristics and the Company's investment policies. The contingent value rights are initially recognised using the transaction price as the best evidence of fair value at acquisition and are subsequently measured at fair value.

Level 3 financial assets at fair value through profit or loss at 30 June

 

2019 $000 

2018 $000 

Opening fair value

- Assets acquired during the year

435 

Total profit or loss included in net profit/(loss) on investments in the

 

 

Statement of Comprehensive Income

 

 

- Assets held at end of year

(206)

 

---------------- 

---------------- 

Closing balance

229 

 

========= 

========= 

Net realised and unrealised gains/(losses) on investments

 

Year ended 30 June 2019 $000 

Period from 19 July 2017 to 30 June 2018 $000 

 

 

 

Realised gains on investments

3,770 

4,300 

Movement in unrealised gains/(losses) on investments

651 

(1,023)

 

---------------- 

---------------- 

Net realised and unrealised gains on investments

4,421 

3,277 

 

========= 

========= 

4 TRANSACTION COSTSDuring the year commissions and other expenses were incurred in acquiring or disposing of investments classified at fair value through profit or loss. These have been charged through capital and are within gains/(losses) in the Statement of Comprehensive Income. The total costs were as follows:

 

Year ended 30 June 2019 $000 

Period from 19 July 2017 to 30 June 2018 $000 

Purchases

84 

106 

Sales

37 

23 

 

---------------- 

---------------- 

Total

121 

129 

 

========= 

========= 

5 INCOME

 

Year ended 30 June 2019 $000 

Period from 19 July 2017 to 30 June 2018 $000 

Income from investments

 

 

Overseas equities

584 

481 

Income on short term investments

418 

283 

Other (expense)/income

(117)

234 

 

---------------- 

---------------- 

Total income

885 

998 

 

========= 

========= 

6 EXPENSES

 

Year ended 30 June 2019 $000 

Period from 19 July 2017 to 30 June 2018 $000 

Revenue expenses

 

 

Portfolio Management Fee

(852)

(811)

Dividend Expense on Securities Sold Short

(189)

Directors' Remuneration

(108)

(87)

Company Secretary Fees - Maitland

(53)

(39)

AIFM - Carne

(50)

(48)

Audit Fees - PwC

(43)

(44)

Administration Fees - State Street

(42)

(40)

Other

(37)

(23)

Custodian/Depositary Fees - State Street

(32)

(35)

Broker Retainer Fee

(31)

Printing Fees

(24)

(22)

Directors' Expenses

(22)

(4)

Legal Fees

(21)

(52)

Registrar - Computershare

(18)

(20)

LSE RNS fees

(15)

(11)

Ongoing LSE and UKLA Fees

(13)

(10)

Marketing expenses

(12)

Non-audit Fees - PwC

(20)

 

---------------- 

---------------- 

Total revenue expenses

(1,562)

(1,266)

 

========= 

========= 

Capital expenses

 

 

Transaction costs on derivatives

(102)

Finance Charges Received/(Paid) - State Street

50 

(57)

Transaction Charges - State Street

(51)

(112)

 

---------------- 

---------------- 

Total capital expenses

(103)

(169)

 

========= 

========= 

Portfolio Management FeeUnder the terms of the Portfolio Management Agreement, the Portfolio Manager will be entitled to a management fee ("Management Fee"), together with reimbursement of reasonable expenses incurred by it in the performance of its duties under the Portfolio Management Agreement, other than the salaries of its employees and general overhead expenses attributable to the provision of the services under the Portfolio Management Agreement. The Management Fee shall be accrued daily and calculated on each Business Day at a rate equivalent to 0.85% of NAV per annum.

AIFM FeesThe Company has appointed Carne Global Fund Managers (Ireland) Limited ("Carne") as its Alternative Investment Fund Manager pursuant to the AIFMD. Carne is entitled to receive from the Company such annual fees, accrued and payable at such times, as may be agreed in writing between itself and the Company from time to time. The fees are payable monthly and subject to a minimum monthly fee of €2,500.

7 EQUITY DIVIDENDS

 

Year ended 30 June 2019 $000

----------------- 

Period from 19 July 2017 to 30 June 2018 $000 

------------------

Dividends paid

4,960 

3,617 

 

========== 

==========

During the year ended 30 June 2019 dividends paid per share totalled $0.48 (period from 19 July 2017 to 30 June 2018: $0.35 per share).

8 TAXATION ON ORDINARY ACTIVITIES

 

Year ended 30 June 2019

Analysis of the charge in the year

Revenue $000 

Capital $000 

Total $000 

Irrecoverable overseas tax

(77)

(77)

 

---------------- 

---------------- 

---------------- 

Total

(77)

- 

(77)

 

========= 

========= 

========= 

 

 

Period from 19 July 2017 to 30 June 2018

Analysis of the charge in the period

Revenue $000 

Capital $000 

Total $000 

Irrecoverable overseas tax

(66)

(66)

 

---------------- 

---------------- 

---------------- 

Total

(66)

(66)

 

========= 

========= 

========= 

 

 

Year ended 30 June 2019

Factors affecting the tax charge for the year

Revenue $000 

Capital $000 

Total $000 

Profit before taxation

(683)

4,348 

3,665 

 

---------------- 

---------------- 

---------------- 

UK Corporation tax at effective rate of 19%

(130)

826 

696 

 

---------------- 

---------------- 

---------------- 

Effects of:

 

 

 

Non taxable overseas dividends

(101)

(101)

Overseas tax expensed

(2)

(2)

Gains on investments held at fair value through profit or loss

(840)

(840)

Irrecoverable overseas tax

77 

10 

87 

Expenses not deductible for tax purposes

36 

36 

Losses on foreign currencies

(5)

(5)

Movement in excess management expenses

176 

184 

Movement in deferred tax rate on excess management expenses

21 

22 

 

---------------- 

---------------- 

---------------- 

Total

207 

(826)

(619)

 

---------------- 

---------------- 

---------------- 

Total tax charge for the year

77 

77 

 

========= 

========= 

========= 

 

 

Period from 19 July 2017 to 30 June 2018

Factors affecting the tax charge for the period

Revenue $000 

Capital $000 

Total $000 

Profit before taxation

(268)

3,117 

2,849 

 

---------------- 

---------------- 

---------------- 

UK Corporation tax at effective rate of 19%

(51)

592 

541 

 

---------------- 

---------------- 

---------------- 

Effects of:

 

 

 

Non taxable overseas dividends

(81)

(81)

Gains on investments held at fair value through profit or loss

(623)

(623)

Irrecoverable overseas tax

66 

66 

Expenses not deductible for tax purposes

32 

33 

Losses on foreign currencies

(1)

(1)

Excess management expenses

131 

131 

 

---------------- 

---------------- 

---------------- 

Total

117 

(592)

(475)

 

---------------- 

---------------- 

---------------- 

Total tax charge for the period

66 

66 

 

========= 

========= 

========= 

 

At the year end after offset against income taxable on receipt, there is a potential deferred tax asset of $301,205 (2018: $138,350) in relation to surplus tax reliefs. It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these amounts and therefore no deferred tax asset has been recognised.

Due to the Company's status as an investment trust and the intention to continue to meet the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising on the revaluation or disposal of investments.

9 EARNINGS PER SHAREEarnings per ordinary share is calculated with reference to the following amounts:

 

Year ended 30 June 2019 

Period from 19 July 2017 to 30 June 2018 

Revenue return

 

 

Revenue return attributable to ordinary shareholders ($000)

($760)

($334)

 

---------------- 

---------------- 

Weighted average number of shares in issue during year/period

10,334,166 

10,223,374 

Total revenue return per ordinary share

($0.07)

($0.03)

 

---------------- 

---------------- 

Capital return

 

 

Capital return attributable to ordinary shareholders ($000)

$4,348 

$3,117 

 

---------------- 

---------------- 

Weighted average number of shares in issue during year/period

10,334,166 

10,223,374 

Total capital return per ordinary share

$0.42 

$0.30 

 

---------------- 

---------------- 

Total return per ordinary share

$0.35 

$0.27 

 

========= 

========= 

 

Net asset value per share

As at 30 June 2019 

As at 30 June 2018 

Net assets attributable to shareholders ($000)

$100,346 

$101,718 

Number of shares in issue at year/period end

10,334,166 

10,334,166 

Net asset value per share

$9.71 

$9.84 

 

========= 

========= 

 

10 CASH AND CASH EQUIVALENTS

 

As at 30 June 2019 $000 

As at 30 June 2018 $000 

Cash

6,433* 

7,158 

U.S. Treasuries

20,965 

16,245 

 

---------------- 

---------------- 

Total

27,398 

23,403 

 

========= 

========= 

* As at 30 June 2019, $6,804,087 was held as collateral at UBS securities, LLC and is restricted.

11 CALLED UP SHARE CAPITAL

 

As at 30 June 2019 $000 

As at 30 June 2018 $000 

Authorised:

 

 

20,000,000 (2018: 20,000,000) Ordinary shares of $0.01 each - equity

200 

200 

 

---------------- 

---------------- 

Allotted, called up and fully paid:

 

 

10,334,166 (2018: 10,334,166) Ordinary shares of $0.01 each - equity

103 

103 

 

---------------- 

---------------- 

Total shares

103 

103 

 

========= 

========= 

12 FINANCIAL RISK MANAGEMENTThe Company's financial instruments comprise securities and other investments, cash balances, receivables, and payables that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and receivables for accrued income. The Company also has the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures, and options, for the purpose of managing currency and market risks arising from the Company's activities.

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

The Board regularly reviews, and agrees upon, policies for managing each of these risks. The Portfolio Manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short term receivables and payables, other than for currency disclosures.

(i) Market price riskThe fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, currency risk, and other price risk.

Interest rate riskInterest rate movements may affect the level of income receivable and payable on cash deposits.

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions.

Interest risk profileThe interest rate risk profile of the portfolio of financial assets and liabilities at the year end date was as follows:

 

As at 30 June 2019

Interest rate % 

Local currency 000 

Foreign exchange rate 

US Dollar Equivalent $000 

Assets:

 

 

 

 

US dollar

0.50 

28,836 

1.00 

28,836 

Canadian dollar

0.18 

1,856 

1.31 

1,420 

Euro

(0.60)

0.88 

GBP sterling

0.07 

12 

0.79 

15 

Norwegian krone

0.06 

8.53 

 

---------------- 

Total

27,398 

 

========= 

 

 

As at 30 June 2018

 

 

Interest rate % 

Local currency 000 

Foreign exchange rate 

US Dollar equivalent $000 

Assets:

 

 

 

 

US dollar

0.35 

25,744 

1.00 

25,744 

Australian dollar

0.15 

(118)

1.35 

(88)

Danish krone

(1.50)

(403)

6.38 

(64)

Euro

(0.60)

(355)

0.86 

(415)

GBP sterling

0.01 

(1,344)

0.76 

(1,775)

Hong Kong dollar

21 

7.85 

Swedish krona

(1.50)

(15)

8.95 

(2)

 

---------------- 

Total

23,403 

 

========= 

       

Interest rate sensitivityThe sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the year end date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.

If interest rates had been 75 (2018: 50) basis points higher or lower and all other variables were held constant, the Company's profit or loss for the reporting year to 30 June 2019 would increase/decrease by $205,000 (2018: $117,000). This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances.

Currency riskThe Company's investment portfolio is invested predominantly in foreign securities and the year end can be significantly affected by movements in foreign exchange rates. 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 investments with foreign currency borrowings.

The revenue account is subject to currency fluctuation arising from overseas income.

Currency risk exposure by currency of denomination:

 

As at 30 June 2019 

 

Net Investments $000 

Net monetary assets $000 

Total currency exposure $000 

Australian dollar

Canadian dollar

1,448 

(2,866)

(1,418)

Euro

GBP sterling

80 

(15)

65 

Norwegian krone

(1)

(1)

(2)

Swiss franc

(3)

(3)

 

---------------- 

---------------- 

---------------- 

Total non US Investments

1,530 

(2,881)

(1,351)

 

---------------- 

---------------- 

---------------- 

US dollar

72,991 

28,706 

101,697 

 

---------------- 

---------------- 

---------------- 

Total

74,521 

25,825 

100,346 

 

========= 

========= 

========= 

 

 

As at 30 June 2018 

 

Net Investments $000 

Net monetary assets $000 

Total currency exposure $000 

Australian dollar

54 

54 

Canadian dollar

271 

271 

Euro

(5)

(5)

GBP sterling

373 

373 

Hong Kong dollar

Swedish krona

 

---------------- 

---------------- 

---------------- 

Total non US Investments

699 

699 

 

---------------- 

---------------- 

---------------- 

US dollar

87,143 

13,876 

101,019 

 

---------------- 

---------------- 

---------------- 

Total

87,842 

13,876 

101,718 

 

========= 

========= 

========= 

Currency sensitivityThe following table details the Company's sensitivity to a 10% increase and decrease in US dollars against the relevant foreign currencies and the resultant impact that any such increase or decrease would have on net return before tax and equity shareholders' funds. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates.

 

As at 30 June 2019 $000 

As at 30 June 2018 $000 

Australian dollar

(9)

Canadian dollar

(142)

Danish krone

(6)

Euro

(41)

GBP sterling

(2)

(178)

 

========= 

========= 

Other price riskOther price risks, i.e., changes in market prices other than those arising from interest rate or currency risk, may affect the value of the quoted investments.

The Investment 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 listed on a recognised stock exchange.

Other price risk sensitivityIf market prices at the year end date had been 15% higher or lower while all other variables remained constant, the return attributable to ordinary shareholders for the year ended 30 June 2019 would have increased/decreased by $11,178,000. The calculations are based on the portfolio valuations as at the year end date, and are not representative of the year as a whole.

(ii) Liquidity riskThis is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. All creditors are payable within 3 months.

Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary.

(iii) Credit riskThis is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.

The table below shows the counterparty risk as at the Balance Sheet date:

 

Short equities $000 

Derivative exposure: CFDs $000 

Collateral posted $000 

Net exposure $000 

Counterparty

 

 

 

 

UBS Securities, LLC

59 

6,804 

6,863 

State Street

29,713 

29,713 

 

---------------- 

---------------- 

---------------- 

---------------- 

Total

29,713 

59 

6,804 

36,576 

 

========= 

========= 

========= 

========= 

Net exposure represents the mark-to-market value of derivative contracts less any cash collateral held. Negative exposure represents the Fund's exposure to that counterparty. Positive amounts are not an exposure to the Fund.

The risk is managed as follows:

• Investment transactions are carried out mainly with brokers whose credit ratings are reviewed periodically by the Portfolio Manager.

• Most transactions are made delivery versus payment on recognised exchanges.

• Cash is held at State Street Bank and Trust which has a credit rating by Standard and Poor's on short term deposits of A-1+ and long term deposits AA-.

The maximum credit risk exposure as at 30 June 2019 was $30,528,000 (2018: $25,674,000). This was due to cash and receivables as per note (10) 'Cash & cash equivalents', note (15) 'Total other receivables' and Statement of Financial Position Receivable for investment sold.

Capital management policies and procedures

The Company's capital management objectives are:

• to ensure that the Company will be able to continue as a going concern; and

• to maximise the revenue and capital return to its equity shareholders through an appropriate balance of equity capital and debt.

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Portfolio Manager's views on the market and the extent to which revenue in excess of that which is required to be distributed under the investment trust rules should be retained.

The analysis of shareholders' funds is as follows:

 

As at 30 June 2019 $000 

As at 30 June 2018 $000 

Called up share capital

103 

103 

Special distributable reserve*

93,872 

98,832 

Capital reserve

7,459 

3,117 

Revenue reserve*

(1,088)

(334)

 

---------------- 

---------------- 

Total

100,346 

101,718 

 

========= 

========= 

* These reserves are distributable.

Alternative Investment Fund Managers' ('AIFM') DirectiveIn accordance with the Alternative Investment Fund Managers' Directive ("AIFMD"), the Company has appointed Carne Global Fund Managers (Ireland) Limited as its Alternative Investment Fund Manager (the "AIFM") to provide portfolio management and risk management services to the Company in accordance with the investment management agreement.

LeverageFor the purposes of the AIFM Directive, leverage is required to be calculated using two prescribed methods: (i) the gross method; and (ii) the commitment method, and expressed as the ratio between a fund's total exposure and its net asset value. As measured using the gross method, the level of leverage to be incurred by the Portfolio Manager on behalf of the Company is not to exceed the equivalent of a ratio of 5. The gross method calculates exposure as the absolute value of the sum of all investment positions (long and short), including derivative positions for which exposure is calculated as the equivalent position in an underlying asset. As measured using the commitment method, the level of leverage to be incurred by the Portfolio Manager on behalf of the Company is not to exceed the equivalent of a ratio of 2.5. The commitment method calculates exposure from all investment positions, including derivative positions for which exposure is calculated as the equivalent position in an underlying asset, but factors in hedging arrangements that offset exposure.

The Company's maximum leverage levels at 30 June 2019 are shown below:

Leverage Exposure

Gross method 

Commitment method 

Maximum permitted limit

500% 

250% 

Actual

149% 

177% 

 

========= 

========= 

The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in the Company's Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings.

13 PERFORMANCE FEE

The Portfolio Manager shall be entitled to earn a Performance fee (as defined below) under the Portfolio Management Agreement. The Performance fee shall be payable on the following basis.

Subject to the satisfaction of the Performance Conditions, the Portfolio Manager shall be entitled, in respect of each Performance Period, to receive 20%. of the Total Return relating to such Performance Period, provided that such amount shall not exceed 3% of the Average NAV.

Performance Conditions

The Portfolio Manager's entitlement to a Performance fee in respect of any Performance Period shall be conditional on the Closing NAV per Share in respect of the Performance Period (adjusted for any changes to the NAV per Share through dividend payments, Share repurchases (howsoever effected) and Share issuances since Admission) being in excess of the Performance Hurdle and High Water Mark. For the year ended 30 June 2019, no Performance fee was paid.

14 DERIVATIVES RISK

The Company's investment policy may involve the use of derivatives (including, without limitation, forward foreign exchange contracts, equity contracts for difference swap agreements ("CFDs"), securities sold short and/or structured financial instruments). The Company may use both exchange-traded and over-the-counter derivatives as part of its investment activity. The cost of investing utilizing derivatives may be higher than investing in securities (whether directly or through nominees) as the Company will have to bear the additional costs of purchasing and holding such derivatives, which could have a material adverse effect on the Company's returns. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses.

The use of derivatives may expose the Company to a higher degree of risk. These risks may include credit risk with regard to counterparties with whom the Company trades, the risk of settlement default, lack of liquidity of the derivative, imperfect tracking between the change in value of the derivative and the change in value of the underlying asset that the Company is seeking to track and greater transaction costs than investing in the underlying assets directly. Additional risks associated with investing in derivatives may include a counterparty breaching its obligations to provide collateral, or, due to operational issues (such as time gaps between the calculation of risk exposure to a counterparty's provision of additional collateral or substitutions of collateral or the sale of collateral in the event of a default by a counterparty), there may be instances where credit exposure to its counterparty under a derivative contract is not fully collateralised. The use of derivatives may also expose the Company to legal risk, which is the risk of loss due to the unexpected application of a law or regulation, or because a court declares a contract not legally enforceable.

The use of CFDs is a highly specialised activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In a CFD, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short term interest rates and the returns on the Company's portfolio securities at the time a CFD transaction reaches its scheduled termination date, there is a risk that the Company will not be able to obtain a replacement transaction or that terms of the replacement will not be as favourable as on the expiring transaction. At 30 June 2019 the Company held CFDs, as shown in the following table.

Security name

Trade currency 

Shares (000) 

As at 30 June 2019 Unrealised gain/(loss) $000 

Adevinta ASA A

NOK 

24 

(5)

Adevinta ASA B

NOK 

(25)

Alibaba Group Holding Ltd

USD 

(14)

(123)

Axel Springer SE

EUR 

(1)

BCA Marketplace PLC

GBP 

53 

BTG PLC

GBP 

194 

DSV A/S

CHF 

(5)

(20)

Grifols SA

USD 

(33)

(76)

Inmarsat PLC

USD 

427 

18 

Innogy SE

EUR 

Innogy SE Tender

EUR 

12 

Panalpina Welttransport Holding AG

CHF 

18 

Porsche Automobil Holding SE

EUR 

Ramirent OYJ

EUR 

31 

RPC Group PLC

GBP 

138 

Ruralco Holdings Ltd

AUD 

75 

Scout24 AG

EUR 

10 

10

Volkswagen AG

EUR 

(1)

(9)

Wessanen

EUR 

 

---------------- 

Total unrealised loss on derivatives

(175)

 

=========

* Less than $500.

15 CURRENT ASSETS AND LIABILITIESThe categories of other receivables and other payables include:

 

As at 30 June 2019 $000 

As at 30 June 2018 $000 

Other receivables

 

 

FX currency sold

339 

All other receivables

31 

312 

 

---------------- 

---------------- 

Total other receivables

33 

651 

 

========= 

========= 

Other payables

 

 

FX currency purchased

341 

Custodian fees

18 

Accounting fees

14 

Audit fees

35 

42 

All other payables

119 

284 

 

---------------- 

---------------- 

Total other payables

173 

688 

 

========= 

========= 

16 RELATED PARTY DISCLOSURE: DIRECTORSEach of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles of Incorporation. The Directors' remuneration is $15,000 per annum for each Director, other than:

• the Chairman, who will receive an additional $1,000 per annum*;

• the Chairman of the Audit Committee, who will receive an additional $5,000 per annum; and

• the Members of the Audit Committee, who will receive an additional $1,000 per annum.

* Mr Gabelli has waived his fees since appointment as Chairman.

Each of the Directors is also entitled to be paid all reasonable expenses properly incurred by them in connection with the performance of their duties. These expenses will include those associated with attending general meetings, Board or committee meetings and legal fees. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company.

The related party transactions with the Directors are set out in the Directors' Remuneration Report on pages 31 to 33.

Related parties disclosure: otherThe Portfolio management fee for the year ended 30 June 2019 paid by the Company to the Portfolio Manager is presented in the Statement of Comprehensive Income. Details of Portfolio management fee paid during the year is disclosed in Note 6.

At 30 June 2019, Associated Capital Group Inc., an affiliate of the Portfolio Manager, held 5,260,735 Ordinary Shares in the Company.

Further details of related parties and transactions are disclosed in the Directors' Report on page 22.

Connected party transactionsAll connected party transactions are carried out at arm's length. There were no such transactions during the year ended 30 June 2019.

17 CONTINGENT LIABILITIES AND COMMITMENTSAs at 30 June 2019, the Company had no contingent liabilities or commitments (30 June 2018: nil).

18 SIGNIFICANT EVENTSThere were no significant events during the year ended 30 June 2019.

19 POST BALANCE SHEET EVENTSOn 5 August 2019 Mr Nakamura and Mr Hammond-Chambers retired from the Board.

On 3 October 2019, the first interim dividend in respect of the financial year ending 30 June 2020 of $0.12 per Ordinary Share was declared to be paid on 25 October 2019 to those shareholders on the register at the close of business on 11 October 2019.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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