Annual Financial Report
RNS Number : 6076K
Mid Wynd Intnl Inv Trust PLC
03 September 2021
 

Mid Wynd International Investment Trust plc (the 'Company')

Legal Entity Identifier: 549300D32517C2M3A561

 

Annual Financial Results for the year ended 30 June 2021

 

Financial Highlights

Returns for the year ended 30 June 2021

 

Year ended

30 June 2021

 

Year ended

30 June 2020

 

Total returns

 

 

Net asset value per share

24.3%

12.2%

Share price

27.3%

9.1%

MSCI All Country World Index (GBP)

24.6%

5.2%

Revenue and dividends

 

 

Revenue earnings per share

6.81p

7.38p

Dividend per share*

6.40p

6.12p

Ongoing charges

0.6%

0.7%

 

 

 

 

As at

30 June 2021

 

As at

30 June 2020

 

Capital

 

 

Net asset value per share

754.43p

612.61p

Share price

772.00p

612.00p

Net cash

(1.5%)

(1.7%)

Premium/(discount)

2.3%

(0.1%)

 

 

 

Source: Artemis/Datastream

*   The final dividend for the year to 30 June 2021 of 3.30 pence per share will, if approved by shareholders, be paid on 26 November 2021 to shareholders on the register at the close of business on 1 October 2021.

   Alternative Performance Measure

 

Chairman's statement

I am pleased to report yet another strong year of performance for our Company, which is particularly pleasing in my first Annual Report Chairman's statement. Last year our then Chairman, Malcolm Scott, in his last statement to shareholders, remarked that he was confident that the Company would continue 'to provide the capital and income returns that our shareholders have come to expect'. His confidence was well-placed in relation to how our Company has performed in the past twelve months despite the uncertainty associated with the global health emergency. That Mid Wynd has been so well-placed to deal with the massive uncertainty over the past two years is due, in no small part, to Malcolm's long and dedicated contribution as a director and then Chairman of our Company. From his appointment to the board in February 1990 to his retirement at our last AGM the share price of Mid Wynd rose more than twenty two-fold compared to a rise of just less than ten-fold for the MSCI All World Index. Due to the restrictions of the health emergency we were unable to mark Malcolm's contribution to the success of Mid Wynd at our AGM in 2020. We cannot yet say what might be possible at this year's AGM but if the rules permit we will mark Malcolm's contribution to Mid Wynd at our annual meeting of members in Edinburgh in November.

Performance

For the year ended 30 June 2021 the Company's share price rose by 27.3% on a total return basis with dividends assumed to be re-invested. This compares with a rise of 24.6% in the Company's comparator index, the MSCI All Country World Index (GBP).

The Company's net asset value per share increased by 23.2%, in capital terms, and on a total return basis, with dividends assumed to be reinvested, the return was 24.3%. Since Artemis' appointment as Investment Manager on 1 May 2014, the net asset value per share has increased by 199.5%, on a total return basis, against the benchmark's increase of 143.9%.

Further details of the performance of the Company during the year are included in the Investment Manager's review.

Earnings and dividend

The total return for the year ended 30 June 2021 was a gain of 145.44 pence per share, comprising a revenue gain of 6.81 pence and a capital gain of 138.63 pence. The Board is proposing a final dividend of 3.30 pence per share which, subject to approval by shareholders at the Annual General Meeting ('AGM'), will be paid on 26 November 2021 to those shareholders on the register at the close of business on 1 October 2021. An interim dividend of 3.10 pence per share was paid in March 2021, an increase of 3.3% on March 2020.

The total dividend for the current year of 6.40 pence per share represents an increase of 4.6% on the 6.12 pence per share paid for the year ended 30 June 2020. The dividend is fully covered by the revenue return for the year. The aim remains to grow dividends progressively subject to the level of revenue reserves available.

Share capital

Demand for the Company's shares continued throughout the year with 9,641,000 new shares issued, bringing £66m of value before issue costs into the balance sheet. In any market, selling something for one pound and two pence, that is valued at one pound, creates a net benefit to the seller. Existing Mid Wynd shareholders benefit as the Company only issues shares at a price in excess of their net asset value and any issue costs. During the year, the estimated net premium on share issues - value created for shareholders - was £1.3m. Despite market volatility, the Company traded strongly throughout the period and ended the year at a share price premium to net asset value of 2.3%; the average premium during the year was also 2.3% The Company's policy, within normal market conditions, is to issue and re-purchase shares where necessary to maintain the share price within a 2% band relative to the net asset value. Our Company is one of the few investment trusts that has seen such strong demand for its shares and is thus in the fortunate position of being able to issue shares to the benefit of existing shareholders. An added benefit of share issuance is that the larger capital base and associated larger income follow such issuance while some of the costs of running the Company are fairly fixed in their nature. Shareholders will note that the Company's ongoing charges ratio fell from 0.7% to 0.6% during the year and this is mainly the result of the larger capital base. The Board monitors the expansion in the size of our assets to ensure that they are not so large as to interfere with the ability of the Manager to adopt an optimum investment strategy. The Board is confident that the growth in the size of the Company does not restrict the flexibility in managing our capital and that the issuance of shares remains a net positive for all our members.

Shares were issued during the year under the prospectus published by the Company in June 2020 and authorities granted to the Directors at last year's AGM. The prospectus expired in June 2021 and the existing authorities will expire at the forthcoming AGM. For this reason, at the forthcoming AGM, shareholders will be asked to grant the Company new authorities to issue up to a further 15% of its issued share capital as at the latest practicable date before publication of the Annual Financial Report on a non-pre-emptive basis. Similarly, a new authority to buy back shares will also be put to the meeting. These resolutions are to enable the Board to continue to implement its discount and premium management policy.

Borrowings

As noted last year, the Company's three year credit facility with Scotiabank (Ireland) ended in February.  Following a review of the Company's requirements it was decided to renew the credit facility with their UK branch, Bank of Nova Scotia for a further three years, increasing the facility from US$30 million to US$60 million; a reflection of the growth of the Company over the last three years and the wish to remain flexible. At 30 June 2021 the Company had drawn €4m (2020: €5m) and US$9m (2020: US$6m).  The Company pays a small fee for the right to access these additional funds when the Investment Manager and the Board consider it is optimum to do so. When the credit is drawn down and used for investment, only then is interest expense incurred. Further information on the Company's gearing can be found in the Annual Financial Report.

Operations

During the year there were further lockdowns and the Company's third party service providers continued to face unprecedented challenges to ensure continuity of operations. It is a testament to the business continuity plans of our advisers and suppliers that there has been and continues to be no noticeable impact to the services received by the Company. Nevertheless, the Board continues to monitor the situation and request feedback on any changes to work practices in the wake of the Covid-19 pandemic.

Board Succession

It is hard to believe that nine years have already passed since Harry Morgan joined the Board of Mid Wynd. In the process of our succession planning in this financial year Harry let the Board know that he will be stepping down from the Board at our AGM in November 2022. Action will be taken to find a replacement as we approach Harry's departure from the Board in November 2022.

Sustainability and Environmental, Social and Governance ("ESG") issues

The Board and Investment Manager have discussed in great depth the approach to ESG and how it has always been, and continues to be, built in to each investment decision. Details can be found within the Strategy & Business Review and on the Artemis website. The Board has also supported the Association of Investment Companies' ("AIC's") initiative to provide a database of investment trust companies' approach to ESG investing and stewardship. Our statement can be found on our Company's page on the AIC website at theaic.co.uk.

AGM

The AGM will be held on 9 November 2021 at 12.00 noon at the Edinburgh office of our Investment Manager, Artemis Fund Managers Limited, at 6th Floor, Exchange Plaza, 50 Lothian Road, Edinburgh, EH3 9BY.

We very much hope to be able to welcome Shareholders in person this year. We are proposing to hold a physical meeting but ask that Shareholders wishing to attend the AGM in person should register their intention as soon as practicable with the Company Secretary by emailing [email protected]. Attendance in person will only be permitted if you have registered in advance by e-mail and provided contact details. We also encourage those Shareholders not attending to e-mail any questions in advance. Attendance at the physical meeting may still be restricted, depending on the UK Government guidelines in place at the time. If we are unable to accommodate Shareholders we will make an RNS to this effect and contact those Shareholders who had noted they wished to attend.

As always, I would encourage you to make use of your proxy votes by completing and returning the form of proxy enclosed with this report.

Outlook

The total level of debt in the world, relative to the size of the global economy, has probably now exceeded the level at the end of World War Two. While debt in the government sector is not generally as high as it was in 1945, debts in the household and corporate sectors are many times higher than they were when that war ended. The result is almost certainly that the world is now living with the highest level of debt, relative to Gross Domestic Product (GDP), that it has ever lived with. We do not have very good long-run data for global government, household and corporate debt combined but we do know that from 2001 to 2020 it has risen from 190% of GDP to 290% of GDP and it has almost certainly continued to rise rapidly in 2021. This crippling debt burden is already triggering extreme reactions from both central banks and governments trying to assure the ability of both the public and private sectors to successfully service such excessive debt. Such extreme reactions will likely persist for many years and very likely for more than a decade given how long it will take to reduce debt burdens to less dangerous levels. We should expect the need to reduce this debt burden to be the key underlying trend impacting interest rates, inflation, economic growth, government policy and corporate profits for perhaps a generation - as it was in the period from 1945 to the early 1980s. For the long-term investor there can be some confidence that we know where we are going. It is a very different destination from that which investors set out towards forty years ago. Debt-to-GDP levels had been reduced to very low levels due to high levels of post war inflation which reached punishing levels in the 1970s. We are thus not just living through the usual business cycle but through a major structural change. This structural change brings new challenges to investors.

Some shareholders will no doubt be familiar with the novel written by John Buchan, latterly Lord Tweedsmuir, called The Gap in The Curtain. In that novel key characters are given certain knowledge of a future event in their lives, with the assistance of a Professor Moe, and they then plan their lives around that certain event. The consequences from managing their affairs based on the known destination are disastrous as the route to that destination was highly unpredictable. Given the current record high total debt-to-GDP ratio it is very likely that the route to reducing debt burdens will include much higher inflation than we have had to live with in recent decades. However, the lesson from The Gap in The Curtain is that we should not assume that simply planning our investments in light of the likelihood that higher inflation will play a role in reducing debt burdens is a foolproof way to ensure the growth of the purchasing power of our capital. There will be many twists and turns and many of those will likely come from surprising changes in government and central bank policy as they steer us to the desired destination. As stewards of your capital, the Board and Investment Manager are all too aware that, as Warren Buffet famously said, deploying capital to preserve and grow the purchasing power of savings is 'simple but not easy.' What we can say about the journey though is that it will require an approach that embraces the need for change in the portfolio and also a need to find corporate management able to cope with change. There are tens of thousands of listed equities for our Manager to choose from in navigating this route and, if we align with the best corporate management, they too will play a key role in navigating us through the uncertainties ahead.

Not every country in the world is burdened with excessively high debt relative to the size of their GDP and our global equity mandate will allow our Company to seek out business environments where our capital is most likely to thrive. Mid Wynd has already divested many of its investments in China, in a timely fashion, in recognition that the current leadership of that country is not pursuing policies that are supportive of good returns on invested capital. The global equity mandate, without any constraint from following an equity index, allows the Investment Manager to invest your capital in the greenest pastures should structural shifts in government policy threaten the purchasing power of your savings whether in China or anywhere else. The Investment Manager thus has a very flexible mandate and invests in companies that can, if we wisely choose those with the right stewardship capabilities, adapt to the twists and turns in the long road that leads us to a lowering of global debt to more sustainable levels.

The initial capital that set our Company on its journey was invested by the Scott family to set up a flax warping mill in Mid Wynd in Dundee in 1797. It has not been plain sailing since then with economic depressions, world wars, extreme government actions and pandemics all impacting returns on capital. However the capital has endured and grown and by selecting good companies, with the right management and at reasonable valuations there is good reason to believe that our Company can continue to endure and prosper.

Managing money is never easy and there are always new challenges. Our Managers have risen to the challenge of a global pandemic to steward our capital with calm and intelligence. Their ability to meet a series of different challenges since their appointment in 2014 should provide shareholders with reassurance that your Company has the ability to adapt to the challenges ahead. I would like to thank them for all their efforts on behalf of Mid Wynd and in particular their efforts over this reporting period which has been particularly challenging for all investors.

Contact us

Shareholders can keep up to date with Company performance by visiting midwynd.com where you will find information on the Company, a monthly factsheet and regular updates from the Investment Manager. In addition, the Board is always keen to hear from Shareholders.

Should you wish to, you can e-mail the Chairman at [email protected].

Russell Napier

2 September 2021

Investment Manager's Review

 

·            The Company's NAV returned 24.3% during the period.

·            Good broad-based performance from a range of themes.

·            Still focused on long-term growth.

Introduction - Another positive year for equities…

Global equities have enjoyed yet another year of positive returns as economies have recovered from the global pandemic. Markets were led higher by stocks that had had a particularly tough time in the depths of the crisis - notably, oil companies, where we have no holdings, and banks, where we have few holdings. Both areas did very well (having been poor performers for much of the previous decade).

 

We do not tend to invest in such short-term cyclical areas, so you might expect the Company to have had a period of relative underperformance. Over the year, the Company's share price rose 26%, in line with the MSCI AC World index, which rose 25%. The Company paid dividends during the period of 6.22p (2020:6.85p).

Regional performance

Region

 

Contribution %

 

Asia Pacific ex Japan

0.4

Emerging Markets

2.4

Europe

3.1

United Kingdom

0.3

Japan

3.0

North America

15.4

Thematic performance

Theme

 

Contribution %

 

Automation

4.3

Building The Future

0.2

Digital Banking

1.1

Energy Transition Materials

(0.2)

Healthcare Costs

0.1

High Quality Assets

3.6

Low Carbon World

3.8

Online Services

5.5

Scientific Equipment

2.1

Screen Time

1.0

Sustainable Consumer

3.2

 

Current investment themes

During the year our High-Quality Assets theme performed very well as more asset-backed shares came into favour. So we reviewed these holdings, which had become 20% of assets, and have now split this theme into two:

 

Energy Transition Materials (6% of the portfolio). Here we invest mainly in copper mines. We are aware of the environmental issues around mining, and copper mines in particular. However, we also welcome governments' commitments to a lower carbon economy, and this must inevitably lead to greater demand for copper. Many of the existing mines are now quite old, few new mines are being developed and higher environmental standards need support from investors. So we are taking a contrarian stance to other fund managers who prefer to exclude these investments while seemingly having no alternative plan for energy transition. Our holdings in this area, such as Freeport McMoRan, were the Company's best performing investments over the year.

 

Building the Future (8% of the portfolio). Through this theme we invest in owners of property who are able to provide the real estate which will be required after the pandemic when many of us move to more flexible working hours and hot-desks. In offices, higher standards of air conditioning and elevators are needed. Our investment in Trane Technologies, the US air conditioning company, performed very well. We believe such transitions throw up opportunities for the better financed property companies and are a problem for landlords who cannot afford to upgrade.

 

We also believe high-quality automated warehouses will continue to prosper as supply chains shorten and more products are delivered from warehouse to home.

 

Elsewhere, we reviewed our Emerging Market Consumer theme (12% of the portfolio) and renamed it 'Sustainable Consumer'. The greatest strength of the emerging-market demographic wave may now be behind us and consumers in developed countries seem to be demanding new standards when choosing products. Historically, crises have often led to sharp changes in consumers' tastes and fashion. We believe that younger consumers in particular expect companies to maintain high standards in their supply chains and their social and environmental impact, while also keeping prices low. In many sectors, like mass food production, such issues could prove very difficult to manage. We have therefore refined our stock selection and note that our luxury goods stocks have maintained high quality in their supply chains. These investments have again performed well for us over the last year as the consumer recovery has come through.

 

Online Services (17% of the portfolio): In the early part of the year, we reviewed the valuations of all our holdings in technology. Our conclusion was that the larger technology holdings justified their valuations and continued to show high revenue growth, but some of the less well established holdings could be vulnerable to a move away from investments whose profitability was not yet proven. We therefore reduced our exposure to some of the younger investments in the Company, taking good profits as we did.

 

Technology lagged the market in the first six months of this reporting period (perceived to have little 'recovery potential'), but has rebounded more recently. Also, while an improving economy makes the most difference to a very fragile business, such as a restaurant, it still helps a strong business, such as a software company. These also see stronger orders as businesses move back to investing for the future.

 

Finally, we had been concerned that the Chinese government would tighten regulation and require their large digital businesses to contribute more to Chinese society.  This led us to sell our Tencent, JD.com and Alibaba positions over the last year.

 

Fintech (11% of the portfolio): Again we have reviewed this theme and decided to name it Digital Banking and to compare within it new fintech platforms alongside traditional banks. This led us to taking profits in our US bank holdings, which rallied after Joe Biden won the US presidency. Banks benefit from economic recovery, but it seems to us too early to judge the level of business failures following the pandemic - we need to wait until central banks remove their support. Also, regulators continue to insist on very high core capital reserves. While good for protecting taxpayers against banks failing, these reserves are a drag on returns for the shareholder. We therefore limit our investments in traditional banks to Asia where superior GDP growth helps drive volumes and profits and where valuations seem reasonable.

 

Automation (12% of the portfolio): Having had a dull period, this theme showed very good performance this year as economies revived and higher levels of orders came in, especially from China. With Asian orders now slowing a little, it is encouraging to see US and European companies starting to place orders for automation-related products.

 

Healthcare Costs (8% of the portfolio): Having performed very well during the pandemic, this theme has been disappointing. We have sold most of our drug stocks as the Biden Administration continues to look for ways to reduce drug prices. Also, advances in biotechnology are delivering new treatments for a range of ailments, challenging some of the treatment models which have been core for large pharmaceutical companies.

 

However, the pandemic also shows that healthcare needs more investment, not less. We have therefore focused on companies involved in US healthcare insurance that have embraced Obamacare. We have also gone back to medical equipment companies such as Boston Scientific, the leader in coronary stents, which should benefit from a return to elective surgery as Covid-19 levels fall.

 

Scientific Equipment (9% of the portfolio): This theme also performed poorly as investors took profits following the sector's very successful period over the worst of the pandemic. We took a longer-term view and increased our holdings. While Covid testing rates may well moderate, we do not see testing ending suddenly. Also, we see the future of healthcare being based around more consultations by webcam, followed by more testing. We expect interest to grow in precise Covid variant tests, as facilitated by one of our investments, Illumina, and for new tests for cancers and other illnesses, thanks to advances in biochemistry.

 

Screen Time (8% of the portfolio): Again, the end of lockdown has suggested that this theme may have the best behind it. No doubt we will see a slowing in, for instance, new subscriptions to Disney+, but longer term we believe they have the right production model, range of content and distribution platform to become a global leader in streamed video, which keeps us happy with our investment.

 

Low Carbon World (9% of the portfolio): As we expected, very high levels of government support for renewable energy projects have reduced the returns available for private investors. The period has also seen a number of large oil companies bid extravagantly for offshore wind farm contracts, perhaps hoping to burnish their green credentials. Our core holdings have shown good financial discipline, not chasing the market, but at the cost of more modest growth in the short term.

Five largest stock contributors to performance

Company

 

Theme

 

Contribution %

 

Freeport-McMoran

Energy Transition Materials

1.6

Taiwan Semiconductor Manufacturing

Automation

1.3

Trane Technologies

Building the Future

1.1

Charles Schwab

Digital Banking

1.1

Louis Vuitton Moët Hennessy

Sustainable Consumer

1.1

Five largest stock detractors from performance

Company

 

Theme

 

Contribution %

 

Quidel

Scientific Equipment

(0.6)

Reckitt Benckiser Group

Sustainable Consumer

(0.4)

Barrick Gold

High Quality Assets

(0.3)

Vodafone

Screen Time

(0.3)

Ping Identity Holding

Online Services

(0.3)

 

Outlook - Looking beyond the short-term recovery …

Global equity investors should be pleased − or perhaps surprised − at how well they have fared over the last two years of chaos. This speaks well of how most companies have coped and perhaps makes one more confident that modern businesses are stable, well-financed and resilient. From that point of view, a well-balanced portfolio of growing global equities seems a good home for savings, especially when government bond yields remain low.

 

In November 2020, the first vaccines against Covid-19 appeared and Jo Biden was elected President of the USA. Both events marked the end of lockdown in key economies, the start of recovery and the announcement of vast government stimulus packages in China, Europe and especially the US. The size of some of these packages seemed excessive given that economies had already recovered to some degree and jobs were being created fairly swiftly, especially in the US and Northern Europe. This led to fears of inflation, and, indeed, US consumer prices rose by around 5% on some measures - though a good part of this is a rebound from very depressed prices the year before.

 

As we stand now, in the summer of 2021, recovery is progressing, but signs of overheating are few. Some of the capacity constraints that have driven prices up are clearing. For instance, higher oil prices have led to more production by Opec. Markets seem now to recognise that more elevated levels of inflation may be with us for a while - and certainly will be tolerated by central banks - but markets do not fear a spiralling inflationary cycle and, indeed, bond yields have defied current inflation numbers, by staying low and with the yield curve flat, indicating a modest pick-up.

 

Some of this moderated recovery may be due to Covid not being behind us. Policies needed to live with the disease will probably include continued vaccination across much of the population and perhaps long lasting changes to working practices in some sectors. Fortunately, to date, hospitalisations and fatalities are well down, but that may not be sufficient for consumer confidence to return and a full economic recovery to come.

 

While disappointing, the above scenario suits your portfolio. Markets have spent much of the last year chasing recovery stocks, but we have stayed focused on the longer-term, investing in growth companies which do not rely on a recovery. These have continued to grow cashflows through the Covid-19 crisis and valuations do not look overstretched. Furthermore, even without a full consumer recovery, world economies overall are doing well and global trade and business investment are rising. We therefore continue to believe that our spread of themes focused on longer-term growth should continue to grow our investors' wealth for years to come.

 

Sustainable Investing

Over recent years, a number of investment houses have made much of the sustainability of their investments or how their funds score on measures of environmental, social and governance factors. As we aim for longer-term investment success, we have always included these factors in our selection process. Our interpretation of the factors is based on common sense and real-life situations, rather than any tick list or one-size-fits-all screen. As an example, we think that air travel may remain essential in large Asian countries while the environmental damage of cheap flights may become unacceptable in Europe.

 

We are not, however, looking to change the world, nor do we presume to have an ethical code that all would follow.

 

Artemis' investment approach

Our aim is to identify reliable commercial trends around the world that are likely to deliver superior growth to our investments. By focusing the portfolio around trends, such as the growth of consumption from emerging markets, the growth in demand for healthcare in developed markets and technological change on the internet and in the energy industry, we believe our thematic-based approach can deliver superior returns over time.

 

Within each chosen investment theme's universe of companies, there may be many quoted equities which could be attractive investments. Our preference is to select high-quality companies with a history of profitability, high cash generation and strong balance sheets and which have established barriers to entry to their industries. Such companies sometimes lag equity markets when they recover vigorously after a recession, but they can protect capital well when economic conditions become more testing.

 

Once an investment opportunity has been identified, we will only commit capital to it when the price offers the chance to invest at a reasonable valuation. This valuation discipline is at the heart of all of our investment decisions. In terms of portfolio construction, this will reflect opportunities that meet our investment criteria and will not be weighted to a benchmark. We aim to run a diversified portfolio, with around 55-75 holdings spread across 8 to 10 different themes.

 

Over time we have found this investment approach gives a framework to deliver very attractive returns to investors.

 

Further information on our investment approach can be found on our website at artemisfunds.com.

Simon Edelsten & Alex Illingworth

Fund Managers

2 September 2021

 

Business Review

This Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

Purpose

Our purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs.

Mid Wynd International Investment Trust plc can trace its heritage back to 1797, when the founder of the Company set up a textiles business in Dundee. Its origins as an investment company date from 1949, when the Board began to manage the financial reserves as a separate entity from the main trading business. In September 1981, the shares of Mid Wynd International PLC were floated on the London Stock Exchange. At that time, the Board was entrusted by shareholders to manage their wealth, with a focus on investing in global companies with strong growth prospects and sustainable businesses. This focus remains as true for the Board and Investment Manager today as it did back then.

Through our investment company structure, we enable shareholders, large or small, to invest in an actively-managed diversified portfolio of securities in a cost-effective way, giving them access to the growth opportunities offered by world markets. Although the Company aims to provide dividend growth over time, its primary aim is to maximise total returns to shareholders.

Strategy

As stated above, the Company's purpose is to increase the real wealth and prosperity of our shareholders, thus helping them meet their long-term savings needs. To achieve this goal, the Company has adopted a number of policies which are set out below.

Objective and investment policy

The objective of the Company is to achieve capital and income growth by investing on a worldwide basis. Although the Company aims to provide dividend growth over time, its primary aim is to maximise total returns to shareholders.

The Company is prepared to move freely between different markets, sectors, industries, market capitalisations and asset classes as investment opportunities dictate. On acquisition, no holding shall exceed 15% of the portfolio. The Company will not invest more than 15% of its gross assets in UK listed investment companies. Assets other than equities may be purchased from time to time including but not limited to fixed interest holdings, unquoted securities and derivatives. Subject to prior Board approval, the Company may use derivatives for investment purposes or for efficient portfolio management (including reducing, transferring or eliminating investment risk in its investments and protection against currency risk).

The number of individual holdings will vary over time. To ensure diversification of opportunity and management of risk, there will be between 40 and 140 holdings, and the portfolio will be managed on a global basis rather than as a series of regional sub-portfolios. As at 30 June 2021 there were 68 holdings in the portfolio.

The Board and Investment Manager assess investment performance with reference to the MSCI All Country World Index (GBP). However, little attention is paid to the composition of this index when constructing the portfolio and the composition of the portfolio is likely to vary substantially from that of the index. A long-term view is taken and there may be periods when the net asset value per share declines in absolute terms and relative to the comparative index.

Business model

The Company is incorporated in Scotland and operates as an Investment Trust Company. It is an investment company within the meaning of section 833 of the Companies Act 2006 (the "Act") and is approved as an investment trust by HM Revenue and Customs subject to the Company continuing to comply with the requirements of section 1158 of the Corporation Taxes Act 2010. The Company has a premium listing on the London Stock Exchange. The Company is also an Alternative Investment Fund whose investment manager is regulated by the Financial Conduct Authority.

The Board has no employees and delegates most of its operational functions to a number of key service providers, the most important of which is the Investment Manager, Artemis Fund Managers Limited. All key service providers are appointed under rolling contracts which are periodically reviewed, at which time the appropriateness of the continuing appointment of such service providers is considered. Details of key service providers are set out later in this report.

Dividend policy

The Company's main focus is on growing shareholders' capital. Nevertheless, the Company does have a progressive dividend policy which is not solely determined by the requirements of s1158 of the Corporation Taxes Act 2010 to retain no more than 15% of revenue earnings in any financial year. The Board intends to grow dividends, subject to the availability of distributable reserves.

Gearing and leverage

The Company may use borrowings to support its investment strategy and can borrow up to 30% of its net assets. During the year, the Company renewed a multicurrency revolving credit facility with the Bank of Nova Scotia (London Branch) which is available to the Company until 19 February 2024. The available facility was increased from USD30m to USD60m. As at 30 June 2021, €4.0m (£3.4m) and US$9.0m (£6.5m) was drawn down from this facility.

The Company's gearing is reviewed by the Board and Investment Manager on an ongoing basis.

Leverage is defined in the Alternative Investment Fund Managers Directive ('AIFMD') as any method by which the Company can increase its exposure by borrowing cash or securities, or from leverage that is embedded in derivative positions. The Company is permitted to borrow up to 30% of its net assets (determined as 130% under the Commitment and Gross ratios). The Company is permitted to have additional leverage of up to 100% of its net assets, which results in permitted total leverage of 230% under both ratios. The Alternative Investment Fund Manager (the 'AIFM') monitors leverage values on a daily basis and reviews the limits annually. No changes have been made to these limits during the year. At 30 June 2021, the Company's leverage was 102.01% as determined using the Commitment method and 104.21% using the Gross method.

Current and future developments

A summary of the Company's developments during the year ended 30 June 2021 together with its prospects for the future, is set out in the Chairman's Statement, the Investment Manager's Review and within the Principal risks and risk management information. The Board's principal focus is the delivery of positive long-term returns for shareholders. This will be dependent on the success of the investment strategy, in the context of both economic and stock market conditions. The investment strategy, and factors that may have an influence on it, are discussed regularly by the Board and the Investment Manager. The Board furthermore considers the ongoing development and strategic direction of the Company, including its promotion and the effectiveness of communication with shareholders.

Culture and values

Culture

Corporate culture for an externally-managed investment trust like Mid Wynd International Investment Trust PLC, refers to the beliefs and behaviours that determine how the Directors interact with one another and how the Board manages relationships with shareholders and key service providers, such as the Investment Manager. The culture is defined by the values which are set out below. The s172 report included in this Strategy and Business Review provides further details of how the Board has operated in this regard.

Values

The Board is mindful that it is overseeing the management of a substantial investment portfolio on behalf of investors. In many cases, the investment in the Company may represent a large proportion of an individual's savings. As all the Directors are invested in the Company, the Directors' interests are aligned with those of fellow shareholders in this regard.

Our approach to governing the Company is therefore underpinned by our determination to do the right thing for our shareholders. Key to this is having a constructive relationship with them, through monthly updates, Half-yearly and Annual Financial Reports, and the opportunity to meet with them at the Annual General Meeting, when this is held under normal circumstances. We also believe in having strong relationships with our Investment Manager and other service providers, one based on mutual trust and respect, with constructive challenge when required. Below is a summary of the Board's most important values:

·     

Excellence: the Directors want the Company to succeed. The Board is very focused on its purpose of delivering long-term value for all its shareholders, whether they are large or small. Focusing on this strategic imperative and adopting best practice wherever appropriate in all the Company's dealings are key to driving excellence. We will always put our shareholders first and will constantly look at how to enhance long term value, for example through the use of gearing, share issuance, and buybacks.

·     

Integrity: the Board seeks to be ethical and honest, to comply with all laws and regulations applicable to investment companies, avoid conflicts of interest and have zero tolerance to bribery and corruption, tax evasion or other fraudulent behaviour. It expects the same high standards to be adopted by all its key service providers.

·     

Accountability: the Board recognises the need to explain the Company's performance to investors, including the upsides, the downsides and the risks in a clear, straightforward and transparent manner. Accountability also involves the Board challenging its key service providers to ensure the Company continues to receive a high standard of service to drive long term shareholder value. Each of the Directors recognises their individual responsibility to shareholders and accordingly each of the Directors stands for re-election at each Annual General Meeting.

·     

Respect: the Board is collegiate and recognises the value of the diverse backgrounds and opinions of its Directors. It also recognises the importance of treating shareholders and key service providers with respect. Contact by shareholders via the Chairman's email address is welcomed, while the Company adheres to key service provider terms and conditions such as prompt payment.

·     

Sustainable investing, and Environment, Social and Governance ('ESG') issues: Both the Board and our Investment Manager, Artemis, recognise that sustainability and ESG matters should be cornerstones to the investment approach. Artemis' own overview of its stewardship activities during 2020-21, including a summary of its own values (which align with those of the Board) can be found on the Company's website at midwynd.com.

 

Key performance indicators ('KPIs')

The performance of the Company is reviewed regularly by the Board and it uses a number of KPIs to assess the Company's success in meeting its objective. The KPIs which have been established for this purpose are set out below.

·        Net asset value performance compared to the MSCI All Country World Index (GBP)

The Board monitors the performance of the net asset value per share against that of the MSCI All Country World Index (GBP).

·        Share price performance

The Board monitors the performance of the share price of the Company to ensure that it reflects the performance of the net asset value.

Discrete annual total returns

Year ended 30 June

 

Net asset value

 

Share price

 

MSCI All Country World Index (GBP)

 

2017

21.0%

27.5%

22.2%

2018

12.7%

13.4%

8.9%

2019

13.3%

15.2%

9.7%

2020

12.2%

9.1%

5.2%

2021

24.3%

27.3%

24.6%

·        Share price premium/(discount) to net asset value

The Board recognises that it is in the interests of shareholders to maintain a share price as close as possible to the net asset value (NAV) per share. The policy of the Board is to limit the discount or premium to a maximum of 2 per cent in normal circumstances. The Company may issue shares at such times as demand is not being met by liquidity in the market and buy back shares when there is excess supply. This policy has proved consistently effective in generating value within the Company and protecting shareholders' liquidity requirements. During the COVID-19 emergency the stock markets and thus the Company's NAV were particularly volatile. At all times the Company sought to manage the discount and premium within the target parameters. While the Company declares its NAV daily, markets are open almost twenty four hours per day and this accounts for the wider range in premium and discount in 2021. The Company has performed strongly against the challenging market conditions encountered during the current year and as a result, 9,641,000 shares have been issued during the year to 30 June 2021, raising proceeds, net of dealing commission and stock exchange fees, of £66.3m. At the year end the issued share capital of the Company had risen by approximately 131% on the balance at the time of the Investment Manager's appointment in May 2014.

Although the Company incurs modest costs for operating the policy and when renewing shareholder authority, issuance at a premium and buying back at a discount under the policy more than compensates and is consistently accretive to NAV. The Board estimates that since the Investment Manager was appointed, the NAV has further benefitted from the premium that new shares have been issued at by £4.1m after all costs, with £1.3m of this gain being generated in the latest financial year.

Further details of the shares issued and bought back during the year are set out in the Share Capital section of the Annual Financial Report.

·        Ongoing charges

The Board is mindful of the ongoing costs to shareholders of running the Company and monitors operating expenses on a regular basis. An increase in funds under management during the year has led to the reduction in the Company's current ongoing charges ratio to 0.6% (2020: 0.7%).

·        Dividend per share

Notwithstanding the fall in revenue earnings during the year, the Board, in addition to capital growth, continues to pursue its policy of growing dividends. It monitors the revenue returns generated by the Company during the year, its historic revenue reserves and expected future revenue and then determines the dividends to be paid. Subject to approval of the final dividend by shareholders, a total dividend of 6.40 pence per share (2020: 6.12 pence per share) will be paid in respect of the year ended 30 June 2021. This represents an increase of 4.6%.

Dividends paid in respect of the years ended June 2021 and June 2020 were fully covered by their respective current year earnings.

Principal risks and risk management

The Board has carried out a robust assessment of the emerging and principal risks and, in conjunction with the Investment Manager, has developed a risk map which sets out the principal risks faced by the Company. It is used to monitor these risks and to review the effectiveness of the controls established to mitigate them. The Directors are satisfied that there has not been any material change in the exposure of the Company to each of the risks identified below. Further information on the Company's internal controls is set out in the corporate governance section of the Directors' Report in the Annual Financial Report.

A summary of the key areas of risk and uncertainties is set out below along with controls in place to manage these which are highlighted for each risk.

·        Strategic risk: The management of the portfolio of the Company may not achieve its investment objective and policy. The Company's investments are selected on their individual merits and the performance of the portfolio may not track the wider market (represented by the MSCI All Country World Index (GBP)). The Board believes this approach will continue to generate good long-term returns for shareholders. Risk is diversified through a broad range of investments being held. The Investment Manager has a proven track record; the Board discusses the investment portfolio and its performance with the Investment Manager at each Board meeting.

·      Market risks: The Company invests in a portfolio of international quoted equities.  The prices of equity investments may be volatile and are affected by a wide variety of factors many of which can be unforeseen and are outwith the control of the investee company or the Investment Manager. These price movements could result in significant losses for the Company.

          There continues to be risk associated with the COVID-19 pandemic.  This risk is reducing with the role out of the vaccine though continues to be more significant in emerging markets. The portfolio has only modest exposure to emerging markets at this time to limit the capital at risk.

          The Company's functional currency and that in which it reports its results is Sterling. However, the majority of the Company's assets, liabilities and income are denominated in currencies other than Sterling. Consequently, movements in exchange rates will affect the Sterling value of those items. The country in which a portfolio company is listed is furthermore not necessarily where it earns its profits and movements in exchange rates on overseas earnings may have a more significant impact upon a portfolio company's valuation than a simple translation of that company's share price into Sterling. The Company does not generally hedge its currency exposures and changes in exchange rates may lead to a reduction in the Company's NAV.

The Company pays interest on amounts drawn down under its borrowing facility with The Bank of Nova Scotia. As such, the Company will be exposed to fluctuations in the prevailing market rates for each currency drawn down under the facility.

The Investment Manager has a proven track record and reports regularly to the Board on market developments.  At each Board meeting the Investment Manager provides explanations for the performance of the portfolio and the rationale for any changes in investment themes. Any use of derivatives requires Board approval.

·        Borrowing: The Company has a multicurrency revolving credit facility with The Bank of Nova Scotia to borrow money for investment purposes. If the Company's investments fall in value, any borrowings will magnify the extent of the losses and if borrowing facilities are not renewed, the Company may also have to sell investments to repay borrowings. All borrowing arrangements entered into require the prior approval of the Board and gearing levels are discussed by the Board and Investment Manager at each Board meeting. The Bank of Nova Scotia requires the Company to confirm adherence to the agreed covenants on a monthly basis. There has been no breach of these covenants during the year or the prior year. The majority of the Company's investments are in quoted companies which are highly liquid.

·      Regulatory: Changes to the requirements of the framework of regulation and legislation (including rules relating to listed closed-end investment companies), within which the Company operates could have a material adverse effect on the ability of the Company to carry on its business and maintain its listing. A change to the legal or regulatory rules in the future could, amongst other things, lead to the Company being subject to tax on capital gains.

          The Company relies on the services of the Company Secretary and Investment Manager to monitor ongoing compliance with relevant regulations, accounting standards and legislation. The Company Secretary and Investment Manager also appraise the Board of any prospective changes to the legal and regulatory framework so that any requisite actions can be planned. The Company's auditor provides an annual update on any accounting standard changes that affect the Company.

·        Reliance on third party service providers: The Company has no employees and all of the Directors have been appointed on a non-executive basis; all operations are outsourced to third party service providers. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection or to perform its obligations to the Company at all as a result of insolvency, fraud, breaches  of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on the Company's operations.

      Experienced third party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. The Board receives regular reports from its service providers and reviews the performance of its key service providers at least annually.

·        Reliance on key personnel: The Company's portfolio is managed by the Investment Manager and in particular there are two investment executives within the Artemis fund management team who have direct responsibility for portfolio selection. Any change in relation to the investment executives may adversely affect the performance of the Company.

      The engagement of these two individuals in the management of the portfolio provides continuity. The Investment Manager additionally has business continuity plans in the event that they were to leave. The individuals hold substantial interests in the Company and the Investment Manager has appropriate incentive arrangements in place to retain its staff.

Further information on risks and uncertainties and the management of them are set out in the Annual Financial Report.

Other matters

Viability statement

In accordance with the Association of Investment Companies (the 'AIC') Code of Corporate Governance, the Board has considered the longer term prospects for the Company beyond the twelve months required by the going concern basis of accounting. The period of assessment, in line with our Key Information Document, is five years. This has been deemed appropriate for the Company given the nature of its business, its current size and the longer term view taken by the Investment Manager when constructing the portfolio and the long term investor outlook.

In considering the Company's prospects over the next five years, the Directors have assumed that the Company will continue to adopt the same investment objective, that the Company's performance will continue to be attractive to shareholders, and that the Company will continue to meet the requirements to retain its status as an investment trust.

As part of its assessment of the viability of the Company, the Board has considered each of the principal risks above including matters relating to COVID-19 and the impact on the Company's portfolio of longer lasting damage to the economy, of a withdrawal of liquidity, of a significant fall in global markets and changes in regulation. The Board has also considered the liquidity of the Company's portfolio to ensure that it will be able to meet its liabilities as they fall due. The Board has concluded, given the very liquid nature of the majority of the investments, the level of ongoing expenses and the availability of gearing, that the Company will continue to be in a position to cover its liabilities.

The Company is authorised to trade as an investment company and has the associated tax benefits. Any change to the Company's tax arrangements could affect the Company's viability as an effective investment vehicle.

The conclusion of this review is that the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

Share capital

During the year to 30 June 2021 the Company issued 9,641,000 new shares (2020: 9,412,698) to satisfy continued demand for the Company's shares, raising gross proceeds of £66.6m. All of the shares were issued at a premium to the prevailing net asset value on the date of issue.

The average premium of all share issues during the year was 2.3%.

The Directors' authority to issue and buy back shares on a non-pre-emptive basis will expire at the end of the AGM on 9 November 2021. The Directors intend to seek approval from the shareholders to renew this authority at the 2021 AGM in order to allow the Directors to continue to manage the liquidity of the Company's shares in accordance with its stated discount/premium management policy.

Directors

The Directors of the Company and their biographical details are set out in the Annual Financial Report. Each of the Directors held office throughout the year under review. Mr Russell Napier was appointed as Chairman on the retirement of Mr Malcolm Scott at the 2020 AGM, and Mr Harry Morgan became the Senior Independent Director.

No Director has a contract of service with the Company.

Appointments to the Board will be made on merit with due regard to the benefits of diversity, including gender. The Board recognises the benefits of diversity and over time, as suitably qualified candidates emerge, expects that this will increase. The Board considers its commitment to greater diversity is not in conflict with a policy on board tenure in which the Chairman would not ordinarily serve for more than ten years as Chairman. The Board is of the view that the shareholders' best interests are served by retaining the services of a well-qualified Chairman rather than losing them for reasons unrelated to ability. This policy on tenure does not materially restrict the ability of the Board to increase diversity and the annual appraisal process assesses whether the Chairman retains the confidence of the Board.

The Board is currently comprised of four male Directors and one female Director.

Modern Slavery Act 2015

The Company does not fall within the scope of the Modern Slavery Act 2015 as its turnover is less than £36m. Therefore no slavery and human trafficking statement is included in the Annual Financial Report.

Social and environmental matters

The Company has no employees and has delegated the management of the Company's investments to Artemis. In its capacity as Investment Manager, Artemis has a Corporate Governance and Shareholder Engagement policy which sets out a number of principles that are intended to be considered in the context of its responsibility to manage investments in the financial interests of shareholders. Artemis undertakes extensive evaluation and engagement with company managements on a variety of matters such as strategy, performance, risk, dividend policy, governance and remuneration. All risks and opportunities are considered as part of the investment process in the context of enhancing the long-term value of shareholders' investments. This will include matters relating to material environmental, human rights and social considerations that will ultimately impact the profitability of a company or its stock market rating and hence these matters are an integral part of Artemis' thinking as institutional investors. Further details of this can be found in the Annual Financial Report.

Sustainable investing and Environmental Social and Governance matters ("ESG")

Artemis' approach to sustainability and ESG matters is summarised below and further information is included in the Investment Manager's Review. The Board fully endorses Artemis' pragmatic approach focusing on long-term sustainability and ESG matters:

Sustainability: The Artemis Mid Wynd team invests in sectors which have sustainable longer-term growth characteristics. Mid Wynd currently has an above average Morningstar rating for sustainability and a low carbon designation. These ratings are indicative of the Manager's approach, although there are no guarantees that the Company will always achieve such ratings.

ESG: The Artemis fundamental analysis has always integrated governance, environmental impact and social responsibility. The Manager attempts to establish the materiality of each of the underlying factors alongside its work on profitability. Sometimes these factors raise quantifiable issues, such as environmental liability, other aspects such as governance at a company or political level require judgement and affect sizing holdings rather than a decision whether to hold a stock. This leads to certain sectors being excluded where poor sustainability standards are endemic: for example, currently Mid Wynd will not invest in the oil sector, gambling, weapons production or tobacco.

Stewardship: With regard to the diligent performance of its stewardship obligations, Artemis actively participates in a range of industry-wide initiatives and collaborations, with a view to driving positive change in the investment industry. It is a signatory to the Principles for Responsible Investment and the Climate Action 100+ initiative, a member of the Investor Forum, has a number of representatives on committees of the Investment Association and is a member of the Sustainable Accounting Standards Board. Further information on how Artemis discharged its responsibilities to investee companies is given in the s172 report in the Strategic Review of the Annual Financial Report.

How the Directors discharge their duties under s172 of the Companies Act

Under section 172 of the Companies Act 2006, the Directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard to:

a)

the likely consequences of any decision in the long term,

b)

the interests of the company's employees,

c)

the need to foster the company's business relationships with suppliers, customers and others,

d)

the impact of the company's operations on the community and the environment,

e)

the desirability of the company maintaining a reputation for high standards of business conduct, and

f)

the need to act fairly as between members of the company.

As an externally managed investment trust, the Company has no employees or physical assets. Our shareholders, our investee companies, Artemis as our Investment Manager and other professional service providers, such as the administrator, depositary, registrar, auditor, corporate broker and lenders are all considered to fall within the scope of section 172.

The Board is responsible for promoting the long-term sustainable success and strategic direction of the Company for the benefit of the Company's shareholders. Whilst certain responsibilities are delegated, directors' responsibilities are set out in the schedule of matters reserved for the Board and the terms of reference of its committees, both of which are reviewed regularly by the Board. The Board has set the parameters within which the Investment Manager operates and these are set out in the Investment Management Agreement and in Board minutes.

The Company's corporate values, as described in the Annual Financial Report, have been established by the Board to manage its key business relationships. The Company's approach on anti-bribery and prevention of tax evasion can be found in the Annual Financial Report and on the Company's website at midwynd.com.

Shareholders

To help the Board in its aim to act fairly as between the Company's members, it encourages communications with all shareholders. The Annual and Half-yearly Financial Reports are issued to shareholders and are available on the Company's website together with other relevant information including monthly factsheets. The Board regularly reviews and discusses any shareholder communications received at Board meetings. This ensures that shareholder views are taken into consideration as part of any decisions taken by the Board. The Board continued to authorise the issue and allotment of new ordinary shares. The Board considers communication with shareholders an important function and Directors are always available to respond to shareholder queries. Shareholders are welcome to contact the Board through use of the [email protected] email address. This year we are inviting shareholders to register their attendance at our AGM where they will be able to ask questions of the Board and the Investment Manager.

As a means of ensuring good communication with our shareholders, the Company continues to engage a communications consultancy firm to assist with its marketing and future development and the Board and Investment Manager discuss the topic regularly.

The Investment Managers have presented at a number of virtual conferences throughout the year, including those run by AJ Bell and Kepler. This was in addition to providing regular investor updates to wealth managers.  The Investment Manager continues to keep the interaction with all shareholders high and plans to participate in similar events in the upcoming year.

Additionally, through its membership of the AIC, the Board believes the Company and shareholders benefit from the work undertaken by this body with their representation of the investment trust industry.

Investment Manager

The Board receives regular updates from the Investment Manager and ensures that information pertaining to its key parties is provided, as required, as part of the information presented in regular board meetings.

This enables the Investment Manager to demonstrate the Company's strategy through those channels   that reach its key parties, ensuring they are kept updated of the latest developments. The Investment Manager ensures communication with the Company's brokers is maintained and opportunities for growing the Company's retail base and featuring on investment platforms is strengthened.

During the period, the COVID-19 pandemic resulted in additional discussions being held between the Board and Investment Manager to discuss the impact on the Company, and specifically to ensure the protection of shareholders' interests and to understand the opportunities presented for investment in the sometimes volatile equity markets.

Investee companies

The Board has discussed with the Investment Manager how Environmental, Social and Governance ('ESG') factors are taken into account when selecting and retaining investments for the Company. The Board recognises the increasing importance placed on this area and is working with the Investment Manager in relation to future engagement on behalf of the Company. Further information on social and environmental matters is provided in the Annual Financial Report.

The Board has given discretion to the Investment Manager to exercise the Company's voting rights. The Investment Manager endorses the UK Stewardship Code and has active engagement in industry bodies as well as with investee company boards as set out in the Annual Financial Report.

Other key service providers

The Board regularly reviews the performance of other service providers to ensure that services provided to the Company are managed efficiently and effectively for the benefit of the Company's shareholders. The Board monitors the performance of these other key service providers such as the administrator, depositary and registrar through regular reporting at Board meetings or via the Company Secretary. The Board receives regulatory updates at every Board meeting and as necessary from the Company Secretary and carefully assesses the impact of these on the Company.

The Company's auditor attends two Audit Committee meetings per year which provides the Board with good opportunity for engagement and discussion of upcoming regulatory change and emerging best industry practice. This also gives the Audit Committee the opportunity to discuss the approach to the audit, its effectiveness and the level of professional scepticism applied.

Decisions made during the year

Certain key decisions taken by the Board during the year also serve as examples of how the needs and priorities of the Company's key parties are taken into account by the Board as part of its decision making process. Key decisions made during the year include:

·     

The decision to change the model used to calculate the value-at-risk ('VAR') monitoring model which would produce more reliable results to assess market risk in times of extreme market volatility.

·     

The decision to renew the Company's loan facilities with The Bank of Nova Scotia following discussions with other loan providers to source the most competitive deal.

·     

The decision to review and redraft statements of the Company's Purpose, Business Model, Strategy, Culture and Values to aid shareholders' understanding of the Company.

·     

The Board continued to authorise the issue and allotment of new ordinary shares.

·     

The appointment of FundCalibre as a research provider to support the promotion of the Company and increase its coverage in national and trade press and online media.

The Board's primary focus is to promote the long-term success of the Company for the benefit of the Company's shareholders. In doing so, the Board has regard to the impact of its actions on other key parties as described above.

Financial statements

The financial statements of the Company are included in the Annual Financial Report.

 

On behalf of the Board.

Russell Napier

Chairman

2 September 2021

 

Statement of Directors' Responsibilities in respect of the Annual Financial Report and the Financial Statements

Statement of Directors' Responsibilities

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

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

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing each of the financial statements, the Directors are required to:

·     

select suitable accounting policies and then apply them consistently;

·     

make judgements and estimates that are reasonable and prudent;

·     

state whether applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and

·     

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

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

The financial statements are published on a website, midwynd.com, maintained by the Company's Investment Manager, Artemis Fund Managers Limited. Responsibility for the maintenance and integrity of the corporate and financial information relating to the Company on this website has been delegated to the Investment Manager by the Directors. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

We confirm that to the best of our knowledge:

(a)

the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position of the Company as at 30 June 2021 and of the profit for the year then ended; and

(b)

in the opinion of the Directors, the Annual Financial Report taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company's position and performance, business model and strategy; and

(c)

the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

For and on behalf of the Board.

Russell Napier

Chairman

2 September 2021

 

Statement of Comprehensive Income                                                              For the year ended 30 June

 

 

 

 

2021

Revenue

£'000

 

2021

Capital

£'000

 

2021

Total

£'000

 

2020

Revenue

£'000

 

2020

Capital

£'000

 

2020

Total

£'000

 

Gains on investments

 

-

78,606

78,606

-

27,784

27,784

Currency gains/(losses)

 

-

428

428

-

(87)

(87)

Income

 

5,294

-

5,294

4,599

-

4,599

Investment management fee

 

(480)

(1,440)

(1,920)

(327)

(980)

(1,307)

Other expenses

 

(408)

 

(8)

 

(416)

 

(433)

 

(34)

 

(467)

 

Net return before finance costs and taxation

 

4,406

77,586

81,992

3,839

26,683

30,522

Finance costs of borrowings

 

(55)

 

(165)

 

(220)

 

(51)

 

(153)

 

(204)

 

Net return on ordinary activities before taxation

 

4,351

77,421

81,772

3,788

26,530

30,318

Taxation on ordinary activities

 

(550)

 

-

 

(550)

 

(458)

 

-

 

(458)

 

Net return on ordinary activities after taxation

 

3,801

 

77,421

 

81,222

 

3,330

 

26,530

 

29,860

 

Net return per ordinary share

 

  6.81p

 

138.63p

 

145.44p

 

7.38p

 

58.78p

 

66.16p

 

The total column of this statement is the profit and loss account of the Company.

All revenue and capital items in this statement derive from continuing operations.

The net return for the year disclosed above represents the Company's total comprehensive income.

 

 

Statement of Financial Position                                                        As at 30 June

 

 

2021

£'000

 

2020

£'000

 

Non-current assets

 

 

 

Investments held at fair value through profit or loss

 

445,592

300,457

Current assets

 

 

 

Debtors

 

596

3,683

Cash and cash equivalents

 

16,556

 

14,716

 

 

 

17,152

18,399

Creditors

 

 

 

Amounts falling due within one year

 

(10,651)

 

(10,813)

 

Net current assets

 

6,501

 

7,586

 

Total net assets

 

452,093

 

308,043

 

Capital and reserves

 

 

 

Called up share capital

 

2,997

2,515

Capital redemption reserve

 

16

16

Share premium

 

191,253

125,454

Capital reserve

 

253,638

176,217

Revenue reserve

 

4,189

 

3,841

 

Shareholders' funds

 

452,093

 

308,043

 

Net asset value per ordinary share

 

754.43p

 

612.61p

 

These financial statements were approved by the Board of Directors and signed on its behalf on 2 September 2021.

Russell Napier

Chairman

 

 

Statement of Changes in Equity                                                   For the year ended 30 June 2021

 

 

Share

capital

 

£'000

 

Capital redemption

reserve

£'000

 

Share

premium

 

£'000

 

Capital

reserve*

 

£'000

 

Revenue

reserve*

 

£'000

 

Shareholders'

funds

 

£'000

 

Shareholders' funds at 1 July 2020

2,515

16

125,454

176,217

3,841

308,043

Net return on ordinary activities after taxation

-

-

-

77,421

3,801

81,222

Issue of new shares (net of costs)

482

-

65,799

-

-

66,281

Dividends paid

-

-

-

-

(3,453)

(3,453)

Shareholders' funds at 30 June 2021

2,997

16

191,253

253,638

4,189

452,093

For the year ended 30 June 2020

 

Share

capital

 

£'000

 

Capital redemption

reserve

£'000

 

Share

premium

 

£'000

 

Capital

reserve*

£'000

 

Revenue

reserve*

 

£'000

 

Shareholders'

funds

 

£'000

 

Shareholders' funds at 1 July 2019

2,044

16

70,782

149,687

3,555

226,084

Net return on ordinary activities after taxation

-

-

-

26,530

3,330

29,860

Issue of new shares (net of costs)

471

-

54,619

-

-

55,090

Issue of shares from treasury

-

-

53

450

-

503

Repurchase of ordinary shares into treasury

-

-

-

(450)  

-

(450)

Dividends paid

-

-

-

-

(3,044)

(3,044)

Shareholders' funds at 30 June 2020

2,515

16

125,454

176,217

3,841

308,043

 

* Including distributable realised capital reserves of £175,347,000 (2020: £125,818,000) and distributable revenue reserves of £4,189,000 (2020: £3,841,000).

 

 

 

 

      Statement of Cash Flows                                                                               For the year ended 30 June

 

 

2021

£'000

 

2021

£'000

 

2020

£'000

 

2020

£'000

 

Cash generated in operations

 

 

2,575

 

 

2,160

 

Interest received

 

17

 

96

 

Interest paid

 

(220)

 

 

(204)

 

 

 

 

 

(203)

 

(108)

Net cash generated from operating activities

 

 

2,372

 

2,052

Cash flow from investing activities

 

 

 

 

 

Purchase of investments

 

(530,125)

 

(399,065)

 

Sale of investments

 

465,478

 

350,140

 

Realised currency (losses)/gains

 

(305)

 

 

240

 

 

Net cash used in investing activities

 

 

(64,952)

 

(48,685)

Cash flow from financing activities

 

 

 

 

 

Issue of new shares, net of costs

 

66,592

 

54,779

 

Issue of shares from treasury

 

-

 

503

 

Repurchase of shares into treasury

 

-

 

(450)

 

Dividends paid

 

(3,453)

 

(3,044)

 

Net drawdown of credit facility

 

1,176

 

4,056

 

Net cash generated from financing activities

 

 

64,315

 

 

55,844

 

Net increase in cash and cash equivalents

 

 

1,735

 

 

9,211

 

Cash and cash equivalents at start of the year

 

 

14,716

 

5,529

Increase in cash in the year

 

 

1,735

 

9,211

Unrealised currency gains/(losses) on cash and cash equivalents

 

 

105

 

 

(24)

 

Cash and cash equivalents at end of the year

 

 

16,556

 

 

14,716

 

             

 

Notes to the Financial Statements

1. Accounting policies

The financial statements are prepared on a going concern basis under the historical cost convention modified to include the revaluation of investments.

The financial statements have been prepared in accordance with the Companies Act 2006, applicable United Kingdom accounting standards, including Financial Reporting Standard ('FRS') 102, and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies (the 'AIC') in October 2019.

In order to better reflect the activities of the Company and in accordance with guidance issued by the AIC, supplementary information which analyses the profit and loss account between items of a revenue and capital nature has been presented in the Statement of Comprehensive Income.

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when it becomes a party to the contractual provisions of the instrument.

No significant estimates or judgements have been made in the preparation of the financial statements.

The Directors consider the Company's functional currency to be Sterling as the Company's shareholders are predominantly based in the UK and the Company is subject to the UK's regulatory environment.

2. Income

 

2021

2020

 

£'000

 

£'000

 

Income from investments

 

 

Overseas dividends

4,849

3,939

UK dividends

428

564

 

 

 

 

 

 

5,277

4,503

Other income

 

 

Bank interest

17

 

96

 

Total income

5,294

 

4,599

 

Total income comprises:

 

 

Dividends and UK interest from financial assets designated at fair value through profit or loss

5,277

4,503

Other income

17

 

96

 

Total income

5,294

 

4,599

 

 

3. Dividends paid and proposed

 

 

 

2021

2020

 

2021

 

2020

 

£'000

 

£'000

 

Amounts recognised as distributions in the year:

 

 

 

 

Previous year's final dividend

3.12p

3.85p

1,652

1,634

First interim dividend

3.10p

 

3.00p

 

1,801

 

1,410

 

Total dividend

6.22p

 

6.85p

 

3,453

 

3,044

 

Set out below are the total dividends paid and payable in respect of the financial year. The revenue available for distribution by way of dividend for the year is £3,801,000 (2020: £3,330,000). The dividend paid in the financial year to 30 June 2020 is higher than the current financial year.  The Board rebalanced dividend payments during 2020 so that a greater proportion of the annual dividend is now paid at the interim stage.  The dividends payable in respect of 2021 exceeded those in respect of 2020 as seen below.

 

 

 

2021

2020

 

2021

 

2020

 

£'000

 

£'000

 

Dividends paid and payable in respect of the year:

 

 

 

 

First interim dividend 

3.10p

3.00p

1,801

1,410

Proposed final dividend 

3.30p

 

3.12p

 

1,977

 

1,569

 

Total dividend

6.40p

 

6.12p

 

3,778

 

2,979

 

 

4. Net return per ordinary share

 

2021

2021

2021

2020

2020

2020

 

Revenue

 

Capital

 

Total

 

Revenue

 

Capital

 

Total

 

Net return on ordinary activities after taxation

6.81p

 

138.63p

 

145.44p

 

7.38p

 

58.78p

 

66.16p

 

Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation for the financial year of £3,801,000 (2020: £3,330,000), and on 55,845,969 (2020: 45,134,883) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year.

Capital return per ordinary share is based on the net capital return on ordinary activities after taxation for the financial year of £77,421,000 (2020: £26,530,000), and on 55,845,969 (2020: 45,134,883) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year.

5. Net asset value per ordinary share

The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at the year end were as follows:

 

2021

Net asset

value

 

2021

Net assets

£'000

 

2020

Net asset

value

 

2020

Net assets

£'000

 

Ordinary shares

754.43p

 

452,093

 

612.61p

 

308,043

 

During the year the movements in the assets attributable to shareholders were as follows:

 

2021

£'000

 

2020

£'000

 

Total net assets at 1 July

308,043

226,084

Total recognised gains for the year

81,222

29,860

Issue of new shares

66,281

55,090

Repurchase of shares into treasury

-

(450)

Issue of shares from treasury

-

503

Dividends paid

(3,453)

 

(3,044)

 

Total net assets at 30 June

452,093

 

308,043

 

Net asset value per ordinary share is based on net assets as shown above and on 59,925,114 (2020: 50,284,114) ordinary shares, being the number of ordinary shares in issue at the year end.

6. Transactions with the Investment Manager and related parties

The amounts paid to the Investment Manager and amounts outstanding at the year end are disclosed in the Annual Financial Report. The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies and therefore the Investment Manager is not considered to be a related party.

Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration Report in the Annual Financial Report.

7. Post Balance Sheet Event

As at 2 September 2021, a further 805,000 ordinary shares with a gross proceeds value of £6,572,000 have been issued since the year end.

8. Annual Financial Report

 

This Annual Financial Report announcement does not constitute the Company's statutory accounts for the years ended 30 June 2021 and 30 June 2020 but is derived from those accounts. Statutory accounts for the year ended 30 June 2020 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 June 2021 and the year ended 30 June 2020 both received an audit report which was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Companies Act 2006 respectively. The statutory accounts for the year ended 30 June 2021 have not yet been delivered to the Registrar of Companies and will be delivered following the Annual General Meeting.

 

The audited Annual Financial Report for the year ended 30 June 2021 will be posted to shareholders shortly. Copies may be obtained from the Company's registered office at 6th Floor, Exchange Plaza, 50 Lothian Road, Edinburgh, EH3 9BY or at midwynd.com.

 

A copy of the Annual Financial Report will also be submitted to the FCA's National Storage Mechanism and will soon be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

The Annual General Meeting of the Company will be held on Tuesday, 9 November 2021 at 12.00 noon.

 

For further information, please contact:

 

Artemis Fund Managers Limited

Company Secretary

Tel: 0131 225 7300

2 September 2021

 

 

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