The Mercantile Investment Trust Plc
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JPM Mercantile 4pp cover 06/04/2016 12:46 Page 2 THE MERCANTILE INVESTMENT TRUST PLC Annual Report & Accounts for the year ended 31st January 2016 Discovering Tomorrow’s Market Leaders JPM Mercantile 4pp cover 06/04/2016 12:46 Page 3 Contents 1 A message from your Chairman 1 Features 2 Financial Highlights Strategic Report 3 Chairman’s Statement 6Investment Managers’ Report 11 Summary of Results 12 Performance 13 Ten Year Financial Record 14 Ten Largest Investments 15 Portfolio Analyses 16 List of Investments 19 Business Review Governance 22 Board of Directors 24 Directors’ Report 26 Corporate Governance Statement 31 Directors’ Remuneration Report 34 Statement of Directors’ Responsibilities 35 Independent Auditors’ Report Financial Statements 40 Statement of Comprehensive Income 41 Statement of Changes in Equity 42 Statement of Financial Position 43 Statement of Cash Flows 44 Notes to the Financial Statements Shareholder Information 61 Notice of Annual General Meeting 64 Glossary of Terms and Definitions 66 Where to buy J.P. Morgan Investment Trusts 67 Information about the Company JPM Mercantile pp01_18 05/04/2016 16:47 Page 1 A message from your Chairman Please find enclosed this year’s Annual managing your capital for long-term growth and as such, we Report and Accounts. encourage you to look through the current volatility and recognise that it is simply an integral part of stock market investment. You will note that we have made some changes to the format of our Annual You have entrusted us to grow your wealth and we take that Report, and I hope that you feel that responsibility very seriously. Our confidence in our sector focus these are helpful and that the reading and our strategy remains undimmed. I would encourage you to of this document is clearer and more read my full statement on pages 3 to 5. enjoyable. On behalf of the Board, I would like to thank you for continuing to We recognise that for many investors, support the Company. the events of 2015 will long since have been superseded by the market volatility since the start of 2016. It Hamish Leslie Melville has certainly been an interesting start to the year. However,weare Features Objective Management Company and Company Secretary Long term capital growth from a portfolio of UK medium and The Company employs JPMorgan Funds Limited (‘JPMF’ or the smaller companies. ‘Manager’) as its Alternative Investment Fund Manager and Company Secretary. JPMF is approved by the Financial Conduct Investment Policy Authority and delegates the management of the Company’s - To emphasise growth from medium and smaller companies. portfolio to JPMorgan Asset Management (‘JPMAM’). - Long term dividend growth at least in line with inflation. Website - To use long term gearing to increase potential returns to The Company’s website, which can be found at shareholders. The Company’s gearing policy is to operate within www.mercantileit.co.uk, includes useful information on the a range of 10% net cash to 20% geared. Company, such as daily prices, factsheets and current and historic half year and annual reports. - To invest no more than 15% of gross assets in other UK listed investment companies (including investment trusts). FCA regulation of ‘non-mainstream pooled Benchmark investments’ The FTSE All-Share Index excluding constituents of the FTSE 100 The Company currently conducts its affairs so that the shares Index and investment trusts, with net dividends reinvested. issued by the Company can be recommended by independent financial advisers to ordinary retail investors in accordance with Capital Structure the FCA’s rules in relation to non-mainstream investment products and intends to do so for the foreseeable future. At 31st January 2016 the Company’s share capital comprised 95,957,040 ordinary shares of 25p each. The shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in At 31st January 2016, the Company also had in issuea an investment trust. £3.85 million 4.25% perpetual debenture and a £175 million 6.125% debenture repayable on 25th February 2030. The Mercantile Investment Trust plc Annual Report & Accounts 2016 1 JPM Mercantile pp01_18 06/04/2016 11:10 Page 2 Financial Highlights Total returns (includes dividends reinvested) +12.9% +18.6% +4.7% Return on net assets1 Return to shareholders2 Benchmark3 (2015: +4.4%) (2015: –0.7%) (2015: +4.6%) 43.0p +4.9% Ordinary dividend Dividend increase (2015: 41.0p) (2015: +2.5%) Long Term Performance for periods ended 31st January 2016 148.0 150 Net assets1 134.9 135.2 Shareprice2 120 Benchmark3 90 82.2 77.0 % 70.3 60.8 60 50.6 39.6 30 0 3 Year Performance 5 Year Performance 10 Year Performance A glossary of terms and definitions is provided on page 64. 1Source: J.P. Morgan, using net asset value per share, cum income, with debt at par value. 2Source: Morningstar. 3Source: Russell/Mellon CAPS. The Company’s benchmark is the FTSE All-Share Index excluding constituents of the FTSE 100 Index and investment trusts, with net dividends reinvested. 2 JPM Mercantile pp01_18 05/04/2016 16:47 Page 3 Strategic Report Over the year to 31st January 2016, your Company outperformed its benchmark with a Net Chairman’s Asset Value return of 12.9% (cum income, debt at par) against 4.7% for the benchmark. Statement Share price total return was 18.6%. This result is good in itself, but to put it in perspective, and no less importantly, your Company has outperformed its benchmark1 by 11.0% and 6.7% over three and five years respectively. Measured against the FTSE 100 Index, outperformance is even more marked. The Company has beaten the FTSE 100 performance2 by 41.6%, 50.5% and 76.9% over three, five and ten years respectively. Please refer to the graph on page 12 for details of performance. The performance of the portfolio is addressed more fully in the Investment Managers’ Report. Returns and Dividends Earnings per share increased from 42.1p to 51.5p over the year, compared with the year ended 31st January 2015. The major reason for the increase was the rise in underlying and special dividend receipts. Your Company has paid three interim dividends of 10.0p per ordinary share over the year under review, and the Board has declared a fourth quarterly interim dividend of 13.0p, giving a total dividend of 43.0p for the year, an increase of 2.0p on last year’s total dividend of 41.0p. The yield continues to compare favourably with the Company’s peers. The Board intends to pay the first three interim dividends for the current year ending 31st January 2017 at 10.25p per ordinary share. The level of the fourth interim dividend will be determined by the Board towards the end of the financial year and will depend on the level of dividends received and anticipated by the Company. The Board recognises the importance to shareholders of a smooth flow of dividends over the course of the year, and also of maintaining a strong revenue reserve to protect the dividend flow for shareholders. As at the year end, taking account of the payment of the fourth interim dividend, the “The Board recognises the revenue reserve stood at £28.8million, which is the equivalent to 30.0 pence per share. importance to Discount and Share Buybacks shareholders of a smooth Over the year under review, the discount narrowed from 14.6% to 10.6% on the basis of a flow of dividends over the cum income calculation with debt at par. Using a cum income calculation with debt at fair course of the year, and value, the discount would be shown to have narrowed over the course of the year from 10.8% to 7.4%. I would urge you to refer to page 20 where there is an explanation of the also of maintaining a calculation methodologies. strong revenue reserve to During the year a total of 1,747,595 shares were repurchased for cancellation, amounting protect the dividend flow to 1.79% of issued share capital at the beginning of the year, at a total cost of £28.0 million. for shareholders.” Share buy backs during the year under review have added approximately 4.3p to the net asset value per share. The Board intends to continue to use the share repurchase authority to enhance value and manage imbalances between the supply and demand of the Company’s shares, thereby reducing the volatility of the discount. The Board believes that, to date, this mechanism has been helpful and therefore proposes and recommends that the powers to repurchase up to 14.99% of the Company’s shares, be renewed for a further period. It is proposed that the authority permit either that these shares be cancelled or held in treasury. Gearing The Company ended the year with net cash of 4.6%. During the year gearing varied between 0.7% geared and 5.0% net cash. It is the Board’s intention to continue to operate within the range of 10% net cash to 20% geared, under normal market conditions. Gearing is regularly 1Source: J.P. Morgan, using net asset value per share, cum income, with debt at par value. 2Source: Bloomberg. The Mercantile Investment Trust plc Annual Report & Accounts 2016 3 JPM Mercantile pp01_18 05/04/2016 16:47 Page 4 Strategic Report – continued discussed between the Board and the Investment Managers. In addition to the Company’s debenture gearing, the Company has a three year bank facility, which is currently undrawn, taken out on 6th November 2013, of £50,000,000.