Lse Asl 2017
Lse Asl 2017
Lse Asl 2017
Strategic Report
Investment Objective 1
Financial Highlights 1
Chairman’s Statement 2
Investment Policy and Strategy 4
Principal Risks and Viability Statement 5
Key Performance Indicators 6
Managers’ Report 8
Thirty Largest Investments 13
Investment Portfolio 14
Portfolio Information 17
Governance Report
Board of Directors 18
Directors’ Report 19
Corporate Governance Report 23
Audit Committee Report 27
Directors’ Remuneration Policy 30
Directors’ Remuneration Report 31
Directors’ Responsibility Statement 33
Financial Report
Independent Auditor’s Report 34
Income Statement 38
Reconciliation of Movements in Shareholders’ Funds 39
Balance Sheet 40
Cash Flow Statement 41
Notes to the Financial Statements 42
Investment Objective
The investment objective of Aberforth Smaller Companies Trust plc (ASCoT) is to achieve a net asset value total return
(with dividends reinvested) greater than that of the Numis Smaller Companies Index (excluding Investment Companies)
(NSCI (XIC) or benchmark) over the long term.
The Company has appointed Aberforth Partners LLP as the investment managers. Further information can be found on
page 19.
Financial Highlights
31 December 31 December %
2017 2016 Change
120
115
110
105
100
95
Dec-16 Mar-17 Jun-17 Sep-17 Dec-17
NAV Benchmark Share Price
Dividends
The Board remains committed to a progressive dividend policy. In this context, the Board is pleased to propose a final
ordinary dividend of 19.75p. Total ordinary dividends of 28.80p for 2017 represent a 5.3% increment when compared with
2016 and a level 51.6% above the 19.0p that was declared for 2010 in the immediate aftermath of the financial crisis.
I have included 2010 dividend levels and subsequent growth to attempt to bring some context to what has undoubtedly
been a golden period for dividends from small UK quoted companies. To put this period into a historical context, long run
data from the London Business School for the NSCI (XIC) would suggest dividends since 1955 have grown at 2.7% per
annum in real terms.
In 2015 and 2016, alongside the ordinary dividend declared, the Company also paid a special dividend of 2.75p each year,
thereby ensuring that the all-important minimum retention test imposed by HMRC was passed. The Board adopted such
a strategy to avoid the pitfalls of allowing non-recurring revenue streams to become embedded into the progressive
dividend policy, especially since special dividends and non-recurring distributions have been more prevalent following the
financial crisis.
In 2017, the Company was once again a beneficiary of special dividends and, in particular, the decision from one of our
investee companies to declare five dividends in 2017. This year, the Board will declare a special dividend of 6.70p per
share alongside the total ordinary dividend of 28.80p to ensure the retention test is met.
The revenue return for the year was 41.59p (2016: 36.93p) per Ordinary Share. After adjusting for both the final ordinary
and special dividends, the Company’s revenue reserves will be 59.5p per share, circa 2.1x the ordinary dividend; in 2010,
revenue reserves were circa 1.3x the ordinary dividend. Strengthened revenue reserves, and prudent management of the
non-recurring revenue streams of recent years, leave the Board optimistic that a progressive dividend policy can be delivered
to Shareholders. The ambition behind this strategy, and perhaps its acid test, will be for the Board to deliver dividend growth
through the next downturn. I would re-iterate my comments from previous years that the base level for the Company’s
progressive dividend policy in 2018 is on the total ordinary dividend of 28.80p, i.e. excluding the special dividend.
Share buy-in
At the Annual General Meeting in March 2017, the authority to buy in up to 14.99% of the Company’s Ordinary Shares
was approved. During the year, 1,404,155 Ordinary Shares (1.5% of the issued share capital) were bought in at a total
cost of £18.1m. Consistent with the Board’s stated policy, those Ordinary Shares have been cancelled rather than held
in Treasury. Once again, the Board will be seeking to renew the buy-in authority at the Annual General Meeting on
1 March 2018.
Within the broader Investment Companies universe, the UK Smaller Companies sub-sector has languished in rating
terms, with discounts stuck in the low to mid-teen range. Currently, uncertainty about Brexit and politics appear to be
trumping both economics and underlying corporate profitability. Against such a backdrop, 2017 witnessed a higher level
of buy-ins than in previous years. At the margin, buy-ins provide an increase in liquidity for those Shareholders seeking
to crystallise their investment and at the same time deliver an economic uplift for those Shareholders wishing to remain
invested with the Company.
Gearing
It has been the Company’s policy to use gearing in a tactical manner throughout its 27 year history. The £125m facility
with The Royal Bank of Scotland has a term expiring in June 2020. As has been the case in the past, the facility term
dovetails with the three yearly continuation vote cycle. The facility continues to provide the Company with access to
liquidity for investment purposes and to fund share buy-ins as and when appropriate. In an illiquid, and at times volatile,
asset class such as small UK quoted companies, having access to immediate funds through a credit facility provides the
Managers with enhanced flexibility.
Board changes
David Jeffcoat, who has been a Director since July 2009 and Chairman of the Audit Committee since 2011, will not be
standing for re-election at the forthcoming Annual General Meeting. David has made a great contribution to the Board,
and his colleagues and the Managers will miss his incisive questioning. Shareholders can be grateful for his contribution
over the past nine years. The Board wishes him all the very best for the future.
A recruitment process, being run by the Board, is well advanced.
Outlook
Since becoming Chairman in October 2014, my January statement to Shareholders has regularly referred to the uncertain
political environment. In this relatively short period, the Company has operated against a backdrop of two referendums
and two general elections. Regrettably, 2018 feels like more of the same as a minority government seeks to make
progress with the Brexit negotiations.
In economic terms, the environment has been more conducive as, despite a slowing UK economy, we have witnessed an
acceleration and synchronisation of global growth – indeed, one might regard the biggest fear as being the extent of the
consensus about the supportive conditions for further progress. Around the world, we have seen several central banks
shift gears and raise interest rates. In financial markets, this has fuelled the debate between inflation and deflation to
which I referred in last year’s statement. As a consequence, the tension between equity and bond valuations remains
at the forefront of asset allocators’ minds. As with political uncertainties, I would envisage such tensions to be resolved
over several years but their significance should not be underestimated for investment managers such as Aberforth
Partners who follow a value investing style.
Over the past 12 months, the Company has produced a good result despite difficult conditions for the value investing
style. As an asset class, small UK quoted companies have perhaps missed out, owing to politics and Brexit, on the sort
of re-rating witnessed in the broader financial markets. As represented by the NSCI (XIC), they look to be selling at
around a 34% price/earnings discount to their larger brethren. Since the Company’s formation in 1990, only the period
during and in the aftermath of the Long Term Credit Management crisis in 1998 has this discount been meaningfully
wider. Driven by the Managers’ value investing style, the Company’s portfolio provides additional valuation support.
There seems always to be the opportunity to comment on regulation, although in many years I resist the temptation.
This year, however, sees the noteworthy introduction of the Key Information Document under the Packaged Retail and
Insurance-based Investment Products Regulation. While this regulation is undoubtedly well intended, I share the
concerns expressed by others that it may be some time before these rules achieve their intended objective, not least
until the same rules apply consistently to open ended funds. I look forward to the year when no comment on the
regulatory environment is possible.
The Board looks forward with cautious optimism, cognisant of the uncertain times prevailing but reassured by the
consistency of approach and professionalism of the Managers.
Finally, the Board very much welcomes the views of Shareholders and we are available to talk to you directly. My email
address is noted below and I extend my thanks to those of you who have been in touch with me over the past year.
Paul Trickett
Chairman
26 January 2018
paul.trickett@aberforth.co.uk
Investment Policy
The Company aims to achieve its objective by investing in small UK quoted companies. These are companies with a
market capitalisation, at time of purchase, equal to or lower than that of the largest company in the bottom 10% of the
main UK equity market or companies in the NSCI (XIC). At 1 January 2018 (the date of the last annual index rebalancing),
the index included 350 companies, with an aggregate market capitalisation of £169 billion. Its upper market
capitalisation limit was £1.5 billion, although this limit will change owing to movements in the stockmarket. If any
holding no longer falls within this definition of a small company, its securities will become candidates for sale.
Portfolio risk is spread by diversification of holdings in individual companies: the portfolio will usually have holdings in
over 80 small UK quoted companies. The Company may, at time of purchase, invest up to 15% of its assets in any one
security. However, in practice, each investment will typically be substantially less and, at market value, represent less
than 5% of the portfolio on an on-going basis.
The Company’s policy towards companies quoted on the Alternative Investment Market (AIM) generally precludes
investment, except either where an investee company moves from the “Main Market” to AIM (so as to avoid being a
forced seller) or where a company quoted on AIM has committed to move from AIM to the “Main Market” (so as to
enable investment before a full listing is obtained). The Company does not invest in any unquoted companies or in any
securities issued by investment trusts or investment companies, with the exception of real estate investment trusts that
are eligible for inclusion in the NSCI (XIC).
The Managers aim to keep the Company near fully invested in equities at all times and there will normally be no attempt
to engage in market timing by holding high levels of liquidity. The Company may employ gearing. The Board, in
conjunction with the Managers, is responsible for determining the parameters for gearing. When considered
appropriate, gearing is used tactically in order to enhance returns. The Company currently has a £125m three year bank
facility in place and the level of gearing has, during 2017, ranged from nil to 3.8%. Further details can be found in note
13 to the Financial Statements.
The Board believes that small UK quoted companies continue to provide opportunities for positive total returns over the
long term. Any material changes to the Company’s investment objective and policy will be subject to Shareholder
approval.
Investment Strategy
The Managers adhere to a value investment philosophy. In practice, this approach utilises several valuation metrics,
recognising that flexibility is required when assessing businesses in different industries and that buyers of these
businesses may include other corporates as well as stockmarket investors. As a result of this philosophy, the Company’s
holdings will usually be on more attractive valuations than the average for the NSCI (XIC). While there is good evidence
that a value approach within small UK quoted companies results in superior returns over the long term, there can be
extended periods when the value style is out of favour.
The Managers select companies for the portfolio on the basis of fundamental or “bottom-up” analysis. Analysis involves
scrutiny of businesses’ financial statements and assessment of their market positions. An important part of the process
is regular engagement with board members of prospective and existing investments. Holdings are sold typically when
their valuations reach targets determined by the Managers.
In order to improve the odds of achieving the investment objective, the Managers believe that the portfolio must be
adequately differentiated from the benchmark index. Therefore, within the diversification parameters described in
Investment Policy, the Managers regularly review the level of differentiation, with the aim of maximising the active
weight of each holding within the portfolio.
Dividend Policy
The Board confirms its commitment to a policy of progressive dividends. In addition, in order to qualify as an investment
trust, the Company must not retain more than 15% of its income from any financial year. The Company will pay an
interim dividend in August each year based on the forecast net revenue position for the current financial year. A final
dividend, subject to shareholder approval, is then paid in March each year based on the actual net income for the
financial year just ended and the future earnings forecasts.
Viability Statement
The Directors have assessed the viability of the Company over the five years to December 2022, taking account of the
Company’s position, its investment strategy, and the potential impact of the relevant principal risks detailed above.
Based on this assessment, the Directors have a reasonable expectation that the Company will meet its liabilities as they
fall due and be able to continue in operation, notwithstanding that the Company's shareholders are to vote on the
continuation of the Company in 2020.
In making this assessment, the Directors took comfort from the results of a series of stress tests that considered the
impact of a number of severe market downturn scenarios on the Company’s financial position and, in particular, its
ability to settle projected liabilities of the Company as they fall due. The Company invests in companies listed and traded
on the London Stock Exchange. These shares are actively traded and, whilst less liquid than larger quoted companies, the
portfolio is well diversified by both numbers of holdings and industry sector. The Directors determined that a five year
period to December 2022 is an appropriate period for which to provide this statement given the Company’s long term
investment objective, the simplicity of the business model, the resilience demonstrated by the stress testing and the
relatively low working capital requirements.
Annualised Cumulative
Returns (%) Returns (%)
Share Share
Periods to 31 December 2017 NAV Index Price NAV Index Price
2 years from 31 December 2015 13.7 15.2 8.4 29.2 32.7 17.4
3 years from 31 December 2014 12.5 13.7 10.2 42.4 46.8 33.7
4 years from 31 December 2013 9.0 9.6 7.6 41.4 44.1 33.8
5 years from 31 December 2012 16.6 14.6 16.7 115.4 97.3 116.8
6 years from 31 December 2011 19.0 17.0 20.9 184.1 156.4 211.9
7 years from 31 December 2010 13.7 12.8 14.3 145.8 133.0 154.3
8 years from 31 December 2009 15.2 14.7 15.3 211.2 199.4 212.3
9 years from 31 December 2008 18.2 19.1 19.5 349.4 381.2 397.3
10 years from 31 December 2007 10.5 11.0 11.9 171.2 184.7 206.6
15 years from 31 December 2002 13.6 14.2 12.9 576.6 637.0 518.9
20 years from 31 December 1997 12.6 10.5 12.6 968.9 632.4 976.2
27.1 years from inception
on 10 December 1990 13.9 11.5 13.4 3,296.7 1,788.6 2,876.0
350 130
300
120
250
110
200
100
150
90
100
50 80
08 09 10 11 12 13 14 15 16 17 08 09 10 11 12 13 14 15 16 17
NAV Benchmark Share Price NAV v Benchmark Share Price v Benchmark
200 5%
Premium
0%
175 Discount
5%
150
10%
125
15%
20%
100
75 25%
08 09 10 11 12 13 14 15 16 17 08 09 10 11 12 13 14 15 16 17
RPI Dividends Premium/Discount of Share Price to NAV
Investment Performance
ASCoT’s NAV total return in 2017 was 22.1%; the NSCI (XIC)’s was 19.5%. The table below analyses the difference
between these two figures, while the subsequent paragraphs provide more detail on how ASCoT’s performance was
achieved.
For the 12 months ended 31 December 2017 Basis points
Stock selection 412
Sector selection (70)
Attributable to the portfolio of investments, based on mid prices 342
(after transaction costs of 22 basis points)
Movement in mid to bid price spread (47)
Cash/gearing 25
Purchase of ordinary shares 23
Management fee (79)
Other expenses (6)
Total attribution based on bid prices 258
Note: 100 basis points = 1%. Total Attribution is the difference between the total return of the NAV and the Benchmark Index (i.e. NAV = 22.08%;
Benchmark Index = 19.50%; difference is 2.58% being 258 basis points).
Size
The size factor within the NSCI (XIC) was a slight boost to ASCoT’s returns in 2017. The NSCI (XIC) represents the bottom
tenth of the UK stockmarket by value and includes companies with market capitalisations up to around £1.5 billion. It
thus overlaps with the FTSE 250 index. At the start of 2017 this overlap represented 62% of the value of the NSCI (XIC).
In 2017, the performance of the FTSE 250 stocks within the NSCI (XIC), its larger constituents, was very slightly behind
that of its smaller constituents. This was to ASCoT’s advantage, albeit to a modest degree, since 59% of its portfolio was
invested in “smaller small” companies at the start of the 2017. The reason for this disposition is the valuation premium
accorded to larger companies and set out in the Valuation section of this report. While the superior returns from
“smaller smalls” reduced their valuation advantage in 2017, it remains wide and with the bottom-up prospects for these
businesses still positive, the portfolio enters 2018 in a familiar shape with regard to size.
Sectors
The crucial sector issue in 2017 was the divergent performance of overseas and domestic companies. As noted above,
relative performance was improved by a comparatively high exposure to those companies earning their money outside
the UK. At the start of the year, 47% of the aggregate sales of ASCoT’s portfolio holdings was generated overseas, more
than the 41% for the NSCI (XIC). As a gauge of the benefit afforded by this positioning, the NSCI (XIC) may be divided
into groups of sectors determined by where these sectors earn their money and the performance of these groups may
be compared. The overseas group enjoyed a total return of 32% in 2017, whereas the domestic group’s return was 19%.
Sterling’s weakness after the EU referendum explains the gap: the overseas group benefited from the translation of
profits at more favourable exchange rates and almost two thirds of the companies therein have seen profit expectations
for 2017 raised since the referendum; in contrast, the domestic group has had to contend with the impact of sterling on
inflation and real wages, so that only one third of its companies has enjoyed higher estimates.
The net effect has been a widening valuation premium of overseas exposed companies to domestics, even though
sterling itself was unchanged on a trade weighted basis in 2017. At the margin, this has motivated the Managers to bias
purchases through the latter part of the year to the domestics, always taking into account the likelihood of more
challenging trading conditions in the UK economy. However, experience suggests that the stockmarket is prone to
overreact and when strong businesses with a domestic bias but attractive financial characteristics and defendable
market positions are significantly de-rated the Managers are willing to commit capital. So far, this re-orientation of the
portfolio, which is consistent with the application of a value investment philosophy, has been modest, with the portfolio
at the start of 2018 still generating 46% of its aggregate sales from overseas.
Stocks
In 2017’s challenging environment for the value style, the portfolio’s exposure to “smaller small” companies and to
overseas earners offered some mitigation. However, stock selection also played an important role, as the table at the
top of this section makes clear. In last year’s Managers’ Report, it was argued that “for ASCoT to generate superior
returns for its shareholders, getting more investment decisions right than wrong … probably does the job”. While over
time the Managers’ investment approach and experience can hopefully ensure that this deceptively unambitious target
is met, it is fair to state that good fortune played a part in the high stock contribution in 2017. Despite an uptick in profit
warnings across the stockmarket as the year progressed, ASCoT encountered few serious declines in share prices and,
on the other hand, saw its patience rewarded with unusually large rises in the valuations of some of the long-standing
holdings into which capital had been fed steadily over time.
Corporate activity
With 17 bids for NSCI (XIC) constituents completed or outstanding at the end of the year, M&A activity in 2017 was at a
similar level to that of 2016. Both these years undershot the 27 deals that took place in 2015 and it is tempting to
attribute some of the slowdown since then to the uncertainties stemming from the EU referendum, even though the
weakness of sterling ought to add to the appeal of UK assets to overseas buyers. Of the 17 bid situations, ASCoT held
six, though in three cases the announcement of the approach and thus the boost to the share prices came at the end of
2016. Overall, M&A was a very small boost to returns in 2017.
The number of initial public offerings in 2017 was 21, which represents a modest rise on the previous year. ASCoT does
not often participate in IPOs but did take part in two of the 2017 deals. In both cases, the Managers judged that the
valuation offered sufficient compensation for the informational advantage usually enjoyed by the private equity sellers
of the businesses.
Balance sheets
For much of the last ten years, the small UK quoted company universe has been characterised by strong and
strengthening balance sheets, which inevitably reflected the impact of the financial crisis on the thinking of company
directors. In the last three years, however, there have been indications of less caution. In the case of ASCoT’s portfolio,
this is manifest in the proportion of the portfolio that is invested in companies with net cash on their balance sheets,
which has declined from 35% in 2014 to 21% at the end of 2017. For the Managers, this development is on balance
positive, since it is driven by more investment, returns of surplus cash and, though not to be welcomed in every case,
acquisitions. Clearly, however, higher leverage brings risks, particularly if it coincides with an economic downturn.
Comfort may be derived from the portfolio’s bias to businesses with less than two times leverage (net debt divided by
earnings before interest, tax, depreciation and amortisation), which was almost 75% at the end of 2017. Those with
higher leverage ratios tend to be property companies, though the portfolio always has some exposure to more highly
indebted businesses where the potential upside justifies the additional risk.
Income
The table below splits the portfolio’s holdings into categories that are determined by each company’s most recent
dividend announcement. The profile is familiar from similar analyses in recent years: a small minority of dividend cutters,
the persistence of several nil payers and a bias to companies that most recently increased their dividends. The “Other”
category includes companies that have returned to the dividend register or that have paid dividends for the first time
and that therefore do not have a meaningful comparative payment in the previous year.
Down Nil payers No change Increase Other
7 13 22 41 3
The portfolio’s dividend experience reflects what remains a buoyant backdrop for dividends across the universe of small
UK quoted companies. Robust balance sheets and dividend cover of 2.8x for the portfolio, are supportive of further
increases, though it would seem likely that the rate of dividend growth across the NSCI (XIC) is moderating from the low
double digits of recent years to mid to high single digits. However, in comparison with inflation, this degree of progress
remains well above the 62 year average real dividend growth from smaller companies of 2.7%.
Turnover
Portfolio turnover in 2017 was 22%, which is up from 17% in 2016. It is often the case that headline turnover is
influenced by situations in which ASCoT is effectively required to sell, notably through an M&A approach or when an
investee company grows too large for continued inclusion in the NSCI (XIC). Adjusting for these, underlying turnover in
2017 was 17%, compared with 12% in 2016. This increase was correlated with the improvement in investment
performance. Consistent with their value investment philosophy, the Managers strive to rotate capital from holdings
that have performed well and are close to their target valuations into companies with depressed valuations and greater
upside. This basic dynamic ought to benefit returns, but it can only be put into action if the broad stockmarket is inclined
to re-rate ASCoT’s holdings, as was the case in 2017.
Valuations
The strength of equity markets in 2017 has seen valuations rise and, as the table below sets out, the universe of small
UK quoted companies has participated in this trend. The 14.3x PE of the NSCI (XIC) at the end of December was 6% above
its average since 1990 of 13.5x, while the 12.5x PE of ASCoT’s portfolio was 4% above its 12.0x long term average. While
neither the asset class nor the portfolio is significantly above normal, the same cannot be claimed of large companies.
The historical PE of the FTSE All-Share at the end of 2017 was 21.7x, which is 42% above its average since 1990. This PE
reflects the implicit expectation of strong profit growth from large companies in coming months, helped by the
translation of overseas profits at lower sterling exchange rates, by the restructuring undertaken in recent times by
resources companies and by the effect of rising commodity prices on these companies’ profits.
The following table sets out the forward valuations of ASCoT’s portfolio and the tracked universe, which is the set of
stocks covered closely by the Managers and represents 97% by value of the NSCI (XIC). The valuation metric – the ratio
of enterprise value to earnings before interest, tax and amortisation (EV/EBITA) – is the one favoured by the Managers.
As should be expected of a portfolio put together in accordance with a value investment philosophy, ASCoT’s holdings
are cheaper than the tracked universe as a whole and much cheaper than a subset of 44 growth stocks: at the end of
December, the premium of the growth stocks to the portfolio was 74% on the basis of 2018 estimates.
EV/EBITA 2017 2018 2019
ASCoT 12.1x 10.4x 9.0x
Tracked universe (285 stocks) 14.2x 12.8x 11.3x
- 44 growth stocks 21.8x 18.1x 16.0x
- 241 other stocks 13.2x 12.0x 10.6x
The final valuation table highlights a valuation anomaly that has persisted for several years. Despite the superior returns
from “smaller small” companies in 2017, the lowest valuations in the UK stockmarket are still accorded to the smallest
companies and, as a consequence, ASCoT’s exposure to those companies is higher than that of the NSCI (XIC) as a whole.
In the Managers’ experience, the present relationship is unusual: in the years before the financial crisis, the superior
growth of “smaller small” companies tended to be rewarded by higher valuations. However, many investors are today
nervous about illiquidity and are reluctant to commit to the stockmarket’s smaller denizens. ASCoT’s status as a closed
end fund allows it to take a longer term view, a strategy that paid off in 2017.
Market capitalisation range: < £100m £100-250m £250-500m £500-750m > £750m
Portfolio weight 3% 15% 25% 22% 35%
Tracked universe weight 1% 5% 18% 15% 61%
Tracked universe 2018 EV/EBITA 7.4x 10.3x 11.4x 12.2x 13.9x
Value % of Total
No. Company £’000 Net Assets Business Activity
Other Information
Company Status
The Company is a closed-ended investment trust listed on the London Stock Exchange and an Alternative
Investment Fund under the Alternative Investment Fund Managers (AIFM) Directive. The Company has been
approved by HM Revenue & Customs as an investment trust for accounting periods commencing on or after
1 January 2013 subject to the Company continuing to meet the eligibility conditions. The Company will continue to
conduct its affairs as an investment trust. Furthermore, the Company is an investment company as defined within
the meaning of Section 833 of the Companies Act 2006.
Board Diversity
The Board recognises the importance of diversity in its broadest sense (including skills, experience, gender and tenure)
in enabling it to fulfil the present and future needs of the Company. As at 31 December 2017, there were three male
directors and two female directors.
Paul Trickett,
Chairman
Julia Le Blan
Appointed: 29 January 2014 and is a member of the Audit Committee
Shareholding in the Company: 3,000 Ordinary Shares
Julia is a chartered accountant and has worked in the financial services industry for over 30 years. She was formerly a tax
partner at Deloitte and expert on the taxation of investment trust companies. She sat for two terms on the AIC’s
technical committee and is also a director of The Biotech Growth Trust plc, F&C UK High Income Trust plc, Impax
Environmental Markets plc and JP Morgan US Smaller Companies Investment Trust plc.
Paula Hay-Plumb
Appointed: 29 January 2014
Shareholding in the Company: 2,100 Ordinary Shares
Paula is a chartered accountant and an experienced director with a wealth of finance and governance expertise in both
the private and public sectors. Her previous roles include Corporate Finance and Group Reporting Director at Marks and
Spencer plc, Chairman of the National Australia Group Common Investment Fund and non-executive board member of
Skipton Building Society and the National Audit Office. Paula is currently a non-executive board member of The Crown
Estate, Hyde Housing Association and Oxford University Hospitals NHS Foundation Trust and a Trustee of Calthorpe
Estates.
David Jeffcoat
Appointed: 22 July 2009 and is Chairman of the Audit Committee
Shareholding in the Company: 7,926 Ordinary Shares
David began his career as a production engineer at Jaguar Cars. After qualifying as an accountant (FCMA) several years
later, he held a number of senior positions including subsidiary-level Finance Director at GlaxoWellcome plc and Group
Financial Controller at Smiths Industries plc. More recently he was Group Finance Director and Company Secretary at
Ultra Electronics Holdings plc from 2000 until 2009. He is a Director and Chairman of the Audit Committee of WYG plc.
He also works as a volunteer Citizens Adviser.
Richard Rae
Appointed: 26 January 2012 and is a member of the Audit Committee
Shareholding in the Company: 4,000 Ordinary Shares
Richard qualified as a chartered accountant with KPMG and joined Hoare Govett as an investment analyst in 1987. He
spent 22 years working in investment research and equities management, latterly as a Managing Director, responsible
for smaller companies, in the Global Equities division of ABN AMRO. Since 2009, he has established himself as an
independent management consultant providing corporate advice to both listed and unlisted companies. He is also a
director of Maistro plc and Chaarat Gold Holdings Limited.
Directors
The Directors of the Company during the financial year are listed on page 31. Further information about the Board can
be found in the Corporate Governance Report, which forms part of this Directors’ Report.
It is the responsibility of the Board to ensure that there is effective stewardship of the Company’s affairs. In common
with the majority of investment trusts, the Company has neither executive directors nor any employees. However, the
Board has engaged external firms to undertake the investment management, secretarial, depositary and custodial
activities of the Company.
Investment Managers
Aberforth Partners LLP (the firm, Managers or Aberforth) act as Alternative Investment Fund Manager and Secretaries
to the Company. The business was established in 1990 to provide institutional and wholesale investors with a high level
of resources focused exclusively on small UK quoted companies. Since then funds under management have grown to
£2.5 billion (as at 31 December 2017). The firm is wholly owned by seven partners, six of whom are investment
managers. The investment managers work as a team managing the Company’s portfolio on a collegiate basis.
These services can be terminated by either party at any time by giving six months’ notice of termination. Compensation
would be payable in respect of this six month period only if termination were to occur sooner. Aberforth receives an
annual management fee, payable quarterly in advance, equal to 0.75% of the net assets up to £1 billion, and 0.65%
thereafter. The management fee amounted to £9,641,000 in the year ended 31 December 2017 (2016: £8,296,000).
The secretarial fee amounted to £81,692 (excluding VAT) during 2017 (2016: £79,940, excluding VAT). It is adjusted
annually in line with the Retail Prices Index and is subject to VAT, which is currently irrecoverable by the Company.
The Board reviews the Company’s investment management and secretarial arrangements on an on-going basis and
formally at its October meeting, where each Director completes a Managers’ Evaluation questionnaire. The Board then
considers the results of the questionnaire and discusses the following matters, amongst others, in its review:
• investment performance in relation to the investment objective, policy and strategy;
• the continuity and quality of personnel managing the assets;
• the level of the management fee;
• the quality of reporting to the Board;
• the alignment of interests between the Managers and the Company’s shareholders;
• the administrative services provided by the Secretaries; and
• the level of satisfaction of major shareholders with the Managers.
Following the most recent review, the Board was of the opinion that the continued appointment of Aberforth as
investment managers, on the terms agreed, remains in the best interests of shareholders.
Going Concern
In accordance with the report “Guidance on Risk Management, Internal Control and Related Financial and Business
Reporting” issued by the Financial Reporting Council, the Audit Committee has undertaken and documented an
assessment of whether the Company is a going concern. The Committee then reported the results of its assessment to
the Board.
The Company’s business activities, capital structure and borrowing facility, together with the factors likely to affect its
development and performance are set out in the Strategic Report. In addition, the Annual Report includes the Company’s
objectives, policies and processes for managing its capital, its financial risk, details of its financial instruments and its
exposures to credit risk and liquidity risk. The Company’s assets comprise mainly readily realisable equity securities,
which, if necessary, can be sold to meet any funding requirements, though funding flexibility can typically be achieved
through the use of the bank debt facility. The Company has adequate financial resources to enable it to meet its day-to-
day working capital requirements.
In summary and taking into consideration all available information, the Directors have concluded it is appropriate to
continue to prepare the financial statements on a going concern basis.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM, to be in the best interests of shareholders as a whole
and they unanimously recommend that all shareholders vote in favour of them, as they intend to do so in respect of their
own beneficial shareholdings.
Independent Auditor
Deloitte LLP has expressed its willingness to continue in office as auditor and a resolution proposing their re-appointment
will be put to the forthcoming Annual General Meeting.
Future Developments
The future success of the Company is dependent primarily on the performance of its investments. Although the Company
invests in companies that are listed or quoted in the United Kingdom, the underlying businesses of those companies are
affected by various economic factors, many of an international nature. The Board’s intention is that the Company will
continue to pursue its investment objective and the stated investment strategy and policy.
Compliance
Throughout the year ended 31 December 2017 the Company complied with the recommendations of the AIC Code
except, as explained below, where the Company does not believe it appropriate to comply.
The Board, being small in size and composed entirely of independent non-executive Directors, has not appointed a
Remuneration or a Nomination Committee. Directors’ fees and the appointment of new Directors are considered by the
Board as a whole. The Board has also decided not to nominate a Deputy Chairman or a Senior Independent Director,
although the Chairman of the Audit Committee fulfils this role when necessary, for example in taking the lead in the
annual evaluation of the Chairman.
The UK Corporate Governance Code includes provisions relating to the role of the chief executive, executive Directors’
remuneration and the need for an internal audit function. For reasons set out in the AIC Guide, the Board considers these
provisions are not relevant to the Company as it is an externally managed investment company. In particular, all of the
Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the
Company has no executive Directors, employees or internal operations. The Company has therefore not reported further
in respect of these provisions.
The Board
The Board is responsible for the effective stewardship of the Company’s affairs. Strategic issues and all operational
matters of a material nature are considered at its meetings. The Board comprises five non-executive Directors, of whom
Mr Trickett is Chairman. A formal schedule of matters reserved for decision by the Board has been adopted. The Board
has engaged external firms to provide investment management, secretarial, depositary and custodial services.
Contractual arrangements are in place between the Company and these firms.
The Board carefully considers the various guidelines for determining the independence of non-executive Directors, placing
particular weight on the view that independence is evidenced by an individual being independent of mind, character and
judgement. An individual can therefore be considered to be independent even though their length of service may exceed
nine years. No limit on the overall length of service of any of the Directors, including the Chairman, has therefore been
imposed. All Directors are presently considered to be independent. All Directors retire at the AGM each year and, if
appropriate, seek re-election. Each Director has signed a letter of appointment to formalise the terms of their engagement
as a non-executive Director, copies of which are available on request and available at the AGM.
Meetings
The Board meets at least quarterly to review the overall business of the Company and to consider the matters specifically
reserved for it. Detailed information is provided by the Managers and Secretaries for these meetings and additionally at
regular intervals to enable the Directors to monitor compliance with the investment objective and the Company’s
investment performance compared with its benchmark index. The Directors also review several important areas
including:
• the stockmarket environment;
• the Company’s investment activity over the quarter relative to its investment policy;
• performance in relation to comparable investment and unit trusts;
• the revenue account, balance sheet and gearing position;
• share price discount (both absolute levels and volatility);
• shareholder register (including significant changes);
• regulatory matters; and
• relevant industry issues.
The Board also holds an annual strategy session to consider, amongst other matters, the Company’s objective and
investment strategy.
Consider Final Approval of the Shareholder Consider Interim Approval of Half Internal Control Corporate
Dividend Annual Report Communication Dividend Yearly Report Review Governance Review
including the
Managers’ policy
on stewardship
Review of Continuation Review of Annual Strategy
Gearing Vote significant Review Review Managers’ Board &
interests continued Committee
appointment and Evaluation
remuneration
Renewal of the Detailed review
Debt Facility of Investment Board Review of
Trust Peer Group Composition Directors’ Fees
The following table sets out the Directors of the Company during the financial year, together with the number of Board
and Committee meetings held and the number of meetings attended by each Director (whilst a Director or Committee
member). All Directors also attended the AGM in March 2017.
Audit
The Board Committee
Director Eligible to attend Attended Eligible to attend Attended
S P Trickett, Chairman 5 5 – –
P M Hay-Plumb 5 5 – –
D J Jeffcoat 5 5 3 3
J Le Blan 5 5 3 3
R A Rae 5 5 3 3
Conflicts of Interest
Company directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have,
a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. The Board has in place
procedures for managing any actual or potential conflicts of interest. No conflicts of interest arose during the year under
review.
UK Stewardship Code
The Board and the Managers support the UK Stewardship Code, issued by the FRC in September 2012, which sets out
the principles of effective stewardship by institutional investors. The Company’s investment portfolio is managed by
Aberforth Partners LLP who invest exclusively in small UK quoted companies and, as a significant investor within this
asset class, the Managers have a strong commitment to effective stewardship.
The Board has reviewed, and endorses, the Managers’ Stewardship Policy, which is available within the literature library
section of the Managers’ website, at www.aberforth.co.uk.
Voting Policy
The Board has given discretionary voting powers to the Managers to exercise the voting rights on every resolution that is
put to shareholders of the companies in which the Company is invested. The Managers vote against resolutions that they
believe may damage shareholders’ rights or economic interests and under normal circumstances these concerns would
have been raised with directors of the company concerned. The Board receives quarterly reports from the Managers on
governance issues (including voting) pertaining to investee companies.
Key Objective:
The objective of the Committee is to provide assurance to the Board as to the effectiveness of the Company’s internal
controls and the integrity of its financial records and externally published results. In doing so the Committee operates
within terms of reference that have been agreed by the Board. These are reviewed annually and are available upon
request. They will also be available for inspection at the AGM.
Principal Responsibilities:
The Committee has been given the following responsibilities:
• ensuring that all of the Company’s principal risks are identified;
• monitoring the mitigating controls that have been established;
• monitoring compliance with the relevant statutory, regulatory and taxation requirements for a UK based
investment trust which is listed on the London Stock Exchange;
• reviewing the Company’s financial statements, the accounting policies adopted and the main judgemental areas;
• ensuring that the Annual Report, taken as a whole, is fair, balanced and understandable;
• agreeing the external Auditor’s terms of appointment, determining the independence and objectivity of the
Auditor and assessing the effectiveness of the audit; and
• considering whether it is appropriate for certain non-audit services to be carried out by the Auditor.
The Chairman reports formally to the Board on the Committee’s proceedings after each meeting. To assist with the
various duties of the Committee, a meeting Plan has been adopted which is reviewed annually. This is the latest
version:
Annual Report Key Risks of the Meetings to be Half Yearly Report Key Risks of the Corporate Key Risks of the
including judgemental Company called if required including Company Governance Company
areas, going concern, judgemental areas, Compliance
viability statement, expense analysis and
letter of Provision of non- Half Yearly Report Investment Trust Investment Trust
representation, audit services, announcement Status Self evaluation of Status
expense analysis and including taxation the Committee
Annual Report compliance services
announcement
Basis of Committee’s Audit Plan Internal Controls
Management Fee Terms of Reference Review including
Custodian’s Audit meeting/ allocation (every reports from the
Controls Report evaluation of the three years) Auditor Plan, Managers and other
update audit including together with the third parties
auditor Terms of
independence Audit Fees Engagement
Investment Trust
Status Depositary Report
Cyber Security
Measures (Aberforth
Partners)
Meetings
Typically three meetings are held each year. Representatives of Aberforth Partners LLP, who provide the Company with
secretarial services, attend all of the meetings. Deloitte LLP (“Deloitte”), the external auditor, attended the meetings in
January and October.
During the last twelve months the Committee has focused on the areas described below.
External Auditor
Deloitte was appointed as the Company’s auditor on 17 April 2013 following a formal tender process. This appointment
has been renewed at each subsequent AGM. Based upon existing legislation, another tender process would not be
required until 2023. The Company is therefore in compliance with the provisions of “The Statutory Audit Services for
Large Companies Market Investigation” (Mandatory use of competitive tender processes and audit committee
responsibilities) Order 2014 as issued by the Competition & Markets Authority.
Committee Evaluation
A formal internal review of the Committee’s effectiveness, using an evaluation questionnaire, was undertaken during the
year. The outcome was positive with no significant concerns expressed. In 2016, a formal external review was facilitated
by Lintstock Limited and it was agreed to utilise external facilitators every three years in future.
David Jeffcoat
Audit Committee Chairman
26 January 2018
This section provides details of the remuneration policy applying to the Directors of the Company. All Directors are non-
executive, appointed under the terms of letters of appointment and none has a service contract. The Board has prepared this
report in accordance with the requirements of the Companies Act 2006.
This policy was previously approved by Shareholders at the Annual General Meeting held in 2017. The policy provisions
continue to apply until they are next put to Shareholders for approval, which must be at intervals not exceeding three years.
This policy, together with the Directors’ letters of appointment may be inspected at the Company’s registered office.
The Board considers and determines all matters relating to the Directors’ remuneration at the beginning of each financial
period. A Remuneration Committee has not been formed as all of the Directors are non-executive and considered independent.
Loss of Office
A Director may be removed without notice and no compensation will be due on loss of office.
Expenses
All directors are entitled to the reimbursement of expenses paid by them in order to perform their duties as a Director of the
Company.
Each Director’s unexpired term is subject to their re-election at the Annual General Meeting in March 2018.
Fees Fees
(Total Emoluments) (Total Emoluments)
2017 2016
Director £ £
S P Trickett, Chairman 34,500 34,500
D J Jeffcoat, Chairman of the Audit Committee 29,000 28,000
J Le Blan 24,500 24,500
P M Hay-Plumb 23,000 23,000
R A Rae 24,500 24,500
135,500 134,500
Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, pension contributions or other
benefits apart from the reimbursement of allowable expenses.
The following table shows the remuneration of the Directors in relation to distributions to Shareholders by way of dividends
and share buybacks:
Absolute
2017 2016 change
£’000 £’000 £’000
Total Directors’ remuneration 136 135 1
Total dividends in respect of that year 33,098 28,443 4,655
Total share buyback consideration 18,142 6,282 11,860
Ordinary Shares
Directors Nature of Interest 31 December 2017 1 January 2017
S P Trickett, Chairman Beneficial 6,860 6,860
J Le Blan Beneficial 3,000 3,000
D J Jeffcoat Beneficial 7,926 7,872
P M Hay-Plumb Beneficial 2,100 2,100
R A Rae Beneficial 4,000 4,000
There has been no change in the beneficial or non-beneficial holdings of the Directors between 31 December 2017 and
26 January 2018. The Company has no share options or share schemes. Directors are not required to own shares in the
Company.
50%
0%
-50%
Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17
Share Price Benchmark
Note: For further informa on on the above graph, please refer to the Historic Total Returns tables on page 6.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Directors’ Remuneration Report summarises,
as appropriate, for the year ended 31 December 2017:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which those changes occurred and decisions were taken.
Declaration
Each of the Directors confirms to the best of their knowledge that:
(a) the financial statements, which have been prepared in accordance with applicable accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
(b) the Strategic Report includes a fair review of the development and performance of the business and the position
of the Company, together with a description of the principal risks and uncertainties that it faces; and
(c) the Annual Report, taken as a whole, is fair, balanced and understandable and provides information necessary for
shareholders to assess the Company’s performance, business model and strategy.
Opinion
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December 2017 and of its return for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting
Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Aberforth Smaller Companies Trust plc (the ‘Company’) which comprise:
• the Income Statement;
• Reconciliation of Movements in Shareholders’ Funds;
• the Balance Sheet;
• the Cash Flow Statement; and
• the related notes 1 to 22.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland”.
Conclusions relating to principal risks, going concern and viability statement (continued)
• the Directors’ explanation on page 5 as to how they have assessed the prospects of the
Company, over what period they have done so and why they consider that period to
be appropriate, and their statement as to whether they have a reasonable expectation
that the Company will be able to continue in operation and meet its liabilities as they
fall due over the period of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions; or
• whether the Directors’ statements relating to going concern and the prospects of the
Company required in accordance with Listing Rule 9.8.6R(3) are materially inconsistent
with our knowledge obtained in the audit.
The listed investments of the Company We have performed the following procedures to No misstatements were
£1,440m (2016: £1,253m) make up 100.3% address this key audit matter: identified which required
(2016: 102.7%) of total net assets £1,436m • critically assessed the design and reporting to those charged with
(2016: £1,220m). Please see Accounting Policy implementation of the controls over governance in regards to the
1(b) and note 10. valuation and ownership of investments; valuation of the portfolio.
Investments listed on recognised exchanges • confirmed 100% of the valuation of the We did not identify any
are valued at the closing bid price at the year listed investments to closing bid prices differences when agreeing the
end. published by an independent pricing source; Company’s investment portfolio
There is a risk that investments may not be • confirmed 100% of listed investments at the to the confirmation received
valued correctly or may not represent the year end to confirmations received directly directly from the custodian and
property of the Company. Given the nature from the custodian and depository; and depositary.
and size of the balance and its importance to • reviewed the internal controls report over
the entity, we have considered that there is a Northern Trust, as it applied to custody and
potential risk of fraud in this area. attended the Audit Committee meeting at
The description of the key audit matter above which the Northern Trust controls report
should be read in conjunction with the was evaluated to assess the adequacy of the
significant issues considered by the Audit design and implementation of controls at
Committee discussed on page 28. the custodian.
Dividends from equity shares totalling £44m We have performed the following procedures to No misstatements were identified
(2016: £39m) are accounted for on an ex- address this key audit matter: which required reporting to those
dividend date as revenue, except where; in the • critically assessed the design and charged with governance in
opinion of the Board, the dividend is capital in implementation of controls over revenue regards to the completeness of
nature, in which case it is treated as a return of recognition including the Manager’s dividend income.
capital. Please see Accounting Policy 1(c) and monitoring of accuracy and completeness of Accounting policies in relation to
note 3. revenue; revenue recognition were found
There is a risk that revenue is incomplete and • for a sample of listed investments, obtained to be in line with FRS 102, the
consequently the revenue recognised in the ex-dividend dates and rates for dividends SORP and industry peers.
financial statements is misstated. declared during the year and agreed the
The description of the key audit matter above amounts recorded within the general ledger
should be read in conjunction with the to confirm that the recognition policy has
significant issues considered by the Audit been applied consistently; and
Committee discussed on page 28. • agreed a sample of dividend income receipts
to bank statements.
Rationale for the benchmark applied Net assets has been chosen as a benchmark as it is considered the most relevant benchmark for
investors and is the key driver of shareholder value.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £287,000 (2016: £244,000), as
well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee
on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Other information
The Directors are responsible for the other information. The other information comprises the information included in We have nothing to
the Annual Report including the Strategic Report and the Directors’ Report, other than the financial statements and report in respect of
our auditor’s report thereon. these matters.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
In this context, matters that we are specifically required to report to you as uncorrected material misstatements of
the other information include where we conclude that:
• Fair, balanced and understandable – the statement given by the Directors that they consider the Annual Report
and financial statements taken as a whole is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s performance, business model and strategy, is materially
inconsistent with our knowledge obtained in the audit; or
• Audit Committee reporting – the section describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee; or
• Directors’ statement of compliance with the UK Corporate Governance Code – the parts of the Directors’
statement required under the Listing Rules relating to the Company’s compliance with the UK Corporate
Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule
9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibility Statement, the Directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic alternative but to do so.
Other matters
Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 17 April 2013 to audit the financial
statements for the year ending 31 December 2013 and subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 5 years, covering the years ending 31 December 2013 to 31 December 2017.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).
(a) The maintenance and integrity of the Aberforth Partners LLP web site is the responsibility of the partners of Aberforth Partners LLP; the work carried out by the auditor of
Aberforth Smaller Companies Trust plc does not involve consideration of these matters and, accordingly, the auditor accept no responsibility for any changes that may have
occurred to the financial statements since they were initially presented on the web site.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
2017 2016
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Net gains on investments 10 – 232,376 232,376 – 29,674 29,674
Investment income 3 43,676 – 43,676 39,027 5,229 44,256
Other income 3 1 – 1 46 – 46
Investment management fee 4 (3,615) (6,026) (9,641) (3,111) (5,185) (8,296)
Portfolio transaction costs 5 – (2,651) (2,651) – (1,925) (1,925)
Other expenses 5 (750) – (750) (689) – (689)
Net return before finance costs and tax 39,312 223,699 263,011 35,273 27,793 63,066
Finance costs 6 (249) (415) (664) (254) (424) (678)
Return on ordinary activities before tax 39,063 223,284 262,347 35,019 27,369 62,388
Tax on ordinary activities 7 – – – (36) – (36)
Return attributable to
equity shareholders 39,063 223,284 262,347 34,983 27,369 62,352
Returns per Ordinary Share 9 41.59p 237.73p 279.32p 36.93p 28.89p 65.82p
The Board declared on 26 January 2018 a final dividend of 19.75p per Ordinary Share and a special dividend of 6.70p per
Ordinary Share. The Board also declared on 27 July 2017 an interim dividend of 9.05p per Ordinary Share.
The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above
statement derive from continuing operations. No operations were acquired or discontinued in the year. A Statement of
Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.
Capital
Share redemption Special Capital Revenue
capital reserve reserve reserve reserve Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Balance as at 31 December 2016 944 44 166,343 983,250 69,647 1,220,228
Return on ordinary activities after taxation – – – 223,284 39,063 262,347
Equity dividends paid 8 – – – – (28,791) (28,791)
Purchase of Ordinary Shares 14 (14) 14 (18,142) – – (18,142)
2017 2016
Note £’000 £’000
Fixed assets
Investments at fair value through profit or loss 10 1,440,496 1,253,247
Current assets
Debtors 11 3,649 2,881
Cash at bank 293 241
3,942 3,122
Approved and authorised for issue by the Board of Directors on 26 January 2018 and signed on its behalf by:
Paul Trickett,
Chairman
2017 2016
Note £’000 £’000
Operating activities
Net revenue before finance costs and tax 39,312 35,273
Tax recovered – 23
Receipt of special dividends taken to capital 3 – 5,229
Investment management fee charged to capital 4 (6,026) (5,185)
Increase in debtors (768) (215)
Decrease in other creditors (17) (40)
Net cash inflow from operating activities 32,501 35,085
Investing activities
Purchases of investments (301,163) (231,112)
Sales of investments 343,405 201,136
Cash inflow/(outflow) from investing activities 42,242 (29,976)
Financing activities
Purchases of Ordinary Shares 14 (18,142) (6,282)
Equity dividends paid 8 (28,791) (27,721)
Interest and fees paid 17 (758) (640)
Net (repayment)/drawdown of bank debt facilities (before any costs) 12, 13 (27,000) 28,750
Cash outflow from financing activities (74,691) (5,893)
(b) Investments
The Company’s investments have been categorised as “financial assets at fair value through profit or loss” as the Company’s
business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
Quoted investments are valued at their fair value, which is represented by the bid price. Where trading in the securities of an
investee company is suspended, the investment is valued at the Board’s estimate of its fair value. Purchases and sales of
investments are accounted for on trade date. Gains and losses arising from changes in fair value are included in the capital
return for the period and transaction costs on acquisition or disposal of a security are expensed to the capital reserve.
(c) Income
Dividends receivable on quoted equity shares are accounted for on the ex dividend date as revenue, except where, in the
opinion of the Board, the dividend is capital in nature, in which case it is treated as a return of capital. Where the Company has
elected to receive its dividends in the form of additional shares rather than in cash, an amount equivalent to the cash dividend
is recognised as income. Any surplus or deficit in the value of the shares received compared to the cash dividend forgone is
recognised as capital. Other income is accounted for on an accruals basis.
(d) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to revenue except as follows:
• expenses that are related to the acquisition and disposal of an investment are charged to capital; and
• expenses are charged to capital reserve where a connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect the investment management fee has been allocated 62.5% to capital
reserve and 37.5% to revenue reserve, in line with the Board’s expected long-term split of returns, in the form of capital
gains and income respectively, from the investment portfolio of the Company.
3 Income
2017 2016
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
2017 2016
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
5 Other Expenses
2017 2016
£’000 £’000
The following expenses (including VAT, where applicable) have been charged to revenue:
Depositary fee 180 169
Directors’ fees (refer to Directors’ Remuneration Report) 136 135
Secretarial services 98 96
Registrar fee 74 72
Custody and other bank charges 59 51
FCA and LSE listing fees 57 59
Auditor’s fee – audit of the financial statements 24 23
– for non-audit services – –
AIC fees 21 21
Legal fees 20 18
Directors’ and Officers’ liability insurance 11 11
Other expenses 70 34
750 689
6 Finance Costs
2017 2016
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Interest/non-utilisation costs on bank debt facility 229 383 612 239 399 638
Amortisation of bank debt facility costs 20 32 52 15 25 40
249 415 664 254 424 678
7 Taxation
Analysis of tax charged on return on ordinary activities
2017 2016
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
UK corporation tax charge for the year (see below) – – – – – –
Notional corporation tax at 19% (2016: 20%) 7,422 42,424 49,846 7,004 5,474 12,478
Adjusted for the effects of:
Non-taxable UK dividend income (7,917) – (7,917) (7,363) (1,046) (8,409)
Non-taxable overseas dividend income (225) – (225) (325) – (325)
Expenses not deductible for tax purposes – 504 504 – 385 385
Excess expenses for which no relief has been taken 720 1,223 1,943 684 1,122 1,806
Non-taxable capital gains – (44,151) (44,151) – (5,935) (5,935)
UK corporation tax charge for the year – – – – – –
Irrecoverable overseas taxation suffered – – – 36 – 36
Total tax charge for the year – – – 36 – 36
The Company has not recognised a potential asset for deferred tax of £22,164,000 (2016: £21,294,000) in respect of unutilised
management expenses because it is unlikely that there will be suitable taxable profits from which the future reversal of a
deferred tax asset may be deducted. The current main rate of corporation tax is 19% (2016: 20%).
8 Dividends
2017 2016
£’000 £’000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2016 of 18.75p
(2015: 17.85p) paid on 3 March 2017 17,696 16,962
Special dividend for the year ended 31 December 2016 of 2.75p
(2015: 2.75p) paid on 3 March 2017 2,595 2,613
Interim dividend for the year ended 31 December 2017 of 9.05p
(2016: 8.60p) paid on 24 August 2017 8,500 8,146
28,791 27,721
Amounts not recognised in the period:
Final dividend for the year ended 31 December 2017 of 19.75p
(2016: final dividend of 18.75p) payable on 6 March 2018 18,367 17,696
Special dividend for year ended 31 December 2017 of 6.70p
(2016: 2.75p) payable on 6 March 2018 6,231 2,595
24,598 20,291
The final dividend and the special dividend have not been included as liabilities in these financial statements.
2017 2016
10 Investments
2017 2016
£’000 £’000
Investments at fair value through profit or loss
Opening fair value 1,253,247 1,195,581
Opening fair value adjustment (9,457) 4,640
Opening book cost 1,243,790 1,200,221
Purchases at cost 298,903 229,487
Sale proceeds (344,030) (201,495)
Realised gains on sales 82,525 15,577
Closing book cost 1,281,188 1,243,790
Closing fair value adjustment 159,308 9,457
Closing fair value 1,440,496 1,253,247
All investments are in ordinary shares listed on the London Stock Exchange unless otherwise stated on pages 14 to 16.
Gains/(losses) on investments:
Net realised gains on sales 82,525 15,577
Movement in fair value adjustment 149,851 14,097
Net gains on investments 232,376 29,674
11 Debtors
2017 2016
£’000 £’000
Investment income receivable 3,610 2,841
Other debtors 39 40
3,649 2,881
Borrowing facilities
On 16 May 2017, the Company extended the unsecured £125 million Facility Agreement with The Royal Bank of Scotland plc for
a further three years. A 0.15% arrangement fee was paid in connection with the extension in June 2017. This is being amortised
over the expected life of the facility. Under the facility, all funds drawn down attract interest at a margin of 0.80% over LIBOR.
A non-utilisation fee is also payable on any undrawn element at a rate ranging from 0.30% to 0.50%, depending on the level of
utilisation.
The main covenant under the facility requires that, at every month end, total borrowings shall not exceed 25% of the Company’s
total adjusted gross assets. There were no breaches of the covenants during the year. As at 31 December 2017, total borrowings
represented 0.6% of total adjusted gross assets (as defined by Facility Agreement). The facility is due to expire on 15 June 2020.
The net asset value total return for the year end 31 December 2017 is the percentage movement from the net asset value as
at 31 December 2016 of 1,292.57p (31 December 2015: 1,254.30p) to the net asset value, on a total return basis, at
31 December 2017 of 1,578.01p (31 December 2016: 1,327.09p), which is 22.1% (2016: 5.8%).
Due Due
Due between between
On within 3 and 1 and Due after
(All in £’000) demand 3 months 12 months 5 years 5 years Total
Due Due
Due between between
On within 3 and 1 and Due after
(All in £’000) demand 3 months 12 months 5 years 5 years Total
22 Company information
Aberforth Smaller Companies Trust plc is a closed-ended investment company, registered in Scotland No SC126524, with its
Ordinary Shares listed on the London Stock Exchange. The address of the registered office is 14 Melville Street, Edinburgh,
EH3 7NS.
Payment of dividends
The best way to ensure that dividends are received as quickly as possible is to instruct the Company’s Registrar, whose address is given
above, to pay them directly into a bank account; tax vouchers are then mailed to shareholders separately. This method also avoids
the risk of dividend cheques being delayed or lost in the post. The Company also operates a Dividend Re-investment Plan to allow
shareholders to use their cash dividends to buy shares easily and at a low cost via the Company’s Registrar from whom the necessary
forms are available.
How to invest
The Company’s Ordinary Shares are traded on the London Stock Exchange. They can be bought or sold by placing an order with a
stockbroker, by asking a professional adviser to do so, or through most banks. The Company’s Managers, Aberforth Partners LLP, do
not offer any packaged products such as ISAs, Savings Schemes or Pension Plans.
Continuation Vote
The Company has no fixed duration. However, in accordance with the Articles of Association, an ordinary resolution will be
proposed at the Annual General Meeting to be held in 2020 (and at every third subsequent Annual General Meeting) that the
Company continues to manage its affairs as an investment trust.
AIC
The Company is a member of The Association of Investment Companies which produces a detailed Monthly Information Service on
the majority of investment trusts. This can be obtained by contacting The Association of Investment Companies, 9th Floor, 24 Chiswell
Street, London EC1Y 4YY; Website: www.theaic.co.uk; Tel: 020 7282-5555.
Financial Calendar
Dividends in respect of the year ended 31 December 2017
Interim Special Final
Rate per Share: 9.05p 6.70p 19.75p
Ex Dividend: 3 August 2017 8 February 2018 8 February 2018
Record date: 4 August 2017 9 February 2018 9 February 2018
Pay date: 24 August 2017 6 March 2018 6 March 2018
Furthermore, in accordance with the Directive, the AIFM’s remuneration policy and the numerical disclosures in respect of the AIFM’s
relevant reporting period (year ended 30 April 2017) are available on request from Aberforth Partners.
Glossary of UK GAAP Measures
Net Asset Value, also described as Shareholders’ Funds, is the value of total assets less all liabilities. The Net Asset Value,
or NAV, per Ordinary Share is calculated by dividing this amount by the total number of Ordinary Shares in issue.
Gearing represents the amount by which total investments exceed Shareholders’ Funds, expressed as a percentage of
Shareholders’ Funds. If stockmarkets rise, gearing can increase the Company’s returns, but, if they fall, losses will be
greater. If the amount calculated is a negative percentage then total investments are less than Shareholders’ Funds.
Share Price Total Return represents the theoretical return to a shareholder, on a closing market price basis, assuming
that all dividends received were reinvested, without transaction costs, into the Ordinary Shares of the Company at the
close of business on the day the shares were quoted ex dividend. The share price as at 31 December 2017 was 1326.00p
(2016: 1109.00p) and dividends, which went ex dividend during the year (see note 8 on page 45) were 30.55p (2016:
29.20p). The effect of reinvesting these dividends on the respective ex-dividend dates amounted to 34.11p (2016:
33.37p). The share price total return was therefore 22.6% (2016: -4.2%), being the sum of the closing share price, plus
the reinvestment dividend figure, divided by the closing share price at the previous year end.
Discount is the amount by which the stockmarket price per Ordinary Share is lower than the Net Asset Value, or NAV,
per Ordinary Share. The discount is normally expressed as a percentage of the NAV per Ordinary Share. The opposite of
a discount is a premium.
Benchmark Total Return is the return on the benchmark, on a closing market price basis, assuming that all dividends
received were reinvested into the shares of the underlying companies at the time their shares were quoted ex dividend.
Further information on the Company’s benchmark, the Numis Smaller Companies Index (excluding Investment
Companies), can be found on page 4.
Performance Attribution is an analysis of how the Company achieved its performance relative to its benchmark. Sector
and stock selection measures the effect of investing in sectors and securities to a greater or lesser extent than their
weighting in the benchmark.
Active share ratio is calculated by summing the absolute differences between a portfolio’s weight in a stock and an
index’s weight in a stock for all the stocks in the portfolio or index. The total is then divided by two to give a ratio
between 0% and 100%. Active Share is addressed in “How Active Is Your Fund Manager?” (Antti Petajisto and Martijn
Cremers Yale School of Management, 2009).
Ongoing Charges represent the total cost of investment management fees and other operating expenses of £10,391,000
(2016: £8,985,000), as disclosed in the Income Statement, as a percentage of the average published net asset value
£1,363,794,000 (2016: £1,121,430,000) over the period and are calculated in accordance with the guidelines issued by
the AIC.
Leverage for the purposes of the AIFM Directive, is any method which increases the Company’s exposure to
stockmarkets whether through borrowings, derivatives or any other means. It is expressed as a ratio of the Company’s
exposure to its NAV. In summary, the gross method measures the Company’s exposure before applying hedging or
netting arrangements. The commitment method allows certain hedging or netting arrangements to be offset. ASCoT has
no hedging or netting arrangements.
Portfolio Turnover is calculated by summing the lesser of purchases and sales over one year divided by the average
portfolio value for that year.