RNS Announcement
Keystone Positive Change Investment Trust plc (KPC)
Legal Entity Identifier: 5493002H3JXLXLIGC563
Regulated Information Classification: Interim Financial Report
Results for the six months to 31 March 2024
Over the six months to 31 March 2024, the Company's net asset value total return was 10.7% compared to a total return of 16.3% for the comparative index*. The share price total return was 13.5% as the discount narrowed from 14.0% to 11.9%.
Keystone Positive Change's objective is to generate long-term capital growth with the aim of the NAV total return exceeding that of the MSCI AC World Index in sterling terms by at least 2 per cent. per annum over rolling five-year periods; and contribute towards a more sustainable and inclusive world by investing in companies whose products or services make a positive social or environmental impact. At 31 March 2024 the Company had total assets of
Keystone Positive Change is managed by Baillie Gifford, an
Keystone Positive Change is a listed
Past performance is not a guide to future performance. Total return information is sourced from LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer at end of this announcement.
* MSCI All Country World Index in sterling terms.
‡ Neither the contents of the Managers' website nor the contents of any website accessible from hyperlinks on the Managers' website (or any other website) is incorporated into, or forms part of, this announcement.
For further information please contact:
Naomi Cherry, Baillie Gifford & Co
Tel: 0131 275 2000
Jonathan Atkins, Director, Four Communications
Tel: 0203 920 0555 or 07872 495396
The following is the unaudited Interim Financial Report for the six months to 31 March 2024 which was approved by the Board on 2 May 2024.
Responsibility statement
We confirm that to the best of our knowledge:
a. the condensed set of Financial Statements has been prepared in accordance with FRS 104 'Interim Financial Reporting';
b. the Interim Management Report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.7R (indication of important events during the first six months, their impact on the Financial Statements and a description of the principal risks and uncertainties for the remaining six months of the year); and
c. the Interim Financial Report includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.8R (disclosure of related party transactions and changes therein).
On behalf of the Board
Karen Brade
Chair
2 May 2024
Interim management report
Much has happened in the three years since we took on the management of Keystone Positive Change Investment Trust, including the outbreak of war in
Against this dynamic and complex back-drop we have remained resolutely committed to delivering on Keystone's dual objectives of generating attractive long-term investment returns and contributing towards a more sustainable and inclusive world. We continue to believe that capital owners and allocators can play a valuable role in addressing global challenges by channelling capital towards businesses that are intent on developing, scaling production of, and successfully selling products and services that will help create a more inclusive, healthier and more environmentally stable world.
Performance
Following eleven consecutive interest rate increases in the US and fourteen in the
Over the six months to 31 March 2024 the benchmark increased by 16.3%, the Company's share price rose by 13.5% and NAV grew by 10.7%.
Two of the larger holdings in the portfolio, TSMC and ASML, were among the top positive contributors to performance over the period, despite 2023 being a challenging year for the semiconductor industry. ASML grew revenues by 30% and TSMC outperformed its competitors, testament to the technological leadership of these companies and their willingness to invest in both capacity expansion and R&D so they can remain at the vanguard of their industries. Both companies are cautiously optimistic that end-market demand has bottomed and will recover thanks not just to demand for advanced chips enabling AI and advanced computing, but also the growing need for chips in the energy transition, for electrification and for digitalisation. Nu Holdings, the Brazilian digital bank providing access to financial services to a hundred million people in
Detractors to performance included
The mobile remittance provider, Remitly, was also a detractor to performance over the six-month period, despite it performing extremely well operationally, growing its customer base and revenues by over 40% in 2023 and improving profitability as its network scales and its data advantage grows. The market seems worried about Remitly's increased marketing spending, but we see it as a necessary investment for long-term growth, as long as the return from that marketing spend remains attractive. Remitly ended the year with just under 6m customers benefiting from its fast, secure and affordable means of sending money to their families and friends in low- and middle-income countries.
One of the attractive features of the Company is its ability to invest in private companies. At the end of March 2024, 5.3% of the portfolio was invested across five private companies that are developing exciting new technologies from quantum computing to carbon removal solutions. In terms of operational progress, Boston Metal, which is commercialising a novel technology to decarbonise steel production and recover high-value metal from mining waste, was selected by the US Department of Energy to enter into negotiations for
Interest rates and geopolitical fragility dominate the headlines, often masking the 'secret silent miracle of human progress'1. We endeavour to find the companies contributing to human progress through products and services that address global challenges; we believe that these companies will thrive in the long term; and we believe that share prices follow fundamentals. With this in mind, it is worth highlighting the strong fundamentals of the portfolio: companies within the portfolio have delivered 10.9% annual earnings growth over the last five years compared to 8.0% for the index and are forecast to deliver 16.8%2 per annum for the next three years compared to 9.4% for the index; portfolio companies have stronger balance sheets than the index with net debt/EBITDA of 1x compared to 1.6x for the index; and the portfolio holdings are investing in their future more than index constituents with capex and R&D spend equating to 19% of revenues compared to 10% for the benchmark. For these superior fundamental characteristics - faster growth, stronger balance sheets and more investment - the portfolio is on a one year forward PE of 27x, a premium of 55% to the benchmark3. This compares to a premium of 63% to the index three years ago.
Portfolio
We have made three complete sales and three new purchases for the Company over the past six months. The sale of Daikin, a leading player in the heating, ventilation and air conditioning industry, due to the emergence of new information related to its involvement in the production of white phosphorous smoke bombs used by the Japanese Ministry of Defence for training purposes, was addressed in the full year statement. Danish offshore wind operator Ørsted has faced operational challenges. Rising material costs, higher interest rates and changes to government support for projects in the US led to significant write-downs to projects there, undermining our confidence in the management team's ability to allocate capital: we have decided to move on. M3, a Japanese provider of digital services for the healthcare system, is growing in complexity as it acquires more and bigger businesses in different geographies. We think this comes with execution risk, so the position was sold. In both cases we sold at a lower price to when we purchased shares in February 2021; both companies were among the bigger detractors to performance since then.
We are excited to have taken three new holdings, all quite different in terms of their business model and how they are driving change. Katitas is a Japanese company that refurbishes vacant homes to sell to first-time buyers at affordable prices. It is poised to benefit from structural changes with new homes being unsustainable, expensive and in short supply, while younger generations are more open to second-hand purchases. Its scale and unique expertise mean it dominates the pre-owned market. We are excited about its ability to grow in this niche market while contributing to greater circularity.
Despite a weakening of demand for electric vehicles due to higher interest rates and weaker economies, we remain excited about investment opportunities associated with electrification of transportation. Rivian is a US company that makes electric SUVs, pick-up trucks and commercial vans. It is well poised to contribute to the electrification of the automotive sector with its strong brand, vertically integrated manufacturing business model and strong commitment to reducing carbon emissions.
Grab,
Positive Conversations
We recently published Positive Conversations, an annual report that focuses on the business practices of portfolio holdings, including the carbon footprint, outlines progress towards Net Zero alignment, and provides a record of our engagements with portfolio holdings. Through our engagements we aim to grow our understanding, build relationships with management teams and seek to influence where we think engagement can be of value to companies and society. The report includes detail on positive conversations with Illumina on strategy, governance and remuneration; with Moderna on vaccine equality; and with Tesla on supply chains. This report complements the Annual Impact Report which details how portfolio holdings are contributing towards a more sustainable and inclusive world across the four impact themes.
Outlook
'It's not what you look at that matters, it's what you see'4.
We can all look at inflation figures and the US Federal Reserve's most recent meeting minutes; or at the horrendous footage of the conflicts in
Looking around us we see a world facing significant environmental and social challenges; we see individuals and businesses innovating and developing new products and services or new business models that have the potential to address these global challenges. We see investment opportunities in businesses that are challenging the status quo. What we see is encapsulated in our dual objectives: to contribute towards a more sustainable, inclusive and healthier world while generating attractive investment returns for shareholders. To do this we endeavour to see what matters most, rather than being distracted by trying to predict short-term sentiment on interest rates or geopolitics.
It could be said that society is at a watershed moment in time, faced with the choice of continuing along the path we are on, or having the bravery, ambition and determined optimism needed to help steer us onto a more sustainable and inclusive trajectory.
This watershed moment is rich with investment opportunities for the brave and ambitious. Some interesting areas we are exploring include the electrification of mining equipment, new treatments for obesity, and companies helping improve access to medication.
Thank you for seeing what we see in our philosophy; thank you for believing that we see things that others don't, and for sharing our excitement in that.
Kate Fox and Lee Qian
Portfolio Managers
2 May 2024
1 Hans Rosling, Swedish physician and academic.
2 Third party analyst expectations.
3 These statistics exclude private companies.
4 Henry David Thoreau - American naturalist, essayist, poet, and philosopher
For a definition of terms see Glossary of Terms and Alternative Performance Measures at the end of this announcement.
Past performance is not a guide to future performance
List of investments
as at 31 March 2024
Name |
Business |
Impact theme |
Fair value £'000 |
% of total assets |
TSMC |
Semiconductor manufacturer |
Social |
12,149 |
7.0 |
ASML |
Supplier to semiconductor industry |
Social |
11,427 |
6.6 |
MercadoLibre |
Ecommerce platform and fintech |
Social |
11,332 |
6.5 |
Dexcom |
Continuous glucose monitoring |
Healthcare |
8,943 |
5.1 |
Moderna |
Messenger RNA therapeutics |
Healthcare |
8,364 |
4.8 |
Bank Rakyat Indonesia |
Bank |
Base |
8,360 |
4.8 |
Xylem |
Innovative water solutions |
Environment |
8,238 |
4.7 |
Shopify |
Online commerce platform |
Social |
7,930 |
4.6 |
Autodesk |
Software products for architecture, engineering, construction, and manufacturing industries |
Environment |
7,349 |
4.2 |
Deere |
Agricultural equipment |
Environment |
6,936 |
4.0 |
Nu Holdings |
Digital banking company |
Social |
6,630 |
3.8 |
Remitly Global |
Online money transfer payments for immigrants |
Base |
5,992 |
3.4 |
Duolingo |
Language learning website and mobile app |
Social |
5,691 |
3.3 |
Ecolab |
Water, hygiene and infection prevention services |
Environment |
5,325 |
3.1 |
Illumina |
Gene sequencing equipment |
Healthcare |
5,242 |
3.0 |
HDFC Bank |
Mortgage provider |
Social |
5,215 |
3.0 |
Alnylam Pharmaceuticals |
Biotechnology |
Healthcare |
5,036 |
2.9 |
Sartorius |
Biopharmaceutical and laboratory tooling |
Healthcare |
4,385 |
2.5 |
Coursera |
Online learning |
Social |
3,451 |
2.0 |
Tesla |
Electric cars and renewable energy solutions |
Environment |
3,406 |
2.0 |
Grab# |
Superapp in |
Social |
3,388 |
1.9 |
Northvolt AB u |
Battery developer and manufacturer, specialising |
Environment |
3,333 |
1.9 |
Umicore |
Global materials technology and recycling |
Environment |
3,104 |
1.8 |
Katitas# |
Refurbishes vacant homes in |
Environment |
3,056 |
1.8 |
Safaricom |
Telecommunications and mobile payments |
Base |
2,415 |
1.4 |
10x Genomics |
Life science technology |
Healthcare |
2,116 |
1.2 |
Climeworks u |
Direct air carbon capture |
Environment |
1,725 |
1.0 |
Boston Electrometallurgical Corp u |
Novel technology for producing green steel |
Environment |
1,672 |
1.0 |
PsiQuantum u |
Silicon photonic quantum computing |
Social |
1,572 |
0.9 |
Discovery Holdings |
Life and health insurance provider |
Healthcare |
1,556 |
0.9 |
Joby Aviation |
Electric aircraft |
Environment |
1,459 |
0.8 |
AbCellera Biologics |
Antibody drug discovery tools |
Healthcare |
1,445 |
0.8 |
WuXi Biologics |
Contract research, development and manufacturing organisation focusing on biologics drugs |
Healthcare |
1,433 |
0.8 |
Novonesis |
Biological solutions |
Environment |
1,166 |
0.7 |
Spiber u |
Novel protein biomaterials |
Environment |
901 |
0.5 |
Rivian Automotive# |
Electric sports utility vechicles and pickup trucks |
Environment |
618 |
0.4 |
Total investments |
|
|
172,360 |
99.1 |
Net liquid assets† |
|
|
1,594 |
0.9 |
Total assets† |
|
|
173,954 |
100.0 |
|
Listed % |
Unlisted % |
Net liquid % |
Total % |
31 March 2024 |
93.8 |
5.3 |
0.9 |
100.0 |
30 September 2023 |
93.7 |
5.9 |
0.4 |
100.0 |
* Abbreviated as follows: Healthcare - Healthcare and quality of life; Social - Social inclusion and education; Environment - Environment and resource needs; Base - Base of the pyramid.
† For a definition of terms see Glossary of terms and Alternative Performance Measures at the end of this announcement.
# New purchase during the period. Complete sales during the period were: Ørsted, Daikin Industries, and M3. Chr Hansen merged with Novozymes to form Novonesis.
‡ Includes holdings in ordinary shares, preference shares and promissory notes.
u Denotes unlisted/private company holding.
Baillie Gifford's approach to valuing private companies
We aim to hold our private company investments at 'fair value', i.e. the price that would be paid in an open-market transaction. Valuations are adjusted both during regular valuation cycles and on an ad hoc basis in response to 'trigger events'. Our valuation process ensures that private companies are valued in both a fair and timely manner.
The valuation process is overseen by a valuations group at Baillie Gifford, which takes advice from an independent third party (S&P Global). The valuations group is independent from the investment team, with all voting members being from different operational areas of the firm, and the investment managers
only receive final notifications once they have been applied.
We revalue the private holdings on a three-month rolling cycle, with one-third of the holdings reassessed each month. During stable market conditions, and assuming all else is equal, each investment would be valued twice in a six month period. For investment trusts, the prices are also reviewed twice per year, at the interim and financial year end, by the respective investment trust boards and are subject to the scrutiny of external auditors in the annual audit process.
Beyond the regular cycle, the valuations team also monitors the portfolio for certain 'trigger events'. These may include: changes in fundamentals; a takeover approach; an intention to carry out an Initial Public Offering ('IPO'); company news which is identified by the valuation team or by the portfolio managers, or significant changes to the valuation of comparable public companies. Any ad hoc change to the fair valuation of any holding is implemented swiftly and reflected in the next published net asset value. There is no delay.
The valuations team also monitors relevant market indices on a weekly basis and updates valuations in a manner consistent with our external valuer's (S&P Global) most recent valuation report where appropriate.
Portfolio companies split by impact theme
as at 31 March 2024
Social inclusion and education |
Value £'000 |
% |
Environment and resource needs |
Value £'000 |
% |
Healthcare and quality of life |
Value £'000 |
% |
Base of the pyramid |
Value £'000 |
% |
TSMC |
12,149 |
7.0 |
Xylem |
8,238 |
4.7 |
Dexcom |
8,943 |
5.1 |
Bank Rakyat Indonesia |
8,360 |
4.8 |
ASML |
11,427 |
6.6 |
Autodesk |
7,349 |
4.2 |
Moderna |
8,364 |
4.8 |
Remitly Global |
5,992 |
3.4 |
MercadoLibre |
11,332 |
6.5 |
Deere |
6,936 |
4.0 |
Illumina |
5,242 |
3.0 |
Safaricom |
2,415 |
1.4 |
Shopify |
7,930 |
4.6 |
Ecolab |
5,325 |
3.1 |
Alnylam Pharmaceuticals |
5,036 |
2.9 |
|
16,767 |
9.6 |
Nu Holdings |
6,630 |
3.8 |
Tesla |
3,406 |
2.0 |
Sartorius |
4,385 |
2.5 |
|
|
|
Duolingo |
5,691 |
3.3 |
Northvolt AB u |
3,333 |
1.9 |
10x Genomics |
2,116 |
1.2 |
|
|
|
HDFC Bank |
5,215 |
3.0 |
Umicore |
3,104 |
1.8 |
Discovery Holdings |
1,556 |
0.9 |
|
|
|
Coursera |
3,451 |
2.0 |
Katitas |
3,056 |
1.8 |
AbCellera Biologics |
1,445 |
0.8 |
|
|
|
Grab |
3,388 |
1.9 |
Climeworks u |
1,725 |
1.0 |
WuXi Biologics |
1,433 |
0.8 |
|
|
|
PsiQuantum u |
1,572 |
0.9 |
Boston Electrometallurgical Corp u |
1,672 |
1.0 |
|
38,520 |
22.0 |
|
|
|
|
68,785 |
39.6 |
Joby Aviation |
1,459 |
0.8 |
|
|
|
|
|
|
|
|
|
Novonesis |
1,166 |
0.7 |
|
|
|
|
|
|
|
|
|
Spiber u |
901 |
0.5 |
|
|
|
|
|
|
|
|
|
Rivian Automotive |
618 |
0.4 |
|
|
|
|
|
|
|
|
|
|
48,288 |
27.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liquid assets* |
1,594 |
0.9 |
|
|
|
|
|
|
|
|
|
Total assets* |
173,954 |
100.0 |
* For a definition of terms see Glossary of Terms and Alternative Performance Measures at the end of this announcement.
u Denotes unlisted private company holding
Income statement (unaudited)
|
|
For the six months ended 31 March 2024 |
|
For the six months ended 31 March 2023 |
|
For the year ended 30 September 2023 (audited) |
||||||
|
Notes |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
Revenue £'000 |
Capital £'000 |
Total £'000 |
Gains on investments |
|
- |
15,470 |
15,470 |
|
- |
19,505 |
19,505 |
|
- |
9,884 |
9,884 |
Currency gains |
|
- |
219 |
219 |
|
- |
722 |
722 |
|
- |
589 |
589 |
Income from investments and interest receivable |
|
915 |
- |
915 |
|
1,021 |
- |
1,021 |
|
1,618 |
- |
1,618 |
Investment management fee |
3 |
(118) |
(354) |
(472) |
|
(110) |
(331) |
(441) |
|
(223) |
(668) |
(891) |
Other administrative expenses |
|
(252) |
- |
(252) |
|
(242) |
- |
(242) |
|
(477) |
- |
(477) |
Net return before finance costs and taxation |
|
545 |
15,335 |
15,880 |
|
669 |
19,896 |
20,565 |
|
918 |
9,805 |
10,723 |
Finance costs of borrowings |
|
(136) |
(389) |
(525) |
|
(104) |
(295) |
(399) |
|
(234) |
(666) |
(900) |
Net return on ordinary activities before taxation |
|
409 |
14,946 |
15,355 |
|
565 |
19,601 |
20,166 |
|
684 |
9,139 |
9,823 |
Tax on ordinary activities |
|
(155) |
7 |
(148) |
|
(167) |
(12) |
(179) |
|
(244) |
(7) |
(251) |
Net return on ordinary activities after taxation |
|
254 |
14,953 |
15,207 |
|
398 |
19,589 |
19,987 |
|
440 |
9,132 |
9,572 |
Net return per ordinary share |
4 |
0.41p |
24.39p |
24.80p |
|
0.64p |
31.69p |
32.33p |
|
0.71p |
14.77p |
15.48p |
The total column of this statement represents the profit and loss account of the Company. The supplementary revenue and capital columns are prepared under guidance issued by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return on ordinary activities after taxation is both the profit and total comprehensive income for the period.
Balance sheet (unaudited)
|
Notes |
At 31 March 2024 £'000 |
At 30 September 2023 £'000 |
Fixed assets |
|
|
|
Investments held at fair value through profit or loss |
6 |
172,360 |
161,497 |
Current assets |
|
|
|
Debtors |
|
431 |
313 |
Cash at bank |
|
1,608 |
728 |
|
|
2,039 |
1,041 |
Creditors |
|
|
|
Amounts falling due within one year: |
|
|
|
Bank loan |
7 |
(15,044) |
(15,245) |
Other creditors |
|
(445) |
(383) |
|
|
(15,489) |
(15,628) |
Net current liabilities |
|
(13,450) |
(14,587) |
Total assets less current liabilities |
|
158,910 |
146,910 |
Creditors |
|
|
|
Amounts falling due after more than one year: |
|
|
|
Cumulative preference shares |
8 |
(250) |
(250) |
Provision for tax liability |
9 |
- |
(7) |
Net assets |
|
158,660 |
146,653 |
Capital and reserves |
|
|
|
Share capital |
10 |
6,760 |
6,760 |
Share premium account |
|
3,449 |
3,449 |
Capital redemption reserve |
|
466 |
466 |
Capital reserve |
|
147,425 |
135,396 |
Revenue reserve |
|
560 |
582 |
Shareholders' funds |
|
158,660 |
146,653 |
Net asset value per ordinary share* |
|
262.3p |
237.3p |
* For a definition of terms see Glossary of Terms and Alternative Performance Measures at the end of this announcement.
Statement of changes in equity (unaudited)
For the six months ended 31 March 2024
Notes |
Share capital £'000 |
Share premium account £'000 |
Capital redemption reserve £'000 |
Capital |
Revenue reserve £'000 |
Shareholders' funds |
|
Shareholders' funds at 1 October 2023 |
|
6,760 |
3,449 |
466 |
135,396 |
582 |
146,653 |
Net return on ordinary activities after taxation |
|
- |
- |
- |
14,953 |
254 |
15,207 |
Ordinary shares bought into treasury |
|
- |
- |
- |
(2,924) |
- |
(2,924) |
Dividends paid during the period |
5 |
- |
- |
- |
- |
(276) |
(276) |
Shareholders' funds at 31 March 2024 |
|
6,760 |
3,449 |
466 |
147,425 |
560 |
158,660 |
For the six months ended 31 March 2023
Notes |
Share capital £'000 |
Share premium account £'000 |
Capital redemption reserve £'000 |
Capital |
Revenue reserve £'000 |
Shareholders' funds |
|
Shareholders' funds at 1 October 2022 |
|
6,760 |
3,449 |
466 |
126,264 |
389 |
137,328 |
Net return on ordinary activities after taxation |
|
- |
- |
- |
19,589 |
398 |
19,987 |
Dividends paid during the period |
5 |
- |
- |
- |
- |
(247) |
(247) |
Shareholders' funds at 31 March 2023 |
|
6,760 |
3,449 |
466 |
145,853 |
540 |
157,068 |
* The Capital reserve balance at 31 March 2024 includes investment holding losses of
Condensed cash flow statement (unaudited)
|
Six months to |
Six months to 31 March 2023 |
Cash flows from operating activities |
|
|
Net return before finance costs and taxation |
15,880 |
20,565 |
Net gains on investments |
(15,470) |
(19,505) |
Currency gains |
(258) |
(718) |
Overseas tax incurred |
(142) |
(94) |
Changes in debtors and creditors |
(123) |
(474) |
Net cash inflow from investing activities |
4,607 |
732 |
Net cash inflow from operating activities* |
4,494 |
506 |
Cash flows from financing activities |
|
|
Net cash inflow from drawdown of bank loans |
60 |
225 |
Interest and cumulative preference share dividends paid |
(522) |
(379) |
Ordinary shares bought back |
(2,873) |
- |
Dividends paid |
(276) |
(247) |
Net cash outflow from financing activities |
(3,611) |
(401) |
Increase in cash at bank |
883 |
105 |
Exchange movements |
(3) |
(36) |
Cash at bank at start of period |
728 |
962 |
Cash at bank at end of period |
1,608 |
1,031 |
* Cash from operating activities includes dividends received of
Notes to the condensed Financial Statements (unaudited)
1 Basis of accounting
The condensed Financial Statements for the six months to 31 March 2024 comprise the statements set out above together with the related notes below. They have been prepared in accordance with FRS 104 'Interim Financial Reporting' and the AIC's Statement of Recommended Practice issued in July 2022. They have not been audited or reviewed by the auditor pursuant to the Auditing Practices Board Guidance on 'Review of Interim Financial Information'. The condensed Financial Statements for the six months to 31 March 2024 have been prepared on the basis of the same accounting policies as set out in the Company's Annual Report and Financial Statements at 30 September 2023.
Going concern
The Directors have considered the Company's principal risks and uncertainties, as set out at the end of this announcement, together with the Company's current position, investment objective and policy, the level of demand for the Company's shares, the nature of its assets, its liabilities and projected income and expenditure. The Board has, in particular, considered the ongoing impact of geopolitical and macroeconomic challenges. The Company's assets, the majority of which are investments in listed securities which are readily realisable, exceed its liabilities significantly. The Board approves borrowing and gearing limits and reviews regularly the amounts of any borrowing and the level of gearing as well as compliance with borrowing covenants. The Company has continued to comply with the investment trust status requirements of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) Regulations 2011. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing these condensed Financial Statements and confirm that they are not aware of any material uncertainties which may affect the Company's ability to continue to do so over a period of at least twelve months from the date of approval of these condensed Financial Statements.
2 Financial information
The financial information contained within the Interim Financial Report does not constitute statutory accounts as defined in sections 434 to 436 of the Companies Act 2006. The financial information for the year ended 30 September 2023 has been extracted from the statutory accounts which have been filed with the Registrar of Companies. The Auditors' Report on those accounts was not qualified, did not include a reference to any matters to which the Auditors drew attention by way of emphasis without qualifying their report, and did not contain statements under sections 498(2) or (3) of the Companies Act 2006.
3 Investment management fee
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford & Co, has been appointed by the Company as its Alternative Investment Fund Manager and Company Secretary. Baillie Gifford & Co Limited has delegated the investment management services to Baillie Gifford & Co.
The Management Agreement can be terminated on three months' notice. The annual management fee is 0.70% on the first
4 Net return per ordinary share
|
Six months to £'000 |
Six months to £'000 |
Year to £'000 |
Revenue return on ordinary activities after taxation |
254 |
398 |
440 |
Capital return on ordinary activities after taxation |
14,953 |
19,589 |
9,132 |
Total net return |
15,207 |
19,987 |
9,572 |
Weighted average number of ordinary shares in issue |
61,299,161 |
61,815,632 |
61,815,632 |
The net return per ordinary share figures are based on the above totals of revenue and capital and the weighted average number of ordinary shares in issue (excluding treasury shares) during each period.
There are no dilutive or potentially dilutive shares in issue.
5 Dividends
|
Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
Year to 2023 (audited) £'000 |
Amounts recognised as distributions in the period: |
|
|
|
Previous year's final dividend of 0.45p (2023 - 0.40p) paid 8 February 2024 |
276 |
247 |
247 |
Amounts paid and payable in respect of the period: |
|
|
|
Final dividend (2023 - 0.45p) |
- |
- |
276 |
6 Fair Value Hierarchy
The Company's investments are financial assets held at fair value through profit or loss. The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through profit or loss are measured is described below. The levels are determined by the lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment in its entirety.
Level 1 - using unadjusted quoted prices for identical instruments in an active market;
Level 2 - using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and
Level 3 - using inputs that are unobservable (for which market data is unavailable).
An analysis of the Company's financial asset investments based on the fair value hierarchy described above is shown below.
Investments held at fair value through profit or loss
As at 31 March 2024 |
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Listed equities |
163,157 |
- |
- |
163,157 |
Unlisted securities |
- |
- |
9,203 |
9,203 |
Total financial asset investments |
163,157 |
- |
9,203 |
172,360 |
As at 30 September 2023 (audited) |
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
Listed equities |
151,847 |
- |
- |
151,847 |
Unlisted securities |
- |
- |
9,650 |
9,650 |
Total financial asset investments |
151,847 |
- |
9,650 |
161,497 |
The fair value of listed security investments is bid price or, in the case of FTSE 100 constituents and holdings on certain recognised overseas exchanges, last traded price. Listed Investments are categorised as Level 1 if they are valued using unadjusted quoted prices for identical instruments in an active market and as Level 2 if they do not meet all these criteria but are, nonetheless, valued using market data. Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the Managers. The Managers' unlisted investment policy applies methodologies consistent with the International Private Equity and Venture Capital Valuation guidelines ('IPEV'). These methodologies can be categorised as follows: (a) market approach (multiples, industry valuation benchmarks and available market prices); (b) income approach (discounted cash flows); and (c) replacement cost approach (net assets). The Company's holdings in unlisted investments are categorised as Level 3 as unobservable data is a significant input to their fair value measurements.
7 Bank loans
The Company has a 3 year
8 Cumulative preference shares
Long term creditors include 250,000 5% cumulative preference shares of
9 Provision for tax liability
The tax liability provision at 31 March 2024 of nil (30 September 2023 -
10 Share capital: allotted, called up and fully paid
|
At 31 March 2024 |
At 30 September 2023 (audited) |
||
Number |
£'000 |
Number |
£'000 |
|
Ordinary shares of 10p each in issue |
60,491,865 |
6,049 |
61,815,632 |
6,182 |
Ordinary shares of 10p each held in treasury |
7,102,130 |
711 |
5,778,363 |
578 |
|
67,593,995 |
6,760 |
67,593,995 |
6,760 |
In the six months to 31 March 2024, the Company bought back 1,323,767 ordinary shares into treasury at a total cost of
At 31 March 2024 the Company had authority remaining to buy back 8,711,985 ordinary shares on an ad hoc basis as well as a general authority to issue shares and an authority to issue shares or sell shares from treasury on a non pre-emptive basis up to an aggregate nominal amount of
11 Related party transactions
There have been no transactions with related parties during the first six months of the current financial year that have materially affected the financial position or the performance of the Company during that period and there have been no changes in the related party transactions described in the last Annual Report and Financial Statements that could have had such an effect on the Company during that period.
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Principal risks and uncertainties
The principal and emerging risks facing the Company are: the risk that the Company's strategy and business model are unsuccessful in achieving its investment objective; discount/premium risk; financial risk; gearing risk; operational risk; custody and depositary risk; climate and governance risk; political and associated economic risk; and regulatory risk. An explanation of these risks and how they are managed is set out on pages 41 to 45 of the Company's Annual Report and Financial Statements for the year to 30 September 2023 which is available on the Company's website: keystonepositivechange.com. The principal risks and uncertainties have not changed materially since the date of that report.
‡ Neither the contents of the Managers' website nor the contents of any website accessible from hyperlinks on the Managers' website (or any other website) is incorporated into, or forms part of, this announcement.
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
The Interim Financial Report will be available on the Company's page of the Managers' website keystonepositivechange.com‡ on or around 15 May 2024.
Third party data provider disclaimer
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MSCI index data
Source: MSCI. The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an 'as is' basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the 'MSCI Parties') expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (msci.com)
Glossary of terms and alternative performance measures ('APM')
Total assets
This is the Company's definition of Adjusted Total Assets, being the total value of all assets held less all liabilities (other than liabilities in the form of borrowings).
Net asset value
When a Company's borrowings are all short-term, flexible facilities, Net Asset Value (NAV) equates to shareholders' funds, being the value of all assets held less all liabilities (including borrowings). Per share amounts are calculated by dividing the relevant figure by the number of ordinary shares in issue (excluding shares held in treasury). For the current period, the difference between borrowings at book value, borrowings at par and borrowings at market value is negligible and no reconciliation between NAV at book/par value and NAV at fair value is provided, as the NAV per share is the same on both bases. For the year to 30 September 2023, a reconciliation is provided below, as the NAV per share differs by 0.1p owing to roundings.
Net asset value per share (APM)
|
|
At 31 March
|
At 30 September |
Shareholders' funds (net assets) |
a |
|
|
Ordinary shares in issue (excluding treasury shares) |
b |
60,491,865 |
61,815,632 |
Net asset value per share ('NAV') |
(a ÷ b x 100) |
262.3p |
237.2p |
|
|
|
At 30 September |
Shareholders' funds (net assets) |
|
|
|
Add back: debt at book/par |
|
|
|
Less: debt at market value |
|
|
( |
Net asset value with debt at market value |
|
a |
|
Ordinary shares in issue (excluding treasury shares) |
|
b |
61,815,632 |
Net asset value per share ('NAV') with debt at market value |
|
(a ÷ b x 100) |
237.3p |
Discount/Premium (APM)
An investment trust's share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting the NAV per share from the share price and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium.
|
|
At 31 March
|
At 30 September |
Net asset value per ordinary share |
a |
262.3p |
237.3p |
Share price |
b |
231.0p |
204.0p |
(Discount)/premium |
(b-a) ÷ a expressed as a percentage |
(11.9%) |
(14.0%) |
Net liquid assets
Net liquid assets comprises current assets less current liabilities excluding borrowings.
Total return (APM)
The total return is the return to shareholders after reinvesting the net dividend on the date that the share price goes ex-dividend. In periods where no dividend is paid, the total return equates to the capital return.
|
|
31 March NAV |
31 March Share price |
30 September 2023 NAV |
30 September 2023 Share price |
Closing NAV/price per share |
a |
262.3p |
231.0p |
237.3p |
204.0p |
Dividend adjustment factor* |
b |
1.001775 |
1.00203 |
1.00166 |
1.00914 |
Adjusted closing NAV/price per share |
c = a x b |
262.8p |
231.5p |
237.7p |
204.4p |
Opening NAV/price per share |
d |
237.3p |
204.0p |
222.2p |
192.8p |
Total return |
(c ÷ d) -1 |
10.7% |
13.5% |
7.0% |
6.0% |
* The dividend adjustment factor is calculated on the assumption that the dividends paid by the Company during the period were reinvested into shares of the Company at the cum income NAV/share price at the relevant ex-dividend date.
Active share (APM)
Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an active share of zero indicates a portfolio that tracks the index.
Treasury shares
The Company has the authority to make market purchases of its ordinary shares for retention as treasury shares for future reissue, resale, transfer, or for cancellation. Treasury shares do not receive distributions and the Company is not entitled to exercise the voting rights attaching to them.
Private (unlisted) company
A private or unlisted company means a company whose shares are not available to the general public for trading and are not listed on a stock exchange.
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders' assets is called 'gearing'. If the Company's assets grow, the shareholders' assets grow proportionately more because the debt remains the same. But if the value of the Company's assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Gross gearing, also referred to as potential gearing is the Company's borrowings expressed as a percentage of shareholders' funds (a ÷ c in the table below).
Net gearing, also referred to as invested gearing is borrowings at book value less cash and cash equivalents (any certificates of deposit are not deducted) and brokers' balances expressed as a percentage of shareholders' funds (b ÷ c in the table below).
|
|
31 March |
30 September 2023 |
Borrowings (at book cost) |
a |
|
|
Less: cash and cash equivalents |
|
( |
( |
Less: sales for subsequent settlement |
|
- |
- |
Add: purchases for subsequent settlement |
|
50 |
- |
Adjusted borrowings |
b |
|
|
Shareholders' funds |
c |
|
|
Gross gearing |
a ÷ c |
9.6% |
10.6% |
Net gearing |
b ÷ c |
8.6% |
10.1% |
- Ends -
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