Source - LSE Regulatory
RNS Number : 8189V
Schroder UK Mid Cap Fund PLC
16 December 2021
 

ANNUAL REPORT AND ACCOUNTS

 

Schroder UK Mid Cap Fund plc (the "Company") hereby submits its Annual Report and Accounts for the year ended 30 September 2021 (the "Annual Report), as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.

 

The Annual Report will also be published in hard copy format and an electronic copy will shortly be available to download from the Company's webpages www.schroders.co.uk/ukmidcap  

 

Please click on the following link to view the document:

 

http://www.rns-pdf.londonstockexchange.com/rns/8189V_1-2021-12-15.pdf

 

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

 

Enquiries:

 

Gareth Faith

Schroder Investment Management Limited

Tel: 020 7658 5264

 

 

Chairman's Statement

 

Investment and share price performance

 

The Company performed well in the second half of the year to 30 September 2021, building on its strong first half performance.

 

Against a strong bounce back in both the UK economy and the FTSE 250, the Company's net asset value ("NAV") total return for the year was 41.8% compared to 40.9% from the Company's Benchmark (the FTSE 250 ex Investment Trusts Index). The share price total return over the same period was even stronger at 62.6%. This was a consequence of both the strong NAV performance together with a meaningful decrease in the Company's share price discount to NAV from 19.4% at the end of September 2020 to 7.8% at the end of September 2021. While this reduction in the discount was pleasing, we have seen some widening again post year-end as the UK equity market gave back some of its gains on the back of emerging inflationary and supply chain concerns, and as overseas investors' recent enthusiasm for UK assets waned a little.

 

Revenue and dividends

 

In the Company's last Annual Report, the Board indicated that there had been a significant reduction in the income generated by the portfolio as a result of companies either suspending or reducing their dividends due to the effects of COVID-19. Whilst the total dividends paid by the Company for the year ended 30 September 2020 decreased accordingly, utilisation of some of the Company's revenue reserves helped to mitigate this fall to some extent and the dividends declared by the Board were set at a level which we believed was realistic and sustainable in future years.

 

In June of this year, the Board was pleased to announce an unchanged interim dividend of 3.80 pence per share and following a significant recovery in portfolio income, we have declared a final dividend of 11.0 pence per share for the year ended 30 September 2021. The proposed final dividend, combined with the interim dividend of 3.80 pence per share already paid during the year, brings total dividends for the year to 14.80 pence per share, an increase of 11.3% in dividends declared in respect of the previous financial year. At the current share price of 674 pence as at 15 December 2021, this represents a yield of 2.2%. A resolution to approve the payment of the final dividend for the year ended 30 September 2021 will be proposed at the forthcoming Annual General Meeting ("AGM"). If the resolution is passed, the dividend will be paid on 14 February 2022 to shareholders on the register on 14 January 2022.

 

Gearing

 

At the year end, net gearing was 7.7% (2020: 5.3%), which comprised the Company's £25 million revolving credit facility with Scotiabank Europe plc, maturing in February 2023. It is expected that the Manager will continue to use this gearing to take advantage of attractive new investment opportunities and to participate in capital raisings by portfolio companies.

 

Discount management

 

As stated earlier, whilst the narrowing of the discount over the year was encouraging, the Board continues to monitor it as we have seen some increase post year-end. In order to facilitate buybacks should we deem them to be necessary, we propose that the Company's share buyback authorities be renewed at the forthcoming AGM and that any shares so purchased be cancelled or held in treasury for potential reissue at a premium to NAV.

 

Environmental, Social and Governance ("ESG")

 

The Board recognises the growing importance of ESG concerns to investors. The recent focus on climate change, brought to the forefront by the UK hosting the COP26 conference in November 2021 increased public attention on environmental issues. ESG considerations have been embedded within the Schroders investment process for over 20 years and, while the Company is not managed with a specific ESG mandate, the Board is pleased to report that the portfolio has a carbon intensity of around half that of its benchmark. More details of the Manager's approach to ESG can be found on pages 13 and 14 of the Strategic Report in the full Annual Report.

 

Annual General Meeting

 

The Company's AGM will be held at 12.00 noon on Wednesday, 9 February 2022. Subject to any COVID-19 related restrictions, we encourage shareholders to attend in person and if unable to, to cast their votes by proxy. If the format of the AGM has to be altered due to government guidance on public gatherings, the Company will inform shareholders by placing a notice on the Company's website and via a Regulatory Information Service. The AGM will provide an opportunity for shareholders to ask questions of the Board and the Manager. As with the 2021 AGM, the Manager's presentation will take the form of a separate webinar in order to make it accessible to a wider number of shareholders, many of whom find coming to London difficult. Jean Roche and Andy Brough, the fund managers, will be presenting this webinar at 2.00pm on 8 February 2022, and all shareholders are encouraged to sign up to hear the fund managers' views. To sign up please visit https://registration.duuzra.com/form/SCPAGM2022 

 

The Board is keen to hear from the Company's shareholders and questions ahead of the AGM are welcome. To email, please use: amcompanysecretary@schroders.com or write to us at Company Secretary, Schroder UK Mid Cap Fund plc, 1 London Wall Place, London EC2Y 5AU. Please submit any questions by 4 February 2022.

 

Outlook

 

The rapid pace of the UK's recovery following the severe recession brought about by the global pandemic, and its effect upon public health and economic activity now presents a number of challenges for policymakers with inflationary pressures growing and supply-chain disruption emerging across a number of sectors. It is likely that the former will result in some increases in interest rates. The timing of the easing of supply chain pressures remains uncertain. Overall, after such a rebound in economic and corporate prospects there must be some raised uncertainty driven by tightening monetary policy and concerns over how companies cope with rising costs and the effect of these on corporate earnings trends.

 

The events of the last two years have shown the merit of the Manager continuing to apply a high conviction approach of selecting resilient companies which can also deliver good earnings growth based upon clear competitive advantage and the ability to either disrupt incumbent businesses or to reinvent themselves. The investment thesis is supported by detailed fundamental research. This approach has been demonstrably successful over the long term. When the implications of the pandemic were becoming clearer earlier this year, the portfolio managers' approach to company selection did not change, as in their view, the investment outlook for many of the strongest companies remained unchanged and they continue to believe this today.

 

As a recent historic parallel, the recovery following the global financial crisis felt painfully slow however many mid cap companies that had genuine competitive advantages emerged stronger. There has also been considerable merger and acquisition activity within the mid cap space driven in part by overseas buyers identifying attractive valuations within the market. In addition, many dividends are being reinstated as the confidence of companies' managers in the recovery has improved. The Manager can see plenty of companies that still have surplus cash to grow their businesses and reward their shareholders. Many of these businesses have positive outlooks underpinned by many longer-term structural trends whether these are around energy transition, cyber security, the growth in gaming and online retailing, or fintech. These are all areas where the UK excels and the portfolio managers believe that they can still find opportunities within these and other sectors at compelling valuations. This underpins the positive outlook for the Company.

 

Robert Talbut

Chairman

 

15 December 2021

 

 

Manager's Review

 

Market Background

 

UK equities performed very well over the period and mid cap equities particularly so. The FTSE 250 ex Investments Trusts Index rose 40.9%, eclipsing a 25.4% gain in the FTSE 100. Mid caps benefited as many domestically focused areas of the market extended their sharp recovery from the lows of 2020. This occurred as it became increasingly apparent that the UK economy had been enjoying a 'V-shaped' recovery. For the majority of the period, global markets were driven by a recovery in cyclical value sectors (especially those previously heavily impacted by COVID-19 restrictions) and this was beneficial to both the UK's lowly valued domestic and internationally focused sectors, notably the industrials. UK inward merger and acquisition activity accelerated further, with bids in industrial and consumer sectors a particular feature. A number of mid cap companies attracted eye-catching bid premia, underlining the valuation attractions of the UK equity market, and how many high-quality mid cap companies are trading at hard to justify discounts to international peers (*see Q&A: why are so many investors still ignoring the UK stock market?). The cyclical value recovery began to falter towards the end of the period as Western monetary policymakers grew markedly more hawkish on the basis that inflationary pressures might prove less transitory than hoped. Meanwhile, concerns that global growth trends and earnings were close to peaking further drove a market rotation back in favour of growth and quality stocks, which had performed very well during the height of the pandemic.

 

* https://www.schroders.com/en/insights/economics/qa-why-are-so-many-investors-still-ignoring-the-uk-stock-market/   

 

Portfolio Performance

 

The NAV achieved a total return of 41.8%, outperforming the benchmark by 0.9% over the 12-month period. Meanwhile, the share price total return was 62.6%. At the end of the period the discount was 7.8%, which has widened slightly since the 4.6% at the end of March but was notably narrower than the 19.4% of 30 September 2020 (source: Schroders).

 

Distributor of building materials, Grafton, was the top contributor over the period. The company has significant exposure to the growing RMI (Repair, Maintain, Improve) market, which has continued to boom following the first pandemic related lockdown, especially within the private housing segment. Thus, the share price has recovered strongly, and then outperformed, since the indiscriminate, COVID-19 related, March 2020 sell off. The group reported record half year results thanks to a very strong performance from Woodie's (Irish DIY and Home retail chain) and good contributions from the two acquisitions, Stairbox and IKH which took place in December and June 2021 respectively. Performance was also boosted with the agreement to divest the traditional merchant business to Huws Gray. This is all consistent with the management team's strategy of divesting of lower margin businesses and using internally generated cash to acquire higher margin businesses with more pricing power.

 

Another lead contributor over the period was technology-enabled fund management company Man Group. The company reported record-high funds under management in quarter 3, predominantly driven by strong investment performance, which has driven serial earnings upgrades and ensuing double digit dividend growth. Continuing share buybacks would indicate to us that management see the shares as undervalued.

 

Commercial van & car hire, sale and repair and accident services ("mobility") provider Redde Northgate performed well over the 12-month period. The stock was promoted back into the FTSE 250 in April after four years in the Small Cap Index. Management reported merger savings well head of target as part of its annual results publication in July. With residual values well supported by a well-publicised shortage of new vehicles, Redde Northgate has benefited. As part of its AGM statement in September, the group reported the signing of "new, sizeable, multi-year" contracts within its mobility platform, which are expected to go live in mid-2022.

 

The theme seemingly weighing on three of our most significant detractors, Dunelm, Pets at Home and Games Workshop is that of perceived lockdown winners from which the market is looking to move on. This is a bit strange in the case of Dunelm in particular, whose stores were closed for around one-third of the relevant period. As ever, we take a more long-term view: the structural growth trends which have made this trio among our top performers over the last two years, persist, namely strong online and in store sales growth, humanisation of pet ownership and monetisation of strong intellectual property (in the case of Games Workshop). Coming out of lockdown is good for business: Dunelm reported strengthening homewares market share as stores and in house cafes reopened, Pets at Home will benefit from an increased (+10%) number of pet cats and dogs in the UK, whose owners are more attuned to their needs than perhaps they might have been pre COVID-19, and Games Workshop's existing stores can welcome customers again without interruption as international omnichannel expansion continues.

 

Utilities provider Telecom Plus also underperformed over the year. Shares rose early on in the period with the anticipation of positive half-year results. However, the results showed revenue was very marginally down driven by the lower energy price cap implemented by the regulator (Ofgem) last year. This situation has since reversed markedly as energy prices have soared, lifting the share price higher towards the end of the period. It is our expectation that as social circles reopen, Telecom Plus agents will be more easily able to sell their multi-utility product.

 

With the value of UK M&A deals in the first three quarters of 2021 about to surpass the whole of 2020, it's no surprise that the two companies at the top of our stocks not held negative contributor table were both not just bid targets, but subjects of bidding wars. Specifically, defence engineer Meggitt and supermarket chain WM Morrison attracted competing bids from US competitors and US private equity firms respectively.

 

Meanwhile, not holding miner Centamin was a notable positive for the fund. Shares fell 58% from third quarter 2020 highs as guidance related to a shift in mining plans following movement in a localized area of waste material at its Sukari Mine. Lloyd's insurer Hiscox suffered reputationally, and, ultimately, financially, from its exposure to pandemic related business interruption claims.

 

Portfolio Activity

 

We have further concentrated the portfolio, reducing the number of holdings from 54 to 52 over the financial year.

 

Attractively priced structural growth opportunities continue to influence our new additions to the portfolio. We added holdings in NCC Group and Chemring, both of which have significant operations in cyber security, a trend which is set to continue to grow in a post COVID-19 world. Both stocks represent good value versus other cyber security companies. We started a new position in industrial and electronics distributor Electrocomponents, which is set to gain market share online in this space and which has a competitive and high margin own label offering. We initiated a position in Tyman, whose new CEO is emphasising organic growth as opposed to the acquisition-led strategy of old, and which is exposed to the growing global market for more energy efficient door and window fixings. A site visit to one of Tyman's UK plants gave us additional insight into the high quality of its products and exacting processes. We took the opportunity of a capital raise to initiate a position in digital media/commerce consultancy and business events organisation company Ascential, whose global customers range from Amazon to Walmart, and in the consumer branded world, from Pepsi to P&G.

 

We participated in the initial public offering of private equity and credit fund management company Bridgepoint Group. Bridgepoint has some common ground with us in that it focuses on mid-sized companies - at one point it owned Pets at Home and Safestore, for example. Bridgepoint generally acquires or invests in businesses with a European focus, and management aims to double the size of the company over the next five years. We also participated in the initial public offering of Petershill Partners, which owns minority stakes in alternative asset managers and is benefiting from similar structural growth trends driving private equity markets. Continuing with IPOs, we participated in the IPO of Trustpilot. With online reviews becoming an essential part of winning new customers, this open review platform provides consumers with essential information about both products and services. We expect that a Trustpilot rating will become more and more of a "must have" for small and medium sized consumer facing businesses not only in the home markets of the UK and Denmark but also, potentially, in markets such as the US where the company is already making inroads. Following very strong performance since the IPO we exited the position purely on valuation grounds.

 

Moving to the more notable sales over the period, we sold our shares in pub operator JD Wetherspoon, which went to a significant premium following a capital raise. Again, valuation remains a key element of our sales discipline as demonstrated by the disposal of airline Wizz Air. We sold Royal Mail and Renishaw due to their promotions into the FTSE 100, in line with our stated investment strategy.

 

Following bids for both, we disposed of our positions in gaming companies William Hill and Gamesys. The rapid growth, following the deregulation of the online sports gaming market in the US, makes UK specialised gaming assets highly attractive. Wishing to retain exposure to the sector, we initiated a position in online gaming group 888. Another bid-related disposal was SDL, which was acquired by RWS, an AIM listed peer.

 

Lastly, we sold our residual positions in oil exploration and production business Cairn Energy following share price outperformance on positive news from its long-running Indian tax dispute, and oil and gas engineering services company Petrofac.

 

Outlook

 

This time last year, we were in the thick of COVID-induced disruption and uncertainty around some companies' survival. Since then, the strength and nature of the economic recovery has caught many companies and investors by surprise, with its "bunny-hopping" characteristics causing disruption and bottlenecks on a global scale. In the UK, the end of the furlough scheme has not led to the feared spike in unemployment. Instead, a shortage of workers driven by the decision of many of the older members of the workforce (c.f. HGV and taxi drivers, for example) to retire and by a shift away from the hospitality industry and towards pandemic and structurally fuelled growth areas such as warehouse jobs, has pushed labour costs up.

 

This has led to eye catching inflation figures across the board, and this is why, although the pandemic continues to rumble, throwing plans off course in our daily lives, the focus now is on inflation.

 

However, we are stock pickers and what we are focussing on instead is understanding how our portfolio is positioned for the effects of higher inflation. We are therefore spending a lot of time talking to companies to try and understand what it means for their specific businesses, and whether their pricing power is holding up. We are also attempting to unpick which stocks have earnings which might have been flattered by government largesse, so that we can get a true picture of "normalised" earnings, also taking into account high levels of secondary market issuance.

 

For the consumer specifically, inflation in the energy market may prove more sticky than expected, which could affect some consumers more than others, particularly those who are not part of the cohorts who have generated an estimated excess of £200bn in savings over the period of the pandemic.

 

The importance of stock picking in this environment cannot therefore be overestimated. More broadly, companies with niche products exposed to structurally growing markets will also be better able to pass on rising costs to the consumers of their products. These markets are reflected in the portfolio by themes varying from the humanisation of pets, to a growing need for spend on cybersecurity to adoption of 5G, to mention a few.

 

The UK market continues to return to favour as we are seeing continued bid activity and we would expect that trend to continue. The new issue market has also picked up significantly which reflects the underlying strength of the mid cap area of the market. Although the political backdrop is perhaps more nervous than it was a year ago, UK GDP growth expectations for 2021 have, broadly, doubled, since the start of the year, to around 7%. For 2022, 'Consensus forecast' GDP growth stands around 4.7%, one of the highest forecast growth rates for any economy around the world.1

 

As ever, we are sticking to our sell discipline, avoiding companies where we think the business model is in danger of being disrupted while seeking out companies which we think are capable of reinventing themselves, or which might be the next mid cap disruptor.

 

1Please note that any such information is no assurance that any forecast or projection will be realised.

 

 

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.

 

Although the Board believes that it has a robust framework of internal control 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.

 

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. These were political risk, climate change risk and the impact of the COVID-19 pandemic. The Board has determined that these risks are worthy of close monitoring, although they do not meet the threshold for inclusion as principal risks at this time. The Board receives updates from the Manager, Company Secretary and other service providers on other potential risks that could affect the Company.

 

Political risk includes Brexit, trade wars and regional tensions. The Board continues to monitor developments for the UK's departure from the European Union and to assess the potential consequences for the Company's future activities. The Board is also mindful that changes to public policy in the UK could impact the Company in the future.

 

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

 

Risk

Mitigation and management

Strategic

 

The requirements of investors change or diverge in such a way as to diverge from the Company's investment objectives, resulting in a wide discount of the share price to underlying NAV per share.

 

 

The appropriateness of the Company's investment remit is periodically reviewed and the success of the Company in meeting its stated objectives is monitored.

 

The share price relative to NAV per share is monitored and the use of buy back authorities is considered on a regular basis.

 

Marketing and distribution activity is actively reviewed.

 

The Company engages proactively with investors.

 

The Company's cost base could become uncompetitive, particularly in light of open ended alternatives.

The ongoing competitiveness of all service provider fees is subject to periodic benchmarking against their competitors.

 

Annual consideration of management fee levels is undertaken.

 

Investment management

 

The Manager's investment strategy, if inappropriate, may result in the Company underperforming the market and/or peer group companies, leading to the Company and its objectives becoming unattractive to investors.

 

 

Review of the Manager's compliance with its agreed investment restrictions, investment performance and risk against investment objectives and strategy; relative performance; the portfolio's risk profile; and whether appropriate strategies are employed to mitigate any negative impact of substantial changes in markets. The Manager also reports 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.

 

Financial and market risk

 

The Company is exposed to the effect of market fluctuations due to the nature of its business. A significant fall in equity markets could have an adverse impact on the market value of the Company's underlying investments.

 

 

 

 

Custody

 

Safe custody of the Company's assets may be compromised through control failures by the depositary, including cyber hacking.

 

 

 

The risk profile of the portfolio is considered and appropriate strategies to mitigate any negative impact of substantial changes in markets are discussed with the Manager. See note 20 of the notes to the accounts in the Annual Report.

 

 

 

The depositary reports on the safe custody of the Company's assets, including cash and portfolio holdings which are independently reconciled with the Manager's records.

 

The review of audited internal controls reports covering custodial arrangements is undertaken.

 

An annual report from the depositary on its activities, including matters arising from custody operations is received.

 

Gearing and leverage

 

The Company utilises credit facilities. These arrangements increase the funds available for investment through borrowing. While this has the potential to enhance investment returns in rising markets, in falling markets the impact could be detrimental to performance.

 

 

 

Gearing is monitored and strict restrictions on borrowings are imposed: gearing continues to operate within pre-agreed limits so as not to exceed 25% of total assets.

 

Accounting, legal and regulatory

 

In order to continue to qualify as an investment trust, the Company must comply with the requirements of section 1158 of the Corporation Tax Act 2010.

 

Breaches of the UK Listing Rules, the Companies Act or other regulations with which the Company is required to comply, could lead to a number of detrimental outcomes.

 

 

 

The confirmation of compliance with relevant laws and regulations by key service providers is reviewed.

 

Shareholder documents and announcements, including the Company's published annual report are subject to stringent review processes.

 

Procedures are established to safeguard against the disclosure of inside information.

 

Service provider

 

The Company has no employees and has delegated certain functions to a number of service providers. Failure of controls, including as a result of cyber hacking, and poor performance of any service provider, could lead to disruption, reputational damage or loss.

 

 

 

Service providers are appointed subject to due diligence processes and with clearly-documented contractual arrangements detailing service expectations.

 

Regular reports are provided by key service providers and the quality of their services is monitored.

 

Review of annual audited internal controls reports from key service providers, including confirmation of business continuity arrangements and IT controls is undertaken.

 

Cyber

 

The Company's service providers are all exposed to the risk of cyber attacks. Cyber attacks could lead to loss of personal or confidential information or disrupt operations.

 

 

 

Service providers report on cyber risk mitigation and management at least annually, which includes confirmation of business continuity capability in the event of a cyber attack.

 

 

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.

 

A full analysis of the financial risks facing the Company is set out in note 20 to the accounts on pages 49 to 53 of the full Annual Report.

 

 

Statement of Directors' Responsibilities in respect of the Annual Report and Accounts

 

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

 

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

 

•        select suitable accounting policies and then apply them consistently;

 

•        make judgements and estimates that are reasonable and prudent;

 

•        state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

 

•        assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

 

•        use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Responsibility statement of the Directors in respect of the annual financial report

 

We confirm that to the best of our knowledge:

 

•        the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

 

•        the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

 

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

 

 

Income Statement

 

for the year ended 30 September 2021

 

 

 

2021

 

 

2020

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Gains/(losses) on investments held at fair value through profit or loss

-

78,136

78,136

-

(18,945)

(18,945)

Income from investments

6,453

736

7,189

4,155

-

4,155

Other interest receivable and similar income

-

-

-

4

-

4

Gross return/(loss)

6,453

78,872

85,325

4,159

(18,945)

(14,786)

Investment management fee

(521)

(1,215)

(1,736)

(402)

(939)

(1,341)

Administrative expenses

(494)

-

(494)

(516)

-

(516)

Net return/(loss) before finance costs and taxation

5,438

77,657

83,095

3,241

(19,884)

(16,643)

Finance costs

(116)

(270)

(386)

(86)

(200)

(286)

Net return/(loss) before taxation

5,322

77,387

82,709

3,155

(20,084)

(16,929)

Taxation

-

-

-

-

-

-

Net return/(loss) after taxation

5,322

77,387

82,709

3,155

(20,084)

(16,929)

Return/(loss) per share

15.18p

220.69p

235.87p

8.92p

(56.79)p

(47.87)p

 

The "Total" column of this statement is the profit and loss account of the Company. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other items of other comprehensive income, and therefore the net return after taxation 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 30 September 2021

 

Called-up

 

Capital

 

Share

 

 

 

 

share

Share

redemption

Merger

purchase

Capital

Revenue

 

 

capital

premium

reserve

reserve

reserve

reserves

reserve

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 30 September 2019

9,036

13,971

220

2,184

13,337

178,064

9,612

226,424

Repurchase of the Company's own shares into treasury

-

-

-

-

(3,429)

-

-

(3,429)

Net (loss)/return on ordinary activities

-

-

-

-

-

(20,084)

3,155

(16,929)

Dividends paid in the year

-

-

-

-

-

-

(6,542)

(6,542)

At 30 September 2020

9,036

13,971

220

2,184

9,908

157,980

6,225

199,524

Net return on ordinary activities

-

-

-

-

-

77,387

5,322

82,709

Dividends paid in the year

-

-

-

-

-

-

(4,664)

(4,664)

At 30 September 2021

9,036

13,971

220

2,184

9,908

235,367

6,883

277,569

 

Statement of Financial Position

 

at 30 September 2021

 

 

2021

2020

 

£'000

£'000

Fixed assets

 

 

Investments held at fair value through profit or loss

300,061

210,161

Current assets

 

 

Debtors

1,389

1,380

Cash at bank and in hand

3,564

14,504

 

4,953

15,884

Current liabilities

 

 

Creditors: amounts falling due within one year

(2,445)

(1,521)

Net current assets

2,508

14,363

Total assets less current liabilities

302,569

224,524

Creditors: amounts falling due after more than one year

(25,000)

(25,000)

Net assets

277,569

199,524

 

 

 

Capital and reserves

 

 

Called-up share capital

 9,036

9,036

Share premium

 13,971

 13,971

Capital redemption reserve

 220

 220

Merger reserve

 2,184

 2,184

Share purchase reserve

9,908

9,908

Capital reserves

235,367

157,980

Revenue reserve

6,883

6,225

Total equity shareholders' funds

277,569

199,524

Net asset value per share

791.56p

568.99p

 

 

Notes to the Accounts

 

1.         Accounting Policies

 

Basis of accounting

 

Schroder UK Mid Cap Fund plc ("the Company") is registered in Scotland as a public company limited by shares. The Company's registered office is 1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL.

 

The accounts are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP"), in particular in accordance with Financial Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (the "SORP") issued by the Association of Investment Companies in October 2019. All of the Company's operations are of a continuing nature.

 

The accounts have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments 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: stress testing prepared by the Manager which modelled a 50% decline in valuation of investments and investment income and demonstrated the Company's ability to comply with the covenants of its borrowing agreements and pay its operating expenses; the effect of COVID-19; 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 Company has not presented a statement of cash flows, as it is not required for an investment fund whose investments are highly liquid, carried at market value and which presents a statement of changes in equity.

 

The accounts are presented in sterling and amounts have been rounded to the nearest thousand.

 

The accounting policies applied to these accounts are consistent with those applied in the accounts for the year ended 30 September 2020.

 

No significant judgements, estimates or assumptions have been required in the preparation of the accounts for the current or preceding financial years.

 

2.         Income

 

 

2021

2020

Revenue:

£'000

£'000

Income from investments:

 

 

UK dividends

6,125

3,924

UK property income distributions

328

231

 

6,453

4,155

Other interest receivable and similar income:

 

 

Deposit interest

-

4

 

6,453

4,159

Capital:

 

 

Special dividends allocated to capital

736

-

       

 

3.   Taxation for the year

 

The Company's effective corporation tax rate is nil, as deductible expenses exceed taxable income.

 

4.         Dividends

 

(a)        Dividends paid and declared

 

 

2021

2020

 

£'000

£'000

2020 final dividend of 9.5p (2019: 14.7p) paid out of revenue profits

3,331

5,198

Interim dividend of 3.8p (2020: 3.8) paid out of revenue profits

1,333

1,344

Total dividends paid in the year

4,664

6,542

 

 

 

 

2021

2020

 

£'000

£'000

 

 

 

2021 final dividend declared of 11.0p (2020: 9.5p) to be paid out of revenue profits

3,857

3,331

       

 

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

 

The requirements of Section 1158 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 £5,322,000 (2020: £3,155,000).

 

 

2021

2020

 

£'000

£'000

Interim dividend of 3.8p (2020: 3.8p)

1,333

1,344

Final dividend of 11.0p (2020: 9.5p)

3,857

3,331

 

5,190

4,675

 

5.         Return/(loss) per share

 

 

2021

2020

 

£'000

£'000

Revenue return

5,322

3,155

Capital return/(loss)

77,387

(20,084)

Total return/(loss)

82,709

(16,929)

Weighted average number of shares in issue during the year

35,066,190

35,362,365

Revenue return per share

15.18p

8.92p

Capital return/(loss) per share

220.69p

(56.79)p

Total return/(loss) per share

235.87p

(47.87)p

 

6.         Called-up share capital

 

 

2021

2020

 

£'000

£'000

Allotted, called-up and fully paid:

 

 

Ordinary shares of 25p each:

 

 

Opening balance of 35,066,190 (2020: 35,741,190) shares, excluding shares held in treasury

8,766

8,935

Repurchase of nil (2020: 675,000) shares into treasury

-

(169)

Subtotal of 35,066,190 (2020: 35,066,190) shares

8,766

8,766

1,077,500 (2020: 1,077,500) shares held in treasury

270

270

Closing balance1

9,036

9,036

       

 

1 Represents 36,143,690 (2020: 36,143,690) shares of 25p each, including 1,077,500 (2020: 1,077,500) shares held in treasury.

 

7.         Net asset value per share

 

 

2021

2020

Net assets attributable to the Ordinary shareholders (£'000)

277,569

199,524

Shares in issue at the year end, excluding shares held in treasury

35,066,190

35,066,190

Net asset value per share

791.56p

568.99p

 

8.         Disclosures regarding financial instruments measured at fair value

 

The Company's financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio.

 

FRS 102 requires that financial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair value measurement is categorised in its entirety on the basis of the lowest level input that is significant to the fair value measurement.

 

Level 1: valued using unadjusted quoted prices in an active market for identical assets.

 

Level 2: valued using inputs other than quoted prices included within Level 1, that are observable (i.e. developed using market data).

 

Level 3: valued using inputs that are unobservable (i.e. for which market data is unavailable).

 

Details of the Company's valuation policy are given in note 1(b) on page 42 of the Annual Report.

 

At 30 September 2021, the Company's investments were all categorised in Level 1 (2020: same).

 

 

Status of announcement

2020 Financial Information

The figures and financial information for 2020 are extracted from the published Annual Report and Accounts for the year ended 30 September 2020 and do not constitute the statutory accounts for that year. The 2020 Annual Report and Accounts have been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

2021 Financial Information

The figures and financial information for 2021 are extracted from the Annual Report and Accounts for the year ended 30 September 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 and does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The 2021 Annual Report and Accounts will be delivered to the Registrar of Companies in due course.

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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