TIDMSOI

RNS Number : 0183S

Schroder Oriental Income Fund Ltd

11 November 2021

ANNUAL REPORT AND ACCOUNTS

Schroder Oriental Income Fund Limited (the "Company") hereby submits its Annual Report and Accounts for the year ended 31 August 2021, as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.

The Company's Annual Report and Accounts for the year ended 31 August 2021 are also being published in hard copy format and an electronic copy will shortly be available to download from the Company's webpages www.schroders.co.uk/orientalincome . Please click on the following link to view the document:

http://www.rns-pdf.londonstockexchange.com/rns/0183S_1-2021-11-10.pdf

The Company has submitted its Annual Report and Accounts to the National Storage Mechanism, and it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Matthew Riley

Schroder Investment Management Limited

Tel: 020 7658 6596

________________________________________________________________________________________________________________________

Chairman's Statement

Dear Shareholder

It is with pleasure that I present my report for the financial year to 31st August 2021.

The year saw strong performance, both in absolute terms and relative to the reference index. However, it was very much a year of two halves. The first six months saw strong gains in equity markets across the globe and Asia was no exception. Immense fiscal and monetary stimulus combined last autumn with the roll out of vaccines to drive strong reflationary gains in equities. The Company's net asset value (NAV) total return for the first six months was 20.6%. The second six months saw NAV total return gains of 1.2% which brought the total return for the year to 21.9%. This more muted return in the second half reflected growing unease in markets regarding Chinese social and economic policy, Asia's slower vaccine programmes and some tempering of economic growth as lockdowns persisted in the region.

Equity markets may have risen on a tide that floated all boats but, encouragingly, the Investment Manager's approach saw significant outperformance of the reference index: the MSCI Pacific ex Japan total return index in Sterling terms rose by 12.3% during the financial year; and the Company's NAV grew by 17.4%. This outperformance was derived from a number of factors including the notable underweight to the Chinese market and the absence from the portfolio of the once highly rated Chinese internet names. However, I believe that it is primarily a reflection of the inherent strengths of the Manager's approach, where the paramount concern is to invest in quality companies with sustainable and growing earnings. This approach has served shareholders well for the last sixteen years, continued to do so through the choppy waters of the pandemic and is likely to remain as valid as ever in the future.

Whilst Asian economic growth may have slowed since the spring, the long term outlook and growth themes for the region remain intact. However, the change in "tone" from the Chinese authorities suggests that some of the best opportunities may well, in the near-term, lie elsewhere in the region. The Company's mandate allows for flexibility to invest across a wide range of markets and companies of all sizes. It does seem likely that some of the smaller Asian markets may benefit from policy shifts in China. The Company and Schroders investment team are well placed to grasp those opportunities.

The initial reaction from many companies to the economic uncertainty created by the pandemic was to cut or even cease dividend payments. Furthermore, in some sectors, such as banking or insurance, this was mandated by regulators. Subsequently, as confidence has returned and economies stabilised, so dividend payments have gradually resumed. That said, many companies have sought to ensure that they have a bird in the hand, in the form of earnings growth, before they have had the confidence to increase investor payouts significantly. So there are lags in the system and that, last year, was why your Board was willing to use a small amount of the Company's reserves to maintain the dividend that we pay to our Shareholders. This year, earnings growth is back in most sectors and the outlook continues to improve. So we are delighted to have been able to increase our dividend to our Shareholders to 10.50 pence per share, the 16th year of dividend growth for Shareholders, funded both by earnings, and a small contribution from the revenue reserve. That the dividend has grown for such a prolonged period, accompanied by strong capital growth (in excess of the index returns from the region) is testament to Schroders' approach and capabilities.

Our performance has been strong in absolute terms, relative to the reference index and against our peers. However, the sector has generally traded at a discount to NAV and SOIF is no exception. As buy-backs at a discount are accretive to Shareholder value, we have been more than willing to repurchase shares when there is a clear imbalance in the market. During the year the Company repurchased 2,800,000 shares at an average discount of 5.0%, and a further 2,325,000 shares at an average discount of 4.2% have been repurchased since the financial year end.

Earlier in my statement, I referred to the fact that the Manager's approach is to identify companies with sustainable and growing earnings. Unsurprisingly, to gain confidence that any company has earnings that are sustainable requires consideration of a wide range of factors, including those related to governance, social impact and environment. Thus "ESG" has been an inherent part of the Company's DNA since long before the recent trend towards "sustainable investment". This Company does not set out its stall as a "sustainable fund" but these factors are hugely important in the construction of our portfolio and I would encourage you to read the report on page 13 of the 2021 Annual Report which addresses how the Manager's investment philosophy and process integrates ESG factors. In this, our direct portfolio management team of Richard Sennitt and Abbas Barkhordar explain how the wider Schroders team supports their specific investment decision making for this Company.

The transition to Richard and Abbas from Matthew Dobbs at the turn of the year has been very successful and it is evident to the Board that we have the full benefits of continuity alongside fresh eyes.

I am also delighted to welcome Isabel Liu as a director. Isabel brings a wealth of experience and a different perspective to the Board and we very much look forward to her contribution over the coming years.

In my last report, in the late spring, I wondered whether markets might benefit from "a pause that refreshes". Asian markets have most certainly paused in the subsequent months. Of course, we are always subject to short term vagaries: investor sentiment, markets and politics to name just a few. However, the fundamental premise of the Company remains as sound today as it was when Matthew Dobbs pioneered the idea in 2005. The Board remains confident that shareholders will see further growing income alongside capital growth over the medium to long term.

In closing, it is clear that business is now finally getting back to face-to-face meetings. I hope to meet as many of you as possible over the coming year. Accordingly, I would encourage you to attend the Company's Annual General Meeting. This is being held at 2pm on 15th December at Schroders' offices in London where my board colleagues, the Investment Manager and I would be delighted to meet you and

answer any questions that you may have. In addition, a shareholder focused webinar will be presented by the portfolio manager on 1 December 2021 at 11.30 am. To register please visit https://www.schroders.co.uk/orientalincome.

Manager's Review

The net asset value per share of the company recorded a total return of +21.9% over the twelve months to end August 2021. Four interim dividends have been declared totalling 10.50 pence (10.30 pence last year).

As the chart in the 2021 Annual Report illustrates, equity markets made strong progress through the latter part of last year and the start of 2021, buoyed by improving earnings revisions, expectations of greater fiscal stimulus following the US elections, strong liquidity, a weakening dollar and progress on the development of a number of vaccines for COVID-19. However, in the second half of the period Asian markets lagged global markets. This was in large part due to a significant increase in regulatory announcements coming out of China. Although the biggest market impact was felt amongst the 'internet' names, regulations also impacted a number of other sectors with the authorities becoming much more vocal with regard to 'common prosperity'. Further outbreaks of COVID across the region added to volatility given the relatively low levels of vaccinations compared to some Western economies.

The divergence of returns across the regional markets continued to be high with technology-heavy Korea and Taiwan both up strongly over the period, benefiting from upward earnings revisions driven by ongoing strong export demand for semiconductors and technology products. Australia and Singapore also performed well, aided by a strong recovery in the financials and materials sectors. Of the larger markets, China was the clear underperformer. It started the period robustly as growth names did well, but a marked increase in regulation across a number of sectors impacted the market. Although bouts of regulation in China are not unusual, and areas such as financial stability and national security have always been heavily regulated, there was a significant increase in policy announcements associated with promoting the government's 'common prosperity' agenda. This led to a broad-based sell-off. Smaller ASEAN markets continued to lag, in part hampered by concerns over their relatively low vaccination rates combined with further

outbreaks of COVID.

Sector returns across the region also saw a large spread of returns, in part reflecting the recovery in growth seen globally. More economically sensitive sectors such as information technology, materials and industrials as well as some financials did well. Although some of the defensive long duration names in sectors such as healthcare and staples did lag, towards the end of the period we did see some of the more thematic growth names do well as people questioned whether global growth had peaked. The consumer discretionary sector was the worst performing sector in large part due to its heavy weighting in some of the low yielding Chinese e-commerce names which were at the forefront of new regulatory announcements.

Although the broad backdrop points to a recovery in earnings this year, the dividend payment picture across the period was more mixed given its tendency to lag that of earnings. In general, North Asian payments were relatively more robust reflecting the better economic backdrop and exposure to sectors that had not been hit as hard by COVID, such as technology stocks. Financials generally through 2020 were impacted by falling interest rates and uncertainty over credit costs relating to COVID, which, together with regulatory limits imposed on shareholder returns in some countries, saw the sector under pressure from a dividend perspective. This resulted in dividend cuts for financials in a number of markets including Singapore and Australia, although as growth has started to recover these restrictions have started to be lifted and dividends raised. The other headwind for dividends has been the uncertainty over the pace of any recovery given second and third waves of COVID globally, as well as flare-ups regionally, which have resulted in sporadic localised lockdowns, all of which unsurprisingly has prioritised caution. In Taiwan for instance an outbreak did see a number of AGMs being postponed resulting in a delay to some companies' payments of dividends.

Positioning and Performance

The Company's positive NAV total return of 21.9% over the period compared favourably with that of the reference benchmark which rose 12.3% over the period. The increased expectations for a global recovery benefitted the fund as it saw earnings revisions broaden out from a narrow set of growth names. This saw our stock selection in and allocations to Korea and Taiwan adding value, helped by our overweight positions in information technology. Stock selection in Australia and New Zealand contributed positively thanks to overweights in the diversified resource and other materials companies. The other major contributor to relative performance was the significant underweight to China where the regulatory clampdown impacted returns. Here the internet names (where we don't have any exposure as they pay little or no dividend) bore the brunt of this. In Singapore, stock selection was a headwind with many of the Real Estate Investment Trust ("REIT") names lagging as rate expectations ticked up and ongoing impacts of COVID delayed 'normalisation', which was also the case with Macau gaming which detracted given the delays to the opening up of international travel. The underweights to the smaller markets of Malaysia, Indonesia and the Philippines as well as overweight Singapore were positive.

The geographic exposure in the Company's portfolio continues to be mainly spread between Taiwan, Hong Kong, Australia, Korea, China and Singapore. China remains a substantial underweight but is, in part, offset by the overweight to Hong Kong. Moves over the period have tended to take advantage of the increased valuation spread that we saw through last year, reducing those stocks that performed particularly strongly and now look more fully valued in favour of those names that have lagged and look more attractive from a valuation perspective. This involved adding to financials, including in some of the South East Asian markets such as Thailand and Indonesia, and taking profits on some of the more growth orientated names in North Asia that had done particularly well, including some of the information technology names. However, increased volatility during the latter part of the period, in part due to ongoing COVID disruptions, did provide some opportunity to add back to attractive names in the sector. Information technology remains the biggest sectoral exposure in the fund. Real estate also remains an important exposure, but we have taken a very selective approach both in terms of the nature of the underlying asset and also balance sheet strength. For instance, our Hong Kong exposure is predominantly to the commercial property companies who are growing their China portfolios, rather than the residential developers. During the period we took some profits in property names that had outperformed, rotating into some financials that had lagged.

Investment Outlook

Asian markets have lagged global ones over the last year. In part this has been driven by what's going on in China both from a regulatory and economic perspective. Regulatory announcements have accelerated to encompass more and more areas of the economy with the mention of 'common prosperity' becoming increasingly common in speeches and the press. This is being driven by concerns over growing inequality being seen across China, where growth may have all but eliminated 'extreme poverty', but the spoils of that growth are not being shared equally. Many of the measures that have been announced are looking to address this and in particular rebalance the benefits of growth towards labour and SMEs and reduce the 'costs' of property, education and healthcare for ordinary people. Although many of these objectives are laudable, for us as investors, the increased regulatory uncertainty makes it harder to assess the future returns that a business can potentially make and, therefore, what valuation we should attach to it. Thus far the direct impact has been mainly on areas of the market where little is available in the way of income such as the internet and education sectors but more recently concerns have arisen in areas including Macau gaming (which saw us selling our Macau name post Company year end) and property stocks. Although we don't believe that the authorities are seeking to eliminate the profitability of the private sector or indeed stop foreign investment into China, it does leave us circumspect in our approach there until we get greater clarity. We are of course still looking for new opportunities that are relatively unaffected by the regulatory changes but have been unfairly caught up in its fallout.

Outside of regulation in China there continue to be concerns over the indebtedness of some property companies, especially the residential developer Evergrande. Given the closed capital account and that the state effectively controls the banks and state owned developers, we believe the issue is manageable. However, policy error remains a risk given the importance of property to GDP and that, unlike many other countries, China has been deliberately keeping policy relatively tight post the COVID crisis. Therefore, given China's economy is slowing, we would expect to see some easing going forward.

Elsewhere in the region there continue to be signs of shortages and rising costs, so a company's ability to pass through cost pressures is key. With price rises being seen globally in many areas, the question of whether inflation will be transitory or more structural remains and it is likely that we will see renewed concerns over tightening and tapering going forward. Although most economies in Asia remain better placed than in 2013 when we last saw a prolonged tapering episode, valuations in some 'high growth' areas may come under scrutiny. Perhaps the biggest risk of rising prices, especially energy costs, is that they have a greater impact on consumer spending than currently expected thus reducing demand for Asian products. In the information technology sector we continue to see some strong long term drivers for growth around digitisation and the roll out of 5G and the 'Internet of Things' but in the near term some areas have disproportionately benefitted from increased demand for product in areas such as work from home.

Whilst vaccination rates for many Asian countries have lagged those of the likes of the UK, we have more recently seen rates increase materially and in some cases surpass that of the UK. Hopefully, this will allow economies to increasingly open up as we go into next year which, aside from the humanitarian benefit, should reduce the number of lockdowns and lost output as well as bringing benefits to countries more dependent on tourism, such as Thailand.

Looking at dividends more broadly, although earnings are recovering there is still some uncertainty as to where near term payments will go given the path of COVID, especially for companies that benefit from increased mobility. However, we still believe that in most cases this is more a matter of timing rather than these companies' ability to pay. Where dividends had been squeezed in places such as Australia, we have seen payments resume or tick up and in Singapore the banks that had been previously restricted have been allowed to raise their dividends from last year's levels. From an overall fund distribution perspective, the other dynamic to be cognisant of is Sterling whose direction will obviously impact the size of translated dividends, with a stronger Sterling acting as a headwind. Still, it should not be forgotten that overall payout ratios in Asia do not look extended versus some other markets and corporates in Asia remain relatively lowly geared. Furthermore, it should also be remembered that whilst inflation rising faster than expected is not great for equities in the short-term, longer term real asset income sources should look attractive versus the 'return-free risk' that is fixed income.

To conclude, markets have recovered materially from their COVID lows in part due to the recovery that has been seen in global growth. So although markets are trading above their long term average aggregate historic valuations, this reflects the fact that earnings have been revised up significantly during the course of 2021. In the near term we believe further upside to the market is relatively limited given the ongoing regulatory overhang, where valuations sit and given we are at or close to maximum monetary and fiscal accommodation. However, this remains at an aggregate level and when we look across the different industries and sectors there is a much wider range of valuations on offer, as well as a number of companies with attractive and growing distributions. Therefore, a focus on attractive bottom up ideas, in our view, remains essential.

Schroder Investment Management Limited

10 November 2021

Principal risks and uncertainties

The Board is responsible for the Company's system of risk management and internal control and for reviewing its effectiveness. The Board has adopted a detailed matrix of principal risks affecting the Company's business as an investment trust and has established associated policies and processes designed to manage and, where possible, mitigate those risks, which are monitored by the Audit and Risk Committee on an ongoing basis. This system assists the Board in determining the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives. Both the principal risks and the monitoring system are also subject to robust review at least annually. The last assessment took place in November 2021.

Although the Board believes that it has a robust framework of internal controls in place this can provide only reasonable, and not absolute, assurance against material financial misstatement or loss and is designed to manage, not eliminate, risk.

Actions taken by the Board and, where appropriate, its committees, to manage and mitigate the Company's principal risks and uncertainties are set out in the table below. The arrows in the Change column indicate if the Board thinks the risk has increased, decreased or stayed the same during the year.

Emerging risks and uncertainties

During the year, the Board also discussed and monitored a number of risks that could potentially impact the Company's ability to meet its strategic objectives. The most significant was climate change risk. The Board has determined that this risk is worthy of close monitoring.

Climate change risk includes how climate change could affect the Company's investments, and potentially shareholder returns. The Board notes the Manager has integrated ESG considerations, including climate change, into the investment process. The Board will continue to monitor this as an emerging risk.

*The "Change" column on the right highlights at a glance the Board's assessment of any increases or decreases in risk during the year after mitigation and management. The arrows show the risks as increased or decreased, and dashes show risks as stable.

 
Risk                                  Mitigation and management               Change (post 
                                                                               mitigation 
                                                                               and management)* 
Investment management 
 
 The Manager's investment strategy      Review of the Manager's compliance                 - 
 and levels of resourcing,              with agreed investment restrictions, 
 if inappropriate, may result           investment performance and 
 in the Company underperforming         risk against investment objectives 
 the market and/or peer group           and strategy; relative performance; 
 companies, leading to the              the portfolio's risk profile; 
 Company and its objectives             and whether appropriate strategies 
 becoming unattractive to investors.    are employed to mitigate any 
                                        negative impact of substantial 
                                        changes in markets. The Manager 
                                        also reported on the impact 
                                        of COVID-19 on the Company's 
                                        portfolio, and the market 
                                        generally. 
 
                                        Annual review of the ongoing 
                                        suitability of the Manager, 
                                        including resources and key 
                                        personnel risk. 
 
                                        Regular review of NAV and 
                                        share price performance including 
                                        discount against the peer 
                                        group. The Manager and Corporate 
                                        Broker monitor discount/premium 
                                        and Board considers this at 
                                        each meeting. 
Environmental, social and 
 governance ("ESG") 
 
 Underestimating the increasing         The Manager has implemented                     é 
 impact of ESG factors on investment    a comprehensive ESG policy 
 performance, and potentially           which is outlined in detail                   Scrutiny of 
 demand for the Company's shares.       on pages 13 to 16 of the 2021                 ESG issues 
                                        Annual Report . The Manager                 has increased, 
                                        reports on its ESG engagement                together with 
                                        at regular board meetings.                   the potential 
                                        The Board ensures that ESG                   for these to 
                                        factors are incorporated into                 affect the 
                                        reports to shareholders.                   value of invested 
                                                                                      companies. 
Strategic 
 
 The Company's investment objectives    The appropriateness of the                         - 
 may become out of line with            Company's investment mandate 
 the requirements of investors,         and the long-term investment 
 resulting in a wide discount           strategy is periodically reviewed 
 of the share price to underlying       and the success of the Company 
 NAV per share.                         in meeting its stated objectives 
                                        is monitored. 
 
                                        Share price relative to NAV 
                                        per share is monitored by 
                                        the Board as a key performance 
                                        indicator and is reviewed 
                                        against the Company's peers 
                                        on a regular basis. The use 
                                        of buy back authorities is 
                                        considered on a regular basis. 
                                        The Manager and Corporate 
                                        Broker monitor market feedback 
                                        and the Board considers this 
                                        at each quarterly meeting. 
 
                                        Marketing and distribution 
                                        activity is actively reviewed. 
 
                                        Proactive engagement with 
                                        shareholders. 
The Company's cost base could         The Board reviews income forecast                   - 
 become uncompetitive against          at each meeting. 
 its peer group and against 
 open-ended alternatives               The Board approves significant 
                                       non-routine expenses. 
 
                                       The Management Engagement 
                                       Committee reviews fees paid 
                                       to the Manager at least annually. 
 
                                       Ongoing monitoring of fees 
                                       charged by other service providers 
                                       takes place alongside an annual 
                                       review of the Company's Ongoing 
                                       Charges figure*. 
Political 
 
 Political developments globally        The Board monitored key political               é 
 might materially affect the            developments, including the 
 ability of the Company to              potential impact of Brexit              Political developments, 
 achieve its investment objective.      and noted that the portfolio's               including in 
                                        investments in the Asia Pacific             China prompted 
                                        region limited the direct                     an increase 
                                        impact from Brexit other than                in the level 
                                        through shareholders' exposure               of this risk. 
                                        principally to exchange rate 
                                        fluctuations against sterling. 
 
                                        The Board also monitored key 
                                        political developments in 
                                        the Asia Pacific region including 
                                        US/China tension, the political 
                                        situation in Hong Kong, Taiwan 
                                        and Singapore, and political 
                                        developments in mainland China. 
 
                                        The Board and the portfolio 
                                        manager periodically meet 
                                        with the Manager's economists 
                                        to gauge the likelihood and 
                                        impact of certain political 
                                        changes. 
Financial and currency 
 
 The Company is exposed to              The risk profile of the portfolio               Ü 
 the effect of market and currency      is considered and appropriate 
 fluctuations due to the nature         strategies to mitigate any                    The extreme 
 of its business. A significant         negative impact of substantial             market volatility 
 fall in underlying corporate           changes in markets or currency                seen during 
 earnings and/or equity markets         are discussed with the Manager.            the early stages 
 could have an adverse impact                                                       of the Covid-19 
 on the market value of the             The Manager seeks to invest                  pandemic has 
 Company's underlying investments       in companies with strong balance          subsided, prompting 
 and, as the Company invests            sheets.                                       a reduction 
 predominantly in assets which                                                        in this the 
 are denominated in a range             The Company has no formal                    level of this 
 of currencies, its exposure            policy of hedging currency                       risk. 
 to changes in the exchange             risk but may use foreign currency 
 rate between sterling and              borrowings or forward foreign 
 other currencies has the potential     currency contracts to limit 
 to have a significant impact           exposure. 
 on returns and the sterling 
 value of dividend income from 
 underlying investments. 
Gearing and leverage 
 
 The Company utilises credit            Gearing is monitored and strict                    - 
 facilities. These arrangements         restrictions on borrowings 
 increase the funds available           are imposed: gearing continues 
 for investment through borrowing.      to operate within pre-agreed 
 While this has the potential           limits so as not to exceed 
 to enhance investment returns          25% of the Company's net assets. 
 in rising markets, in falling 
 markets the impact could be 
 detrimental to performance. 
Service provider 
 
 The Company has no employees           Service providers appointed                        - 
 and has delegated certain              subject to due diligence processes 
 functions to a number of service       and with clearly-documented 
 providers. Failure of controls,        contractual arrangements detailing 
 including as a result of fraud,        service expectations. 
 and poor performance of any 
 service provider, could lead           Regular reports are provided 
 to disruption, reputational            by key service providers and 
 damage or loss.                        the quality of their services 
                                        is monitored, including an 
                                        annual presentation to the 
                                        Audit and Risk Committee chair 
                                        and other directors from key 
                                        risk and internal controls 
                                        personnel at the Company's 
                                        main service providers. 
 
                                        Review of annual audited internal 
                                        controls reports from key 
                                        service providers, including 
                                        confirmation of business continuity 
                                        arrangements and IT controls, 
                                        is undertaken. Service providers 
                                        internal controls reports 
                                        continue to be robust, as 
                                        businesses gradually return 
                                        to physical workplaces. 
Cyber 
 
 The Company's service providers        Service providers report on                        - 
 are all exposed to the risk            cyber risk mitigation and 
 of cyber attacks. Cyber attacks        management at least annually, 
 could lead to loss of personal         which includes confirmation 
 or confidential information,           of business continuity capability 
 unauthorised payments or inability     in the event of a cyber attack. 
 to carry out operations in 
 a timely manner.                       In addition, the Board received 
                                        presentations from the Manager, 
                                        the registrar, and the safekeeping 
                                        agent and custodian on cyber 
                                        risk. 
 

Risk assessment and internal controls review by the Board

Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service providers, and ensures regular communication of the results of monitoring by such providers to the Audit and Risk Committee, including the incidence of significant control failings or weaknesses that have been identified at any time and the extent to which they have resulted in unforeseen outcomes or contingencies that may have a material impact on the Company's performance or condition.

No significant control failings or weaknesses were identified from the Audit and Risk Committee's ongoing risk assessment which has been in place throughout the financial year and up to the date of this report. The Board is satisfied that it has undertaken a detailed review of the risks facing the Company.

A full analysis of the financial risks facing the Company is set out in note 20 to the accounts on pages 57 to 62 of the 2021 Annual Report .

Viability statement

The directors have assessed the viability of the Company over a five year period, taking into account the Company's position at 31 August 2021 and the potential impact of the principal risks and uncertainties it faces for the review period. They have also reviewed the impact of the COVID-19 pandemic on the Company as further detailed in the Chairman's Statement, and Manager's Review sections of this report. The directors have assessed the Company's operational resilience and they are satisfied that the Company's outsourced service providers will continue to operate effectively, following the implementation of their business continuity plans.

A period of five years has been chosen as the Board believes that this reflects a suitable time horizon for strategic planning, taking into account the investment policy, liquidity of investments, potential impact of economic cycles, nature of operating costs, dividends and availability of funding.

In its assessment of the viability of the Company, the directors have considered each of the Company's principal risks and uncertainties detailed on pages 20 to 22 of the 2021 Annual Report and in particular the impact of a significant fall in regional equity markets on the value of the Company's investment portfolio. The directors have also considered the Company's income and expenditure projections and the fact that the Company's investments comprise readily realisable securities which can be sold to meet funding requirements if necessary.

The directors have also considered a stress test which represents a severe but plausible scenario along with movement in foreign exchange rates. This scenario assumes a severe stock market collapse and/or exchange rate movements at the beginning of the five year period, resulting in a 50% fall in the value of the Company's investments and investment income and no subsequent recovery in either prices or income in the following five years. It is assumed that the Company continues to pay an annual dividend in line with current levels and that the borrowing facility remains available and remains drawn, subject to the gearing limit.

The Company's investments comprise highly liquid, large, listed companies and so its assets are readily realisable securities and could be sold to meet funding requirements or the repayment of the gearing facility should the need arise. There is no expectation that the nature of the investments held within the portfolio will be materially different in the future.

The operating costs of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position. Furthermore, the Company has no employees and consequently no redundancy or other employment related liabilities.

The Board reviews the performance of the Company's service providers regularly, including the Manager, along with internal controls reports to provide assurance regarding the effective operation of internal controls as reported on by their reporting accountants. The Board also considers the business continuity arrangements of the Company's key service providers.

The Board monitors the portfolio risk profile, limits imposed on gearing, counterparty exposure, liquidity risk and financial controls at its quarterly meetings.

Although there continue to be regulatory changes which could increase costs or impact revenue, the directors do not believe that this would be sufficient to affect its viability.

The Board has assumed that the business model of a closed ended investment company, as well as the Company's investment objective, will continue to be attractive to investors. The directors also considered the beneficial tax treatment the Company is eligible for as an investment trust. If changes to these taxation arrangements were to be made it would affect the viability of the Company to act as an effective investment vehicle.

Based on the above the directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period of their assessment.

Going concern

The directors have assessed the principal risks, the impact of the emerging risks and uncertainties and the matters referred to in the viability statement. Based on the work the Directors have performed, they have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the period assessed by the Directors, being the period to 10 November 2022 which is at least 12 months from the date the financial statements were authorised for issue.

By order of the Board

Schroder Investment Management Limited

Company Secretary

10 November 2021

Statement of Directors' Responsibilities

in respect of the Annual Report and Accounts

The directors are responsible for preparing the financial statements in accordance with applicable Guernsey law and generally accepted accounting principles.

Guernsey company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors should:

   -        select suitable accounting policies, and apply them consistently; 

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in International Financial Reporting Standards ("IFRS") is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance;

- state that the Company has complied with IFRS, subject to any material departures disclosed and explained in the financial statements;

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

   -        make judgements and estimates that are reasonable and prudent. 

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with The Companies (Guernsey) Law, 2008 (as amended). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the directors, whose names and functions are listed on pages 24 and 25 of the 2021 Annual Report , confirms that, to the best of their knowledge:

- the financial statements, which have been prepared in accordance with IFRS as adopted by the European Union and with The Companies (Guernsey) Law, 2008 (as amended) and in accordance with the requirements set out above, and give a true and fair view of the assets, liabilities, financial position and the net return of the Company;

- the Strategic Review 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; and

- the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

So far as each of the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

By order of the Board

Paul Meader

Chairman

10 November 2021

Statement of Comprehensive Income

for the year ended 31 August 2021

 
                                            2021                           2020 
                                 Revenue   Capital     Total   Revenue    Capital      Total 
                                 GBP'000   GBP'000   GBP'000   GBP'000    GBP'000    GBP'000 
Gains/(losses) on investments 
 at fair value 
through profit or loss                 -   121,017   121,017         -   (33,379)   (33,379) 
Net foreign currency gains             -       395       395         -      3,536      3,536 
Income from investments           32,394       219    32,613    31,421        164     31,585 
Other income                           1         -         1        12          -         12 
------------------------------  --------  --------  --------  --------  ---------  --------- 
Total income/(loss)               32,395   121,631   154,026    31,433   (29,679)      1,754 
Management fee                   (1,584)   (3,697)   (5,281)   (1,355)    (3,163)    (4,518) 
Performance fee                        -   (5,636)   (5,636)         -          -          - 
Other administrative expenses    (1,033)       (5)   (1,038)   (1,051)        (4)    (1,055) 
------------------------------  --------  --------  --------  --------  ---------  --------- 
Profit/(loss) before finance 
 costs and taxation               29,778   112,293   142,071    29,027   (32,846)    (3,819) 
Finance costs                       (94)     (220)     (314)     (235)      (528)      (763) 
------------------------------  --------  --------  --------  --------  ---------  --------- 
Profit/(loss) before taxation     29,684   112,073   141,757    28,792   (33,374)    (4,582) 
Taxation                         (2,002)         -   (2,002)   (2,255)          -    (2,255) 
------------------------------  --------  --------  --------  --------  ---------  --------- 
Net profit/(loss) and 
 total comprehensive income       27,682   112,073   139,755    26,537   (33,374)    (6,837) 
------------------------------  --------  --------  --------  --------  ---------  --------- 
Earnings/(losses) per 
 share                            10.30p    41.70p    52.00p     9.86p   (12.40)p    (2.54)p 
 

The "Total" column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with IFRS. The "Revenue and Capital" columns represent supplementary information prepared under guidance issued by the Association of Investment Companies.

The Company does not have any income or expense that is not included in net profit for the year. Accordingly the "Net profit" for the year is also the "Total comprehensive income" for the year.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

Statement of Changes in Equity

for the year ended 31 August 2021

 
                                          Treasury     Capital 
                                   Share     share  redemption   Special    Capital    Revenue 
                                 capital   reserve     reserve   reserve   reserves    reserve      Total 
                                 GBP'000   GBP'000     GBP'000   GBP'000    GBP'000    GBP'000    GBP'000 
At 31 August 2019                212,786         -          39   150,374    267,230     31,375    661,804 
Issue of ordinary shares          21,561         -           -         -          -          -     21,561 
Repurchase of ordinary shares 
 into treasury                         -   (2,155)           -         -          -          -    (2,155) 
Net (loss)/profit                      -         -           -         -   (33,374)     26,537    (6,837) 
Dividends paid in the year             -         -           -         -          -   (27,674)   (27,674) 
------------------------------  --------  --------  ----------  --------  ---------  ---------  --------- 
At 31 August 2020                234,347   (2,155)          39   150,374    233,856     30,238    646,699 
Repurchase of ordinary shares 
 into treasury                         -   (7,345)           -         -          -          -    (7,345) 
Net profit                             -         -           -         -    112,073     27,682    139,755 
Dividends paid in the year             -         -           -         -          -   (27,690)   (27,690) 
------------------------------  --------  --------  ----------  --------  ---------  ---------  --------- 
At 31 August 2021                234,347   (9,500)          39   150,374    345,929     30,230    751,419 
------------------------------  --------  --------  ----------  --------  ---------  ---------  --------- 
 

Balance Sheet

at 31 August 2021

 
                                                        2021       2020 
                                                     GBP'000    GBP'000 
Non current assets 
Investments at fair value through profit or loss     774,425    672,184 
Current assets 
Receivables                                            6,881      5,234 
Cash and cash equivalents                             16,147     17,028 
-------------------------------------------------  ---------  --------- 
                                                      23,028     22,262 
-------------------------------------------------  ---------  --------- 
Total assets                                         797,453    694,446 
Current liabilities 
Payables                                            (46,034)   (47,747) 
-------------------------------------------------  ---------  --------- 
Net assets                                           751,419    646,699 
-------------------------------------------------  ---------  --------- 
Equity attributable to equity holders 
Share capital                                        234,347    234,347 
Treasury share reserve                               (9,500)    (2,155) 
Capital redemption reserve                                39         39 
Special reserve                                      150,374    150,374 
Capital reserves                                     345,929    233,856 
Revenue reserve                                       30,230     30,238 
-------------------------------------------------  ---------  --------- 
Total equity shareholders' funds                     751,419    646,699 
-------------------------------------------------  ---------  --------- 
Net asset value per share                            280.94p    239.28p 
 

These accounts were approved and authorised for issue by the Board of Directors on 10 November 2021 and signed on its behalf by:

Paul Meader

Director

Registered in Guernsey as a company limited by shares

Company registration number: 43298

Cash Flow Statement

for the year ended 31 August 2021

 
                                                           2021      2020 
                                                        GBP'000   GBP'000 
Operating activities 
Profit/(loss) before finance costs and taxation         142,071   (3,819) 
Add back net foreign currency gains                       (395)   (3,536) 
(Gains)/losses on investments at fair value through 
 profit or loss                                       (121,017)    33,379 
Net sales/(purchases) of investments at fair value 
 through profit or loss                                  16,858   (9,030) 
Increase in receivables                                 (1,719)     (194) 
Increase in payables                                      5,753        70 
Overseas taxation paid                                  (2,131)   (2,143) 
----------------------------------------------------  ---------  -------- 
Net cash inflow from operating activities before 
 interest                                                39,420    14,727 
----------------------------------------------------  ---------  -------- 
Interest paid                                             (310)     (767) 
----------------------------------------------------  ---------  -------- 
Net cash inflow from operating activities                39,110    13,960 
----------------------------------------------------  ---------  -------- 
Financing activities 
Bank loans drawn down                                         -    87,067 
Bank loans repaid                                       (5,304)  (80,351) 
Issue of ordinary shares                                      -    21,561 
Repurchase of ordinary shares into treasury             (6,402)   (2,155) 
Dividends paid                                         (27,690)  (27,674) 
----------------------------------------------------  ---------  -------- 
Net cash outflow from financing activities             (39,396)   (1,552) 
----------------------------------------------------  ---------  -------- 
(Decrease)/increase in cash and cash equivalents          (286)    12,408 
Cash and cash equivalents at the start of the year       17,028     5,043 
Effect of foreign exchange rates on cash and cash 
 equivalents                                              (595)     (423) 
----------------------------------------------------  ---------  -------- 
Cash and cash equivalents at the end of the year         16,147    17,028 
----------------------------------------------------  ---------  -------- 
 

Dividends received during the year amounted to GBP30,823,000 (2020: GBP30,561,000) and bond and deposit interest receipts amounted to GBP1,000 (2020: GBP14,000).

Notes to the Accounts

   1.         Accounting Policies 
   (a)        Basis of accounting 

The accounts have been prepared in accordance with the Companies Guernsey Law 2008 and International Financial Reporting Standards ("IFRS"), which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), together with interpretations of the International Accounting Standards and Standing Interpretations Committee approved by the International Accounting Standards Committee ("IASC"), that remain in effect and to the extent that they have been adopted by the European Union.

Where consistent with the requirements of IFRS, the Directors have sought to prepare the accounts on a basis compliant with presentational guidance set out in the statement of recommended practice for investment trust companies (the "SORP") issued by the Association of Investment Companies in October 2019.

The policies applied in these accounts are consistent with those applied in the preceding year.

The Company's share capital is denominated in sterling and this is the currency in which its shareholders operate and expenses are generally paid. The Board has therefore determined that sterling is the functional currency and the currency in which the accounts are presented. Amounts have been rounded to the nearest thousand.

The accounts have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation investments and derivative financial instruments held at fair value through profit or loss. The directors believe that the Company has adequate resources to continue operating for at least 12 months from the date of approval of these accounts. In forming this opinion, the directors have taken into consideration: the controls and monitoring processes in place; the Company's level of debt and other payables; the low level of operating expenses, comprising largely variable costs which would reduce pro rata in the event of a market downturn; and that the Company's assets comprise cash and readily realisable securities quoted in active markets. The principal accounting policies adopted are set out below.

   2.         Taxation 
   (a)        Analysis of tax charge for the year 
 
                                   2021                       2020 
                         Revenue  Capital    Total  Revenue  Capital    Total 
                         GBP'000  GBP'000  GBP'000  GBP'000  GBP'000  GBP'000 
Irrecoverable overseas 
 tax                       2,002        -    2,002    2,255        -    2,255 
-----------------------  -------  -------  -------  -------  -------  ------- 
Taxation for the year      2,002        -    2,002    2,255        -    2,255 
-----------------------  -------  -------  -------  -------  -------  ------- 
 

The Company became resident in the United Kingdom for tax taxation purposes, with effect from 1 September 2020. The Company has no corporation tax liability for the year ended 31 August 2021. For the year ended 31 August 2020 and prior years, the Company was resident in Guernsey for taxation, but was granted an exemption from Guernsey taxation, under the Income Tax (Exempt Bodies) Guernsey Ordinance 1989, for which it was charged an annual exemption fee of GBP1,200.

   (b)        Factors affecting tax charge for the year 

The tax assessed for the year ended 31 August 2021 is lower than the Company's applicable rate of corporation tax for that year of 19.0%. The factors affecting the tax charge for the year are as follows:

 
                                                           2021 
                                                Revenue   Capital     Total 
                                                GBP'000   GBP'000   GBP'000 
Net return before taxation                       29,684   112,073   141,757 
----------------------------------------------  -------  --------  -------- 
Net return before taxation multiplied by 
 the Company's applicable rate of corporation 
 tax for the year of 19.0%                        5,640    21,294    26,934 
Effects of: 
Capital returns on investments                        -  (23,068)  (23,068) 
Revenue not chargeable to corporation tax       (5,568)      (42)   (5,610) 
Tax relief on overseas tax suffered                   -         -         - 
Expenses disallowed                                   -         1         1 
Unrelieved expenses                                   -     1,772     1,772 
Double Tax Relief                                  (72)        43      (29) 
Irrecoverable overseas tax                        2,002         -     2,002 
----------------------------------------------  -------  --------  -------- 
Taxation for the year                             2,002         -     2,002 
----------------------------------------------  -------  --------  -------- 
 
   (c)        Deferred taxation 

The Company has an unrecognised deferred tax asset of GBP2,332,000 (2020: nil) based on a main rate of corporation tax of 25%. In its 2021 budget, the UK government announced that the main rate of corporation tax would increase to 25% for the fiscal year beginning on 1 April 2023.

The deferred tax asset has arisen due to the excess of deductible expenses over taxable income. Given the composition of the Company's portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the accounts.

The Company was granted status as an investment trust company by HMRC effective from 1 September 2020, and intends to continue to meet the conditions required to retain that status. Therefore, no provision has been made for deferred UK capital gains tax on any capital gains or losses arising on the revaluation or disposal of investments.

   3.         Dividends 

Dividends paid and declared

 
                                                         2021     2020 
                                                      GBP'000  GBP'000 
2020 fourth interim dividend of 4.60p (2019: 4.60p)    12,404   12,274 
First interim dividend of 1.90p (2020: 1.90p)           5,100    5,127 
Second interim dividend of 1.90p (2020: 1.90p)          5,097    5,138 
Third interim dividend of 1.90p (2020: 1.90p)           5,089    5,135 
----------------------------------------------------  -------  ------- 
Total dividends paid in the year                       27,690   27,674 
----------------------------------------------------  -------  ------- 
 
                                                         2021     2020 
                                                      GBP'000  GBP'000 
Fourth interim dividend declared of 4.80p (2020: 
 4.60p)                                                12,838   12,432 
----------------------------------------------------  -------  ------- 
 

Under the Companies (Guernsey) Law 2008, the Company may pay dividends out of both capital and revenue reserves, subject to passing a solvency test. However all dividends paid and declared to date have been paid, or will be paid, out of revenue profits. The Company has passed the solvency test for all dividends paid to date.

The fourth interim dividend declared in respect of the year ended 31 August 2020 differs from the amount actually paid due to shares repurchased and cancelled after the balance sheet date but prior to the share register record date.

Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 ("Section 1158")

The Company was granted status as an investment trust company by HMRC effective from 1 September 2020, and intends to continue to meet the minimum distribution requirements of Section 1158, in order to retain that status. Those requirements are considered on the basis of dividends declared in respect of the financial year as shown below. The revenue available for distribution by way of dividend for the year is GBP27,682,000.

 
                               2021 
                            GBP'000 
First interim dividend 
 of 1.90p                     5,100 
Second interim dividend 
 of 1.90p                     5,097 
Third interim dividend 
 of 1.90p                     5,089 
Fourth interim dividend 
 of 4.80p                    12,838 
--------------------------  ------- 
Total dividends of 10.50p    28,124 
--------------------------  ------- 
 
   4.         Earnings/(losses) per share 
 
                                                       2021         2020 
                                                    GBP'000      GBP'000 
Revenue profit                                       27,682       26,537 
Capital profit/(loss)                               112,073     (33,374) 
----------------------------------------------  -----------  ----------- 
Total profit/(loss)                                 139,755      (6,837) 
----------------------------------------------  -----------  ----------- 
Weighted average number of Ordinary shares in 
 issue during the year                          268,751,860  269,200,852 
Revenue earnings per share                           10.30p        9.86p 
Capital earning/(loss) per share                     41.70p     (12.40)p 
----------------------------------------------  -----------  ----------- 
Total earning/(loss) per share                       52.00p      (2.54)p 
----------------------------------------------  -----------  ----------- 
 
   5.         Share capital 
 
                                                         2021     2020 
                                                      GBP'000  GBP'000 
Ordinary shares of 1p each, allotted, called-up and 
 fully paid: 
Opening balance of 270,268,024 (2020: 262,683,024) 
 shares, excluding shares held in treasury            232,192  212,786 
Repurchase of 2,800,000 (2020: 965,000) shares into 
 treasury                                             (7,345)  (2,155) 
Issue of nil (2020: 8,550,000) shares                       -   21,561 
----------------------------------------------------  -------  ------- 
Subtotal of 267,468,024 (2020: 270,268,024) shares, 
 excluding shares held in treasury                    224,847  232,192 
3,765,000 (2020: 965,000) shares held in treasury       9,500    2,155 
----------------------------------------------------  -------  ------- 
Closing balance of 271,233,024 (2020: 271,233,024) 
 shares                                               234,347  234,347 
----------------------------------------------------  -------  ------- 
 

The ordinary shares rank pari passu, and each share carries one vote in the event of a poll at a general meeting. The Company has authority to issue an unlimited number of ordinary shares.

During the year, the Company purchased 2,800,000 of its own shares, nominal value GBP28,000. to hold in treasury for a total consideration of GBP7,345,000 representing 1.0% of the shares outstanding at the beginning of the year. The reason for these share purchases was to seek to manage the volatility of the share price discount to net asset value per share.

   6.         Net asset value per share 
 
                                                           2021         2020 
Net assets attributable to shareholders (GBP'000)       751,419      646,699 
Shares in issue at the year end                     267,468,024  270,268,024 
--------------------------------------------------  -----------  ----------- 
Net asset value per share                               280.94p      239.28p 
--------------------------------------------------  -----------  ----------- 
 
   7.         Disclosures regarding financial instruments measured at fair value 

The Company's portfolio of investments, which may comprise investments in equities, equity linked securities, government bonds and derivatives, are carried in the balance sheet at fair value. Other financial instruments held by the Company may comprise amounts due to or from brokers, dividends and interest receivable, accruals, cash at bank and drawings on the credit facility.

For these instruments, the balance sheet amount is a reasonable approximation of fair value.

The investments are categorised into a hierarchy comprising the following three levels:

Level 1 - valued using quoted prices in active markets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted market prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.

Details of the valuation techniques used by the Company are given in note 1(c) on page 48 of the 2021 Annual Report, and note 1(j) on page 49 of the 2021 Annual Report.

At 31 August 2021, the Company's investment portfolio was categorised as follows:

 
                                                    2021 
                                     Level 1  Level 2  Level 3    Total 
                                     GBP'000  GBP'000  GBP'000  GBP'000 
Investments in equities and equity 
 linked securities                   769,397        -    5,028  774,425 
-----------------------------------  -------  -------  -------  ------- 
Total                                769,397        -    5,028  774,425 
-----------------------------------  -------  -------  -------  ------- 
 

Level 3 investments comprise one holding. in global depositary receipts which delisted during the year. There were no other transfers between Levels 1, 2 or 3 during the year.

 
                                                    2020 
                                     Level 1  Level 2  Level 3    Total 
                                     GBP'000  GBP'000  GBP'000  GBP'000 
Investments in equities and equity 
 linked securities                   672,184        -        -  672,184 
-----------------------------------  -------  -------  -------  ------- 
Total                                672,184        -        -  672,184 
-----------------------------------  -------  -------  -------  ------- 
 

There were no transfers between Levels 1, 2 or 3 during the year ended 31 August 2020.

Status of announcement

2021 Financial Information

The figures and financial information for 2021 are extracted from the Annual Report and Accounts for the year ended 31 August 2021 and do not constitute the statutory accounts for the year. The 2021 Annual Report and Accounts include the Report of the Independent Auditors which is unqualified.

Neither the contents of the Company's webpages nor the contents of any website accessible from hyperlinks on the Company's webpages (or any other website) is incorporated into, or forms part of, this announcement.

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