- 11,880£
- -0,45%
Temple Bar Investment Trust Plc
(the "Trust" or "Company")
Annual Financial Report for the year ended 31 December 2025
London, 20 March 2026 - Temple Bar Investment Trust Plc (LSE:TMPL), the UK
-listed investment company that focuses on intrinsic value and long-term growth
by investing primarily in UK-listed securities, has today announced annual
results for the year ended 31 December 2025.
Highlights:
· Net Asset Value ("NAV") total return with debt at fair value of +33.9%
(2024: +19.9%)[1], once again exceeding the Benchmark, the FTSE All-Share Index,
which delivered +24.0% (2024: +9.5%)[2]
· Share price total return of +45.3%, (2024: +19.1%)1
· Dividend of 15 pence per ordinary share - an increase of 33.3% (2024: 11.25
pence), representing a yield of 4%
· Premium of 1.4% of share price to NAV per share with debt at fair value
(2024: discount of 6.6%) - enabling the Company to reissue shares from Treasury
and raise over £50m at the time of writing since issuance began in October 2025
· The Company's market capitalisation is £1.1bn at the time of writing, up
from £776m at the start of 2025
Charles Cade, Chairman of Temple Bar Investment Trust comments:
"2025 was another strong year for the Company's performance, both in absolute
terms and relative to the FTSE All-Share Index, the Company's benchmark. The Net
Asset Value total return with debt at fair value was +33.9% and the share price
total return was +45.3%, compared with a total return of +24.0% for the
Benchmark.
"Returns were primarily driven by stock selection rather than broader market
movements, reflecting the Portfolio Manager's focus on company fundamentals,
valuation discipline and active engagement with investee companies.
"The Board continues to monitor the Company's net revenue position closely and,
based on the latest forecasts, expects to maintain a progressive dividend policy
with future annual dividends increasing over time. It is the Board's current
intention to increase the quarterly dividends to 3.90p per share in 2026 (2025:
3.75p per share), an increase of 4.0% on 2025, representing an annualised
dividend yield of 4.3%, based on the share price at the time of writing.
"The combination of strong performance, a rising dividend and increased
marketing has led to significant demand for the Company's shares, particularly
from retail investment platforms such as interactive investor and Hargreaves
Lansdown. This has helped move the Company's share price to a premium to Net
Asset Value per share. I am pleased to report that as a result, the Company was
able to re-issue 5,045,000 shares out of treasury during the year at an average
premium of 3.0%, raising £18.6m. Since 31 December 2025 to 18 March 2026,
further shares have been re-issued from treasury and as a result, the Company's
market capitalisation is £1.1bn at the time of writing, up from £776m at the
start of 2025.
"In our last annual report, we highlighted that the Board monitors the Company's
investable universe to ensure that the Portfolio Manager has a large enough
opportunity set to build a diversified portfolio of attractively valued
investments. At present, the Portfolio Manager continues to believe that the
opportunity set is large enough under the Company's current investment
restrictions. However, should the universe of UK listed companies continue to
reduce materially, the Board may in the future propose a broadening of the
investment policy to increase the ability of our Portfolio Manager to access
overseas opportunities beyond the current 30% limit.
"It would be easy for investors to take fright given the uncertain macro
-economic and geopolitical outlook. It is worth recognising, though, that the
Company's performance is not closely correlated to the health of the UK economy.
Indeed, the Portfolio Manager estimates that only approximately 35% of the
underlying revenue of the portfolio companies comes from the UK. On a global
level, the outlook is equally uncertain. However, the Company's Portfolio
Manager has historically been adept at taking advantage of periods of market
dislocation. As a result, the Board believes that Temple Bar is well-placed to
continue delivering attractive long-term returns for shareholders through a
combination of capital growth and income.
"This is my first Chair's Statement for Temple Bar, having been appointed as
Chair on 2 December 2025 when Richard Wyatt retired from the Board. I would like
to thank Richard for his significant contribution, and I take on the role of
Chair with the Company in a far stronger position than it has been for many
years. Together with Arthur Copple, the previous Chair, Richard was instrumental
in the decision to appoint Redwheel as Portfolio Manager in 2020, at a time when
value investing was firmly out of favour. Since Redwheel took over the
management of the Company's portfolio at the end of October 2020, the Net Asset
Value total return to the end of 2025 has been +199.8% compared with +103.7% for
the Benchmark, representing outperformance of 8.9% per annum."
Ian Lance and Nick Purves, co-managers of Temple Bar Investment Trust comment:
"The Company's portfolio performed well in 2025. Six stocks, NatWest Group,
Barclays, Standard Chartered, Aviva, NN Group, and Johnson Matthey, rose by more
than 50% in the year, and each thereby added at least 2% to the Company's
absolute return. Another eight stocks, including ABN Amro, GlaxoSmithKline,
Aberdeen, Macys and BET, each added at least 1% to the Company's absolute
return. Only one stock, WPP, detracted more than 1% from the Company's return in
the year, more than halving in the period.
"Although valuations have risen from the quite extreme levels seen post the
COVID pandemic, they are still low in an absolute and historical sense. In
aggregate, the Company's portfolio is now valued at around eleven times
earnings, higher than it was, but still a discount to the wider UK market, and
around half the valuation accorded to the wider global equity indices.
Accordingly, we believe the Company is still priced to deliver meaningful excess
return, and shareholders can look forward to the future with optimism."
For further information, please contact
Gay Collins/Catherine Winterton, Montfort Communications07798 626282
/[email protected]
Neil Winward, Frostrow Capital LLP020 3008 4910/ [email protected]
Objective
The investment objective of Temple Bar Investment Trust Plc* is to provide
growth in income and capital to achieve along-term total return greater than the
benchmark FTSE All-Share Index, through investment primarily in UK-listed
securities. The Company's policy is to invest in a broad spread of securities
with the majority of the portfolio typically selected from the constituents of
the FTSE 350 Index.
Purpose
The purpose of the Company is to deliver long-term returns for shareholders from
a diversified portfolio of investments.
Think value investing, think Temple Bar.
* "Temple Bar", the "Trust" or the "Company"
Summary of Results
2025 2024 % change
NAV total return with debt at fair 33.9% 19.9%
value1,2,3
Share price total return1,3 45.3% 19.1%
FTSE All-Share Index (the 24.0% 9.5%
"Benchmark")4
Change in Retail Price Index over 4.2% 3.5%
year5
NAV per share with debt at book value 369.1p 286.2p 29.0%
NAV per share with debt at fair 373.4p 291.1p 28.3%
value1,2
Share price 378.5p 272.0p 39.2%
Premium/(discount) of share price to 1.4% (6.6)%
NAV per share with debt at fair
value1
Dividends per share 15.00p 11.25p 33.3%
Dividend Yield1 4.0% 4.1%
Net gearing with debt at book value1 5.8% 8.4%
Ongoing charges1 0.59% 0.61%
1Alternative Performance Measure - See glossary of terms for definition and more
information.
2Debt fair value is calculated based on unobservable input, see note 20.
3Source: Frostrow.
4Source: Redwheel.
5Source: ons.gov.uk.
Chair's Statement
Performance
I am pleased to report that 2025 was another strong year for the Company's
performance, both in absolute terms and relative to the FTSE All-Share Index,
the Company's benchmark. The Net Asset Value total return with debt at fair
value was +33.9% and the share price total return was +45.3%, compared with a
total return of +24.0% for the Benchmark.
Since Redwheel took over the management of the Company's portfolio at the end of
October 2020, the Net Asset Value total return to the end of 2025 has been
+199.8% compared with +103.7% for the Benchmark, representing outperformance of
8.9% per annum.
Investment Portfolio
The Portfolio Manager's report provides a review of performance drivers during
the year. Returns were primarily driven by stock selection rather than broader
market movements, reflecting the Portfolio Manager's focus on company
fundamentals, valuation discipline and active engagement with investee
companies.
After such strong performance in recent years, an obvious question for
shareholders to ask is whether the Portfolio Manager can continue to find
attractive value opportunities. They acknowledge that valuations have risen, but
this was from a very low starting point post-COVID, and they believe that UK
listed companies continue to trade at significant discounts to their
international peers. During 2025, they took profits in several stocks that
performed strongly, notably the Banks and Insurance companies, recycling capital
into new holdings such as Johnson Matthey and Smith & Nephew. Theability to
invest up to 30% in companies listed outside the UK also gives the Portfolio
Manager the opportunity to find attractive investment ideas from a wider
universe.
Further details of the Portfolio Manager's investment approach, portfolio
construction and significant contributors to and detractors from return in the
year can be found in the Portfolio Manager's Report. At the year end, the
Company's net gearing was 5.8% (2024: 8.4%).
Dividend and Dividend Policy
Total dividends for the year amounted to 15.00p per share (2024: 11.25p per
share), an increase of 33.3% and representing a yield of 4.0% at the year end.
The Board continues to monitor the Company's net revenue position closely and,
based on the latest forecasts, expects to maintain a progressive dividend policy
with future annual dividends increasing over time. However, the pace of this
growth is unlikely to match the significant increases seen in the past few years
which have been partly due to a strong recovery in underlying dividends post
-COVID, but also reflect a change in the Company's distribution policy.
Last year, the Board recognised that many listed companies have been altering
the nature of their distributions to shareholders, with substantial growth in
the level of share buybacks either alongside or instead of dividends. According
to Computershare's UK Dividend Monitor, share buybacks represented 42.1% of the
total distributions by UK listed companies in 2025. Unlike dividends, share
buybacks by portfolio companies are not recognised as revenue in your Company's
accounts. Reflecting this, shareholder authority was obtained at the last AGM to
amend the Company's dividend policy to enhance the dividend it pays from its net
revenue by using our capital reserves.
It is the Board's current intention to increase the quarterly dividends to 3.90p
per share in 2026, (2025: 3.75p per share) making a total of 15.60p per share
for the year (2025: 15.0p per share), an increase of 4.0%, representing an
annualised dividend yield of 4.3%, based on the share price at the time of
writing. In line with the dividend policy described above, the total annual
dividend will include 3.0p per share per annum (0.75p per share per quarter)
paid from capital reserves, equivalent to c.0.8% of net assets.
Discount/Premium Management
The Board remains committed to an active policy to manage the Company's share
price relative to its Net Asset Value. In the first two months of 2025, the
Company repurchased 791,246 shares to be held in treasury at an average discount
of 6.4%, for a total consideration of £2.2m. However, the combination of strong
performance, a rising dividend and increased marketing has led to significant
demand for the Company's shares, particularly from retail investment platforms
such as interactive investor and Hargreaves Lansdown. This has helped move the
Company's share price to a premium to Net Asset Value per share. I am pleased to
report that as a result, the Company was able to re-issue 5,045,000 shares out
of treasury during the year at an average premium of 3.0%, raising £18.6m.
On 31 December 2025, there were 289,649,378 shares in issue (excluding the
44,714,447 shares held in treasury). Since this date to 18 March 2026, a further
8,070,000 shares have been re-issued from treasury at an average premium of
2.9%, raising a further £31.5m. As a result, the Company's market capitalisation
is £1.1bn at the time of writing, up from £776m at the start of 2025.
The Board's strategy has been to issue shares at a small premium to Net Asset
Value in order to provide liquidity for buyers. Growing the fund's assets also
helps to reduce expenses, by spreading the Company's fixed costs across a wider
base.
The Board is not complacent about the Company's premium rating at a time when
the majority of Investment Companies are trading at discounts. We have
demonstrated our commitment to discount control in recent years, repurchasing
shares with a value of £114.3m between 1 January 2021 and 31 December 2025,
representing 14.99% of the Company's share capital. Should the Company trade on
a discount in future, we would seek to resume our active buyback policy.
Investment Universe
In our last Annual report, we highlighted that the Board monitors the Company's
investable universe to ensure that the Portfolio Manager has a large enough
opportunity set to build a diversified portfolio of attractively valued
investments. Inrecent years, the number of takeovers and delistings has
significantly exceeded the number of IPOs. According to Redwheel, the universe
of UK listed companies greater than £1bn is now 236, 22 of which we already
hold, compared with 20 out of 226 two years ago. Another consequence of de
-equitisation in the UK market is a rise in concentration of dividend payments,
and the top 20 dividend payers in the FTSE All-Share Index now account for
around 63% of the index yield.
At present, the Portfolio Manager continues to believe that the opportunity set
is large enough under the Company's current investment restrictions. However,
should the universe of UK listed companies continue to reduce materially, the
Board may in the future propose a broadening of the investment policy to
increase the ability of our Portfolio Manager to access overseas opportunities
beyond the current 30% limit. Any such proposal would require shareholder
approval.
Environmental, Social & Governance ("ESG") Issues
ESG matters continue to be an important priority for the Board, and our
objective remains to have full disclosure on the topic. The Board continues to
request that our Portfolio Manager monitor, evaluate and actively engage with
investee companies with the aim of preserving or adding value to the portfolio.
Our Portfolio Manager reports back to the Board regularly on ESG related
matters. Further details can be found in the Portfolio Manager's Report.
Board Changes
This is my first Chair's Statement for Temple Bar, having been appointed as
Chair on 2 December 2025 when Richard Wyatt retired from the Board. Richard
joined the Board in November 2017, and took over as Chair in May 2023. I would
like to thank Richard for his significant contribution, and I take on the role
of Chair with the Company in a far stronger position than it has been for many
years. Together with Arthur Copple, the previous Chair, Richard was instrumental
in the decision to appoint Redwheel as Portfolio Manager in 2020, at a time when
value investing was firmly out of favour.
As part of the Board's refreshment policy, two new directors, Nick Bannerman and
Wendy Colquhoun, were appointed in the summer, and they have both quickly
settled into their roles. There have also been some changes in Board
responsibilities. Dr Shefaly Yogendra succeeded me as the Senior Independent
Director and Wendy Colquhoun succeeded Shefaly as the Chair of the Management
Engagement Committee.
Annual General Meeting ("AGM")
The AGM this year will again be held at Barber-Surgeons' Hall, Monkwell Square,
Wood St, Barbican, London EC2Y 5BL, on Tuesday, 5 May 2026 at 11.30am.
Shareholders and guests are welcome to attend in person where you will be able
to hear a presentation from the portfolio management team Nick Purves and Ian
Lance and also to meet the Board of Directors. This year's AGM is notable as it
marks the Company's centenary. Temple Bar Investment Trust Plc was founded as
Cable, Telephone and General Trust Limited in June 1926.
For those investors who are not able to attend the meeting in person, a video
recording of the Portfolio Manager's presentation will be uploaded to the
website after the meeting. Shareholders can submit questions in advance by
writing to the Company Secretary at [email protected].
Shareholders are invited to register their vote in advance by 11.30am on
Thursday, 30 April 2026 at the latest. The votes on the resolutions to be
proposed at the AGM will be conducted on a poll. The results of the poll will be
published following the conclusion of the AGM by way of a stock exchange
announcement and on the Company's website: www.templebarinvestments.co.uk.
The Board strongly encourages shareholders to register their votes online in
advance (information on how to vote can be found on page 52 of the Annual
Report). Registering your vote in advance will not restrict shareholders from
attending and voting at the meeting in person should they wish to do so. The
Board recommends that shareholders vote in favour of all the resolutions set out
in the Notice of AGM, as the Directors intend to do ourselves.
Outlook
It would be easy for investors to take fright given the uncertain macro-economic
and geopolitical outlook. In the UK, economic growth remains anaemic, with a
rising tax burden on businesses and renewed inflationary fears following the
recent surge in energy prices. It is worth recognising, though, that the
Company's performance is not closely correlated to the health of the UK economy.
Indeed, the Portfolio Manager estimates that only approximately 35% of the
underlying revenue of portfolio companies comes from the UK. In part, this
reflects the global nature of many UK listed companies, particularly in the Oil
and Mining sectors, but it is also a result of the Company's exposure of up to
30% in businesses listed overseas.
On a global level, the outlook is equally uncertain, with rising protectionism,
concern over the impact of AI on corporate profits, as well as an escalation of
hostilities in the Middle East. However, the Company's Portfolio Manager has
historically been very adept at taking advantage of periods of market
dislocation. Rather than trying to predict the near term impact of macro
-economic events, they focus on what a company's profits are likely to be over
the next five or more years. They believe that a temporary reduction in profits
over a year or two does very little to alter the long-run intrinsic value of
that business. Periods of volatility in markets can provide opportunities for
their disciplined value-driven approach. As a result, the Board believes that
Temple Bar is well-placed to continue delivering attractive long-term returns
for shareholders through a combination of capital growth and income.
Charles Cade
Chair
19 March 2026
Investment Approach
A classic approach to value investing
The portfolio management team of Nick Purves and Ian Lance are long-term
intrinsic value investors who believe that short-term sentiment amongst many
market participants causes them to overreact to news, which has little or no
impact on the long-run value of a business. This overreaction causes share
prices to diverge from the intrinsic value of the underlying business and
provides an opportunity for long-term investors to purchase shares at less than
their true value. In the long term the share price tends to move closer to the
intrinsic value of the business and this creates excess returns for investors
who purchased shares at low valuations. The team form a view of a company's long
-run profit potential and make balance sheet adjustments to assess intrinsic
value. They use their experience and knowledge of companies and sectors to
identify those companies that are more likely to recover and improve in the
future.
Identifying quality and avoiding value traps
Some value strategies simply apply mechanistic measures to identify undervalued
stocks but this can lead to investing in businesses that are in structural
decline; they may be cheap but their potential to recover is limited. Instead,
the portfolio management team's `intrinsic value' approach aims to identify
undervalued, yet good, quality companies with strong cash flows and robust
balance sheets. The portfolio management team put a strong emphasis on financial
strength because it gives them the confidence that a company can survive through
a prolonged period of lower profitability caused by company-specific issues, or
an unexpected downturn in the economy.
As Temple Bar's Portfolio Manager, Redwheel aims to avoid lower-quality stocks
or so called `value traps' by monitoring companies against three different types
of risk:
Valuation - Extrapolating favourable trends and paying more than the intrinsic
value of the business (e.g. avoiding a situation where something is positively
impacting a company's share price in the short term but that isn't sustainable
longer term);
Earnings - the risk that the earnings of the Company decline for cyclical or
secular reasons (e.g. the industry or sector that the business operates in is
itself in cyclical or long-term decline); and
ESG - unethical or neglectful behaviour by a company in one of these areas can
harm those who invest as well as the environment or society in which a company
is located. We believe that applying ESG best practices, such as consideration
of environmental and product safety, workplace diversity and strong corporate
governance can contribute to long-term investment returns while mitigating
risks.
In the diagram overleaf Redwheel has set out some of the key factors it
considers when seeking to uncover the most compelling value opportunities.
10 Pillars of value investing
Ian Lance and Nick Purves believe value investing is making a comeback. With
more than six decades of combined experience in UK equities, here's how they do
it.
Consider probabilities and payoffs
No matter the research, there are always surprises, positive and negative. Think
best and worst case scenarios. If we think a share price could go to zero in one
scenario, but has 400% upside in another, there is probably a case for
investing.
Enhance, don't drift
Discipline is key to value investing -stick to your philosophy, you're here for
the long run. Always look to improve and adapt as things change.
Simple but not easy
Buying shares for less than their worth then selling when the value has been
realised is easy to understand. But most don't invest this way due to a lack of
`sticking with it'. Value investing is tricky - we are hard-wired to conform -
but can be rewarding.
Cycles, cycles, cycles
Profits and share prices are impacted by cycles such as credit, commodity and
business. An investor's overreaction can throw up opportunities. An advantage
lies in knowing which cycles impact an investment and where we are in that
cycle.
Be contrarian but not mindless contrarian
Investors love to buy what everyone else hates. But having respect for what the
market is saying is key. Eagerly buying shares being sold in companies with too
much debt, or declining profits, can prove costly and mindlessly contrarian.
Don't buy rubbish
Recently the market has become fixated with quality and growth. Quality and
growth are intrinsic to a business's value. We've had success when high quality
businesses have been questioned by the market, resulting in low value entry.
Bargains are rare, make the most of them
It's unlikely that you're going to buy a business trading at half its intrinsic
value. However, a company or an industry will suffer a drawdown at some stage,
which may present an opportunity to buy at a good value.
Adopt an absolute return mindset
Value investing is a risk averse strategy born out of a reaction to the Great
Depression. By buying a dollar of value for 50cents, you build in a `margin of
safety' in case the economy and/or the stock market suffer. Value investors see
risk as the risk of permanent capital impairment, so invest with this at top of
your mind.
Be patient, be long term
A struggling, out-of-favour business is unlikely to turn around the day after
you invest. It's more likely that things continue to get worse, so we try to be
patient, allowing for profitability to improve and for the market to recognise
it. Our typical holding period is at least five years.
There is no single correct method
Value investing relies on estimating the intrinsic worth of a business. Our
experience tells us to be flexible, by adjusting earnings for cyclicality, and
to recognise the positive (hidden value), and the negative (e.g. pension fund
deficit), on a balance sheet.
The Portfolio Manager's Report
How would you describe your investment philosophy?
We are value investors. This means that we invest the Company's assets in
companies whose stock market value is at a significant discount to our
assessment of the fair or intrinsic value of the business. Investing in under
-valued companies provides two benefits. First, it provides investors with a
margin of safety if events don't unfold in a way that investors would have hoped
and second, they can expect to receive an excess investment return as and when
this under valuation is corrected by the stock market.
What supports your value-focused approach in today's market environment?
We are so called `value' investors because numerous academic studies1 have shown
that systematically investing in lowly valued companies has seen investors enjoy
an excess long-term investment return above the wider stock market, even though
it is often these companies that are seen to operate in the most challenged
industries. We believe the reason for this outperformance comes down to
psychological factors where investors systematically overpay for those companies
whose prospects are seen to be the most attractive, whilst being too quick to
overlook or dismiss companies where the outlook is more difficult. By investing
the Company's assets in lowly valued companies, we aim to take advantage of
these behavioural inconsistencies to the benefit of shareholders.
1 One study from Professors Dimson, Marsh and Staunton used dividend
yield as a measure of valuation and demonstrated that the highest yielding part
of the US stock market between 1927 and 2022 generated a total return of 11.2%
per annum versus 9.4% per annum for the lowest yielding part, meaning that $1 at
the start of the period became $25,277 in the former but only $5,513 in the
latter. The data for the UK market starts from 1900 with £1 invested producing
£199,040 in high yielding stocks versus £9,717 for low yielding stocks.
Source: © Elroy Dimson, Paul Marsh and Mike Staunton; US data is from Professor
Kenneth French, Tuck School of Business, Dartmouth (website). UKdata is from
Elroy Dimson, Paul Marsh, and Mike Staunton, London Share Price Database. Past
performance is not a guide to future returns. The information shown above is for
illustrative purposes.
How does this investment philosophy translate into portfolio decisions?
A company's shares will normally trade at a discount to its intrinsic value for
one of two main reasons: either because of neglect or controversy. Where the
cause is neglect, the stock market is not concerned that there is a particular
problem with the business; it is just that the company is seen to offer
relatively dull prospects in a world where many investors crave excitement.
Where there is a controversy surrounding the company, investors are worried that
either a downturn in the economy or some secular change in the company's
industry will negatively impact profitability. This uncertainty is unsettling
for many investors and can cause them to sell the shares. In a desire to avoid
what are sometimes seen as troubled businesses, investors often forget that the
purchase of a share exposes them to a very long-term stream of corporate cash
flows, the true value of which only changes by a relatively small amount even in
the event of a severe recession. The result is that share prices will often
overreact to short term news flow. Temple Bar seeks to take advantage of this
excess volatility by investing in companies whose shares are significantly
undervalued based on a conservative view of a business's long-term profit
potential.
We seek, therefore, to identify fundamentally sound but lowly valued companies
whose shares are priced to offer higher investment returns in the future. A
fundamentally sound business is one that can grow its profits over time
(although not necessarily in each year), has strong finances and a capable and
sensible management team who allocate capital in the best interests of their
shareholders.
How do you build a portfolio in an uncertain world?
We think that one must recognise from the outset that the economic and stock
market outlook is always uncertain, and the future is unknowable. In our view,
it is therefore wrong to build a portfolio around a certain view of the economy.
After all, who could have predicted the stock market drawdowns caused by the
COVID pandemic, or Russia's invasion of Ukraine, or last year's Liberation Day
tariffs? Or indeed, in each case, the subsequent stock market recovery? In 2025,
the newspapers were full of negative headlines about the UK economy and yet the
FTSE All Share Index delivered a total return of 24%*. That is not to say that
the concerns are not well founded, it is just that there is no predicting when
and to what degree they will influence the market.
Our approach therefore is to accept that we can't predict the future and
understand that share price volatility, whilst uncomfortable at times, is part
and parcel of equity investing. It can after all be thought of as the price that
one pays to access the excess investment return that equities have offered over
time. We would even go one step further and encourage investors to see
volatility as their friend to the extent that it offers an opportunity to invest
in good businesses at bargain prices.
Whilst investors should be accepting of share price volatility, they should work
hard to minimise the risk of permanent impairment of value. The permanent
impairment of the value of an equity can arise in one of three ways. In the
first instance it can be where an investor buys into a good company with
attractive prospects but at too high a valuation which then corrects downwards
even though the company's profits grow at a satisfactory rate. Here, investors
have made the mistake of confusing a good company with a good investment and
have simply overpaid for the stock. We see this as a risk in the technology
sector today, where excitement over the prospects for AI, has potentially led to
the over-valuation of some of the world's largest companies. In the second
instance, the company's finances are not strong enough to enable it to weather
an economic downturn without having to raise additional capital from
shareholders. This additional capital almost always comes at a high price and is
very dilutive to the interests of the existing shareholders. In the last
instance, the company profits are in long term decline because of adverse
secular change in the company's industry.
We try to minimise the risk of impairment by investing in lowly valued,
financially strong businesses with profits than can grow over the medium term.
If you can successfully put together a diversified group of shares with these
characteristics then you are setting yourself up to enjoy attractive investment
returns over the medium to long term.
*Source: Bloomberg.
Has your investment approach it changed over the past year?
No, we have applied the same valuation driven approach relatively successfully
over many years. Whilst stock market cycles come and go, as long as human beings
continue to demonstrate the behavioural inconsistencies outlined above, then a
valuation driven approach should be able to deliver excess return. Of course,
lowly valued companies don't deliver excess returns every year; no investment
approach does that. As an investment style it can go through more difficult
periods and at these times, it is important that we maintain a strong discipline
and don't allow our style to `drift'. It is by maintaining this valuation focus,
in good years and bad, that we have been able to deliver significant excess
returns for our investors over time. For their part, it is important that the
Company's shareholders set their expectations correctly and focus on the longer
term.
Temple Bar led its sector during the period; what drove that strong performance?
The Company's portfolio performed well in 2025. Six stocks, the three UK listed
banks, NatWest Group, Barclays and Standard Chartered, insurers Aviva and NN
Group, and Johnson Matthey, rose by more than 50% in the year, and each thereby
added at least 2% to the Company's absolute return*. Another eight stocks,
including ABN Amro, GlaxoSmithKline, Aberdeen, Macys and BT, each added at least
1% to the Company's absolute return*.
The three UK listed banks were helped by a reasonable economy, strong net
interest margins, benign credit trends and high levels of investment banking
activity, all of which combined to result in upgraded profit forecasts for 2025
and 2026.
Johnson Matthey was purchased at the start of 2025 and was the Company's largest
holding at the year-end. Despite its market leading positions and technological
know-how, we believe that the company is making a sub optimal level of profit.
By increasing its margins to an industry standard, the company should be capable
of delivering significant growth in earnings, something that was not adequately
reflected in the share price. At the time of its results in May, the company
announced the sale of one of its divisions and an intention to return most of
the proceeds to shareholders. This division accounts for just one quarter of the
company's profits and yet the sales proceeds accounted for around two thirds of
its market value at the time of the announcement. It is perhaps unsurprising
therefore that the shares performed well through the remainder of the year.
Like the Banks, the UK insurer Aviva and the Dutch insurer NN Group, have
continued to benefit from higher interest rates, muted insurance losses, benign
credit trends, and low starting valuations. Aviva acquired Direct Line for a
reasonable price in the Summer and this will lead to cost and capital efficiency
and improved profit growth.
Which holdings performed poorly in 2025 and how do you deal with mistakes?
Only one stock, WPP, detracted more than 1% from the Company's return* in the
year, more than halving in the period. The share price fall was driven by a
marked deterioration in the company's operating performance resulting in a
significant decline in the company's profits in 2025.
In these situations, we must judge each case on its own merits and try and
disentangle the cyclical and company specific elements from the secular change
occurring in the business, as the cyclical and company specific factors can
usually be resolved, whereas significant adverse secular change can result in a
long-term impairment of value.
In this case, the company has said that macroeconomic conditions have weighed on
client spending and there has been less new business than expected. Whilst it is
not uncommon for a struggling company to place the blame on a cyclical downturn
for downgrades to profit expectations, there is no doubt that poor management
and secular changes brought about by the increasing use of AI are at least
partly to blame. Whilst these adverse secular forces are undoubtedly a factor,
what is less clear is whether these forces are manageable. Given the changing
backdrop, the advertising agencies are unlikely to deliver the rates of growth
that they have done in the past, but that does not mean that the companies
cannot continue to generate a steady stream of profits.
Ultimately, despite our best efforts, in any situation such as this we cannot be
sure that profits will stabilise (and that the asset is therefore not impaired),
but what gives us confidence in this case is the fact that profits at the other
three big global agencies are either stable or growing. Without wishing to
downplay the challenges that the industry faces, we therefore believe that at
WPP, a significant portion of the company's problems are self-made and therefore
can ultimately be resolved.
We find that in these situations, a meeting with management is often helpful.
Here, we met with the company's new Chief Executive, Cindy Rose, in November and
this confirmed our view that, notwithstanding the changes that the industry is
seeing, the company is operating below its longer-term potential and that, as
the world's largest marketing agency, it can grow its profits. Accordingly,
given the extreme pessimism priced into the shares, we have since added to the
Company's holding in the stock.
*Source: Redwheel.
How are you using the flexibility to invest outside the UK and how does that
shape portfolio resilience?
The ability to invest a portion of the Company's portfolio outside of UK listed
companies is valuable and serves two purposes. First it enables us as portfolio
managers to access sectors of the stock market which we believe to be
undervalued, but which are not well represented in the UK share index. Second,
it enables us to improve the stock specific or geographic diversification in a
sector that we think looks undervalued. In Financials, the Company has
shareholdings in two Korean banks, as well as the three UK listed banks,
NatWest, Barclays and Standard Chartered, thereby reducing the Company's
exposure to an upset in the UK economy. Outside the UK, in 2025, the Company
invested in the Korean lenders, Hana Financial and Woori, the US department
store operator Macys and food retailer Carrefour, all on low, single digit
multiples of annual profit*.
*Source: Redwheel.
How is the portfolio positioned today and what is the outlook for future
returns?
The Company's portfolio continues to be invested in what we believe to be
fundamentally sound businesses that should be capable, by virtue of their market
positions and the industries in which they operate of growing their profits over
time, but which continue to be modestly valued in the stock market. Stock market
history has shown that ultimately, starting valuation is the best determinant of
long-term investment return such that when valuations rise, the stock market is
pricing in a greater portion of the company's future profit growth and investors
should therefore expect to receive a lower investment return. Given the strong
share price performance of many of the holdings in the Company, it begs the
obvious question as to what the Company's shareholders can reasonably expect in
terms of long-term investment return from the starting point of today.
In trying to answer this question, we would be the first to say that, although
the profits of the Company's holdings have grown markedly, in many cases they
haven't kept up with the rise in the company's share prices. Accordingly, the
Company's portfolio has re-rated somewhat over time, thereby implying lower
returns in the future. However, we should emphasise that although valuations
have risen from the quite extreme levels seen post the COVID pandemic, they are
still low in an absolute and historical sense. In aggregate, the Company's
portfolio is now valued at around eleven times earnings, higher than it was, but
still a discount to the wider UK market*, and around half the valuation accorded
to the wider global equity indices. Accordingly, we believe the Company is still
priced to deliver meaningful excess return, and shareholders can look forward to
the future with optimism.
Nick Purves and Ian Lance
RWC Asset Management LLP ("Redwheel")
19 March 2026
Portfolio of Investments
Top ten holdings
Company Sector Place of Valuation % of
primary
listing £'000 Portfolio
1. Johnson Matthey
Johnson Matthey is Materials UK 61,438 5.4
a British
multinational
speciality
chemicals and
sustainable
technologies
company, that
develops and
manufactures
catalysts,
materials and
solutions to
reduce emissions,
support clean
energy and improve
industrial
processes
worldwide.
2. Shell
Shell explores Energy UK 51,803 4.6
for, produces, and
refines petroleum.
The company
produces fuels,
chemicals, and
lubricants. Shell
owns and operates
gasoline filling
stations
worldwide.
3. BT Group
BT is a Communications UK 51,394 4.6
telecommunications
company that
provides fixed
-line, mobile,
broadband, TV and
IT services to
consumers,
businesses and
public sector
organisations in
the UK and around
the world. It is
the UK's largest
provider of
telecoms services
and digital
connectivity.
4. NatWest Group
NatWest Group Financials UK 50,190 4.4
operates as a
banking and
financial services
company. The Bank
provides personal
and business
banking, consumer
loans, asset and
invoice financing,
commercial and
residential
mortgages, credit
cards, and
financial planning
services, as well
as life, personal,
and income
protection
insurance.
5. WPP
WPP is an Communications UK 48,791 4.3
advertising,
communications and
public relations
holding company
headquartered in
London that
provides
integrated
marketing, media,
data and
technology
services to major
global brands
through its
network of
agencies.
6. NN Group
NN Group is a Financials Netherlands 45,747 4.1
financial services
company that
provides
insurance,
pensions,
retirement
services, banking
and investment
products to
millions of
customers across
Europe and Japan.
7. BP
BP is an oil and Energy UK 44,881 4.0
petrochemicals
company. The
company explores
for and produces
oil and natural
gas, refines,
markets, and
supplies petroleum
products,
generates solar
energy, and
manufactures and
markets chemicals.
8. ITV
ITV provides Communications UK 44,701 4.0
broadcasting
services. The
company produces
and distributes
content on
multiple
platforms. ITV
serves customers
in the United
Kingdom.
9. Aviva
Aviva operates as Financials UK 44,543 3.9
an international
insurance company
that provides all
classes of general
and life
assurance. The
company also
offers a variety
of financial
services,
including long
-term savings and
fund management.
10. Marks & Spencer
Group
Marks & Spencer Consumer UK 39,752 3.5
Group operates a Staples
chain of retail
stores. The
company sells
consumer goods and
food products, as
well as men's,
women's, and
children's
clothing and
sportswear
Company Sector Place of Valuation % of
primary £'000 portfolio
listing
11 GSK Healthcare UK 39,362 3.5
12 Smith & Nephew Healthcare UK 38,839 3.5
13 Barclays Financials UK 36,973 3.3
14 Macys Consumer United 36,662 3.3
Discretionary States
15 Standard Financials UK 36,609 3.2
Chartered
16 TotalEnergies Energy France 34,329 3.0
17 Aberdeen Group Financials UK 34,119 3.0
18 Anglo American Materials UK 30,179 2.7
19 Centrica Utilities UK 28,324 2.5
20 Woori Financials South Korea 27,329 2.4%
Top 20 825,965 73.2
Investments
21 Currys Consumer UK 25,430 2.2
Discretionary
22 Pearson Consumer UK 24,787 2.2
Discretionary
23 Hana Financial Financials South Korea 24,350 2.2
24 Vodafone Group Communications UK 23,907 2.1
25 Carrefour Consumer France 23,779 2.1
Staples
26 International Industrials Spain 22,572 2.0
Airlines Group
27 Kingfisher Consumer UK 20,125 1.8
Discretionary
28 HP Information United 19,940 1.8
Technology States
29 CK Hutchison Industrials Hong Kong 18,404 1.6
Group
30 Stellantis Consumer Netherlands 18,059 1.6
Discretionary
31 Honda Motor Consumer Japan 17,462 1.5
Discretionary
32 Diageo Consumer UK 16,810 1.5
Staples
33 Capita Industrials UK 13,517 1.2
34 Molson Coors Consumer United 8,799 0.8
Beverage Discretionary States
35 Continental Consumer Germany 8,000 0.7
Discretionary
36 Aumovio Consumer Germany 2,524 0.2
Discretionary
Total 1,114,430 98.7
Equity
Investments
Short-dated Fixed Interest UK 14,462 1.3
UK T-Bills
Total 1,128,892 100.0
Valuation
of
Portfolio
Portfolio Distribution
As at 31 December 2025
Industry Temple Bar FTSE All-Share*
% %
Financials 26.5 25.1
Communications 15.0 2.5
Consumer Discretionary 14.3 6.0
Energy 11.6 8.8
Materials 8.1 7.1
Consumer Staples 7.1 14.4
Healthcare 7.0 12.9
Industrials 4.8 15.4
Utilities 2.5 4.5
Information Technology 1.8 1.3
Real Estate - 2.0
Total Equities 98.7 100.0
Fixed Interest 1.3 -
Total Portfolio 100.0 100.0
Source: Redwheel
*FTSE All-Share ex investment Trusts
Overview of Strategy
The Strategic Report is designed to help shareholders assess how the Directors
have performed their duty to promote the success of the Company during the year
under review.
Business of the Company
Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926
with the registered number 00214601.
The Company carries on business as an investment company under Section 833 of
the Companies Act 2006 and has been approved by HM Revenue & Customs as an
investment trust in accordance with Section 1158 of the Corporation Tax Act
2010.
Section 172 Statement
The Directors' overarching duty is to act in good faith and in a way that is the
most likely to promote the success of the Company as set out in Section 172 of
the Companies Act 2006 ("Section 172"). In doing so, Directors must take into
consideration the interests of the various stakeholders of the Company, having
regard, amongst other matters, to the following six items:
The likely consequences of any decision in the All Board discussions include
long term consideration of the longer
-term consequences of key
decisions and their
implications for relevant
stakeholders. In managing the
Company during the year under
review, the Board acted in
the way which it considered,
in good faith, would be most
likely to promote the
Company's long-term
sustainable success and to
achieve its wider objectives
for the benefit of our
shareholders as a whole,
having had regard to our
wider stakeholders and the
other matters set out in
Section 172.
The interests of the Company's employees This provision is not
relevant as the Company does
not have any employees.
The need to foster the Company's business The Board's approach is
relationships with suppliers, customers and described under
others "Stakeholders" below.
The impact of the Company's operations on the The Board takes a close
community and the environment interest in responsible
investment issues and sets
the overall strategy.
Management of the portfolio
is delegated to the Portfolio
Manager, which is responsible
for the practical
implementation of policy.
Adescription of the Company's
approach to stewardship and
the role of the Portfolio
Manager is set out on page 43
of the Annual Report.
The desirability of the Company maintaining a The Board's approach is
reputation for high standards of business described under "Culture" on
conduct page34 of the Annual Report.
The need to act fairly between shareholders of The Board's approach is
the Company described under
"Shareholders" below.
In considering the primary purpose of the Company, the Board made several key
decisions during the year. The Board:
· continued to instruct the use of share buy backs and share issuance as a
means of stabilising the share price discount/premium to NAV in response to
sector weakness or increased demand for the Company's shares as a result of
strong performance (;
· worked with the Portfolio Manager and Frostrow to maintain a high level of
shareholder engagement via webinars, newsletters and other events, with a focus
on reaching retail investors; and
· increased dividend payments at a sustainable level based on income received
from investments together with the use of the Company's capital reserves.
The Directors have reviewed and discussed each aspect of Section 172 and
consider that the information set out on pages 32 and 33 of the Annual Report is
particularly relevant in the context of the Company's business as an externally
managed investment company which does not have any employees or suppliers.
Stakeholders
The Board continuously seeks to understand the needs and priorities of the
Company's stakeholders, and these are taken into account during all of its
discussions and as part of its decision making. As the Company is an externally
managed investment company and does not have any employees or customers, it
therefore has very little direct impact on the community or the environment. Its
key stakeholders comprise its shareholder base and its lender. The Company also
has important contractual relationships with its key service providers but does
not consider these to be stakeholders. The Company recognises the indirect
impact it may have on the community and the environment through its investee
companies. Further details on this are set out on pages 33 to 43 of the Annual
Report. The sections below outline why these key stakeholders are considered of
importance to the Company and the actions taken to ensure that their interests
are considered.
Shareholders
The primary purpose of the Company is to deliver long-term returns for
shareholders from a diversified portfolio of investments. Continued shareholder
support and engagement are critical to the existence of the Company and the
delivery of its long-term strategy.
The Board recognises the importance of engaging with shareholders on a regular
basis to maintain a high level of transparency and accountability and to inform
the Company's decision making and future strategy.
The Board primarily engages with shareholders through direct engagement by the
Chair (including with the Board at the Company's Annual General Meeting) and
through the Portfolio Manager and Frostrow who maintain an ongoing dialogue with
shareholders through regular shareholder communications, both written and
verbal, and also through in person and online meetings (including webinars). The
Portfolio Manager has continued to publish quarterly newsletters written by the
portfolio management team, which explore their ideas and philosophies around
investing and explain the positioning of the portfolio. Online statistics on
engagement show that these newsletters remain very popular with shareholders.
Additional dialogue with shareholders is achieved through the annual and half
-yearly reports, both of which contain reports from the Portfolio Manager, the
daily NAV announcements and the monthly fact sheet which is available on the
Company's website. Portfolio data is also provided to external providers such as
Morningstar, which feeds several websites on a monthly basis.
One of the Board's long-term strategic aspirations has been that the Company's
shares should trade consistently at a price close to the NAV per share. During
the year under review, challenging stock market conditions continued to have a
negative impact on share price discounts across the investment company sector,
(the average discount was 8.3%* as at 31 December 2025). The Company utilised
share buybacks during the early part of the year to help manage the discount and
moderate short-term market pressures. From October, however, in response to a
sustained improvement in demand for the Company's shares, as a result of strong
performance and the Company's increased yield, the Company's share price moved
to a premium to the NAV per share, and it was able to resume issuing shares,
reflecting renewed investor interest. At the year end, the shares were trading
at a 1.4% premium to the NAV per share. The Board, the AIFM and the Portfolio
Manager have continued to focus heavily on the promotion of the Company, in
order to encourage long-term buying interest and supporting a market rating
close to, or at times above, the NAV per share.
An important role of the Board is to ensure that the Company's ongoing charges
are competitive both in terms of its peer group and other comparable investment
products. While having an optimal service provider structure brings inevitable
cost, excessive expense can eat away at investment returns over time. For that
reason, the Board remains focused on limiting cost increases to shareholders as
far as possible, despite the current inflationary environment.
All shareholders are encouraged to attend and vote at AGMs, at which the Board
and the portfolio management team are available to discuss issues affecting the
Company and to answer any questions. Further details regarding the AGM are set
out in the Notice of AGM on pages 97 to 100 of the Annual Report.
*Source: Cavendish Securities.
Lenders
Alongside shareholders' equity, the Company is partly funded by debt. All the
Company's debt is subject to contractual terms and restrictions. We have an
established procedure to report regularly to our lender on compliance with debt
terms. It is our policy that all interest payments and repayments of principal
will continue to be made in full and on time.
Service Providers
To function as an investment trust listed on the London Stock Exchange, the
Company relies on a number of suppliers and advisers for support in complying
with all relevant legal and regulatory obligations.
The Company's day-to-day operational functions are delegated to a number of
third-party service providers, each engaged under separate contracts. The
Company's principal service providers are the Portfolio Manager, Alternative
Investment Fund Manager, Administrator and Company Secretary, Custodian and
Depositary, Broker and the Registrar.
Over the past five years the Board believes it has continued to develop a close
and constructive working relationship with the Portfolio Manager, which it
believes is crucial to promoting the long-term success of the Company.
Representatives of the Portfolio Manager attend Board meetings and provide
reports and verbal updates on matters relating to investments, performance and
marketing.
The Board, primarily through the Audit and Risk and Management Engagement
Committees, keeps the ongoing performance of the Portfolio Manager and the
Company's other principal third-party service providers under continual review.
Culture
The purpose of the Company is to deliver long-term returns for shareholders from
a diversified portfolio of investments. These investments will primarily be UK
listed. The Company has no employees, but the culture of the Board is to promote
strong governance and a long-term investment outlook with an emphasis on
investing in businesses that can deliver enduring value to shareholders.
Therefore, the Board asks the Company's Portfolio Manager to invest in stocks
that fulfil the traditional metrics of the value style but also possess a
business model that is resilient and viable in the long term.
Investment Objective and Policy
The Company's investment objective is to provide growth in income and capital to
achieve a long-term total return greater than the benchmark FTSE All-Share
Index, through investment primarily in UK-listed securities. The Company's
policy is to invest in a broad spread of securities with typically the majority
of the portfolio selected from the constituents of the FTSE 350 Index.
Investment Guidelines
The UK equity element of the portfolio will be mostly invested in the FTSE All
-Share Index; however, exceptional positions may be sanctioned by the Board and
up to 30% of the portfolio may be held in listed international equities, subject
to a maximum 10% exposure to emerging markets. The Company may continue to hold
securities that cease to be quoted or listed if the Portfolio Manager considers
this to be appropriate. There is an absolute limit of 10% of the portfolio in
any individual stock with a maximum exposure to a specific sector of 35%, in
each case irrespective of their weightings in the Benchmark.
It is the Company's policy to invest no more than 15% of its gross assets in
other listed investment companies (including listed investment trusts).
The Company maintains a diversified portfolio of investments, typically
comprising 30-50 holdings, but without restricting the Company from holding a
more or less concentrated portfolio from time-to-time as circumstances require.
The Company's long-term investment strategy emphasises stocks of companies that
are out of favour and whose share prices do not match the Portfolio Manager's
assessment of their longer-term value.
From time-to-time fixed interest holdings or non-equity interests may be held
for yield enhancement and other purposes. Derivative instruments may be used in
certain circumstances, and with the prior approval of the Board, for hedging
purposes or to take advantage of specific investment opportunities.
Liquidity and borrowings are managed with the aim of increasing returns to
shareholders. The Company's gross gearing range may fluctuate between 0% and
30%, based on the current balance sheet structure, with an absolute limit of
50%.
As a general rule, it is the Board's intention that the portfolio should be
reasonably fully invested. An investment level of 90% of shareholder funds is
regarded as a guideline minimum investment level dependent on market conditions.
Risk is managed through diversification of holdings, investment limits set by
the Board and appropriate financial and other controls relating to the
administration of assets.
Key Performance Indicators
The key performance indicators ("KPIs") used to determine the progress and
performance of the Company over time, and which are comparable to those reported
by other investment trusts, are:
· NAV total return relative to the FTSE All-Share Index;
· Discount/premium to NAV;
· Dividends per share; and
· Ongoing charges.
While some elements of performance against KPIs are beyond the Board's and
Portfolio Manager's control, they provide measures of the Company's absolute and
relative performance and are, therefore, monitored by the Board on a regular
basis.
NAV Total Return
In reviewing the performance of the assets in the Company's portfolio the Board
monitors the NAV in relation to the FTSE All-Share Index. This is the most
important KPI by which performance is judged. During the year the NAV total
return with debt at fair value of the Company was 33.9% compared with a total
return of 24.0% by the FTSE All-Share Index. Asnoted in both the Chair's
Statement and Portfolio Manager's Report, the Company outperformed the FTSE All
-Share Index on both a NAV and share price basis.
Premium/discount to NAV
The Board monitors the premium/discount at which the Company's shares trade in
relation to the NAV per share. During the year the shares traded at an average
discount to NAV of 0.5%. This compares with an average discount of 6.8% in the
previous year. As set out in the Chair's Statement, during the year the Board
closely monitored both the discount and the premium and utilised share buybacks
and also share issuance when it was considered appropriate to doso. The Board
and Portfolio Manager closely monitor both movements in the Company's share
price and significant dealings in the shares. In order to avoid substantial
overhangs or shortages of shares in the market the Board asks shareholders to
approve resolutions which allow for both the buy back of shares and their
issuance, which can assist in the management of the discount or premium.
Dividends per Share
It remains the Directors' intention to distribute, over time, by way of four
quarterly dividends, substantially all of the Company's net revenue income after
expenses and taxation. Further, an additional 3.0p per share per annum (0.75p
per share per quarter) is currently paid using the Company's capital reserves.
The Portfolio Manager aims to maximise total returns from the portfolio. The
Company has paid dividends totalling 15.0pper ordinary share for the year ended
31 December 2025 (2024: 11.25p), representing a dividend yield of 4.0% at the
year-end (2024: 4.1%). The Board hopes to continue sustainable dividend growth
over the coming years supported by the use of the Company's capital reserves.
Further information can be found in the Chair's Statement.
Ongoing Charges
Ongoing charges is an expression of the Company's management fees and other
operating expenses as a percentage of average daily net assets over the year.
The ongoing charges for the year ended 31 December 2025 were 0.59% (2024:
0.61%). The Board reviews the Company's ongoing charges on a regular basis. The
level of the Company's ongoing charges has fallen slightly during the period,
and continues to compare favourably with peers in the UK Equity Income sector of
investment trust companies.
Ten-Year Summary
2016 2017 2018 2019 2020^ 2021 2022 2023
2024 2025
Total
Returns
NAV with 20.6% 10.2% (11.3%) 27.9% (28.0%) 24.6% 0.9% 12.3%
19.9% 33.9%
debt at
fair value3
Share 20.7% 11.0% (9.7%) 34.3% (31.5%) 20.0% 3.6% 12.5%
19.1% 45.3%
Price3
FTSE All 16.8% 13.1% (9.5%) 19.2% (9.8%) 18.3% 0.3% 7.9%
9.5% 24.0%
-Share
Index3
NAV per 236.2 280.0 239.9 294.6 202.0 241.7 228.5 248.0
286.2 369.1
share* (p)
NAV per 259.6 277.4 238.1 292.5 199.2 240.4 233.5 252.2
291.1 373.4
share with
debt at
fair
value*(p)
Share 244.6 262.8 229.2 295.2 191.0 221.6 220.5 238.0
272.0 378.5
Price* (p)
Premium/ (5.8%) (5.3%) (3.7%) 0.9% (4.1%) (7.8%) (5.6%) (5.6%)
(6.6%) 1.4%
(Discount)2
Dividends 8.09 8.49 9.34 10.28 7.70 7.90 9.35 9.60
11.25 15.00
per
share*(p)
Dividend 3.3% 3.2% 4.1% 3.5% 4.0% 3.6% 4.2% 4.0%
4.1% 4.0%
Yield1
Ongoing 0.51% 0.49% 0.47% 0.49% 0.50% 0.48% 0.54% 0.56%
0.61% 0.59%
Charges
* Comparative periods have been restated for the sub-division of each
ordinary share into 5 new ordinary shares, approved at the AGM held on 10May
2022 and completed on 13 May 2022.
^Redwheel was appointed as Portfolio Manager on 30 October 2020.
1Calculated as dividends per share divided by the year-end share price.
2Premium / (Discount) of share price to NAV per share with debt at fair value.
3Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Principal and Emerging Risks
The Board has overall responsibility for reviewing the effectiveness of the
system of risk management and internal control which is operated by the
Portfolio Manager and the Company's other service providers. The Company's
ongoing risk management process is designed to identify, evaluate and mitigate
the significant risks that the Company faces. A `heat map' system is used,
allowing a visual assessment of the different risks identified and adjustment of
the inputs based on changing internal and external factors.
The Board undertakes a semi-annual risk review with the assistance of the Audit
and Risk Committee, to assess the adequacy and effectiveness of the Portfolio
Manager and other service providers' risk management and internal control
processes.
The Board has carried out a robust assessment of its principal and emerging
risks during the period under review, including those that would threaten its
business model, future performance, solvency or liquidity.
The principal and emerging risks and uncertainties faced by the Company are set
out overleaf. The risks arising from the Company's financial instruments are set
out in note 20 to the Financial Statements.
Risk Mitigation and Management
Market Risk
By the nature To manage these risks the Board and the AIFM have appointed
of its Redwheel to manage the portfolio within the remit of the
activities investment objective and policy, and imposed various limits and
and guidelines. These limits ensure that the portfolio is
Investment diversified, reducing the risks associated with individual
Objective, stocks. The compliance with those limits and guidelines is
the Company's monitored daily by Frostrow and Redwheel and reported to the
portfolio is Board weekly.
exposed to
fluctuations In addition, Redwheel reports at each Board meeting on the
in market performance of the Company's portfolio, including the rationale
prices (from for investment decisions, the make-up of the portfolio and the
both investment strategy.
individual
security As part of its review of the viability of the Company, the
prices and Board also considers the sensitivity of the Company to changes
foreign in market prices and foreign exchange rates (see note 20), how
exchange the portfolio would perform during a market crisis, and the
rates). As ability of the Company to liquidate its portfolio if the need
such arose. Further details are included in the Going Concern and
investors Viability Statements.
should be
aware that by
investing in
the Company
they are
exposing
themselves to
market risks.
The Company
also uses
gearing, via
the private
placement
loans issued,
the effect of
which is to
amplify the
gains or
losses the
Company
experiences.
Geopolitical
and Macro
Risks
As recent While global events are outside the control of the Company the
years have Board reviews regularly, and discusses with the Portfolio
demonstrated, Manager, the wider economic and political environment, along
global with the portfolio exposure and the execution of the investment
events, policy against the long-term objectives of the Company. The
including Portfolio Manager performs risk analysis, including country and
unforeseen industry specific monitoring, on an ongoing basis.
events, can
have a
dramatic
effect on
both
financial
markets and
everyday
life. The
Company is at
risk from
both the
financial
impacts of
such events,
as well as
possible
disruption to
the day-to
-day
activities of
its service
providers and
portfolio
companies.
Ongoing
geopolitical
tensions
around the
world while
not currently
directly
affecting the
Company may
have an
impact on its
investments.
Climate Risks
While the The Board regularly reviews global environmental, geopolitical
Company and economic developments with the Portfolio Manager, along
itself faces with the implications of these risks and events on portfolio
limited construction and the Company's operations. ESG considerations
direct risk are incorporated into the investment process of Redwheel, as
from climate part of the drive to invest in companies with long-term
change, the viability. The Portfolio Manager also uses its voting powers to
board is engage with and influence investee companies towards taking
cognisant of positive steps against climate change and other environmental
the potential impacts.
impact on
portfolio
companies and
their
operations.
Significant
changes in
climate, or
indeed
Government
measures
taken to
combat
climate
change, could
present a
material risk
to the value
of the
portfolio.
Shareholder
Relations and
Share Price
Performance
Risk
The Company In managing this risk the Board:
is exposed to
the risk, · reviews the Company's investment strategy and objective in
particularly relation to market and economic conditions, and the operation
if the of the Company's peers;
investment · discusses at each Board meeting the Company's future
strategy and development and strategy;
approach are · reviews the shareholder register at each Board meeting;
unsuccessful, and,
that the · actively seeks to promote the Company to current and
Company may potential investors.
underperform
resulting in In addition the Company's share price and premium or discount
the Company to NAV are monitored by the Portfolio Manager and the Board on
becoming a regular basis. The Directors attach considerable importance
unattractive to the level of premium or discount to NAV at which the shares
to investors, trade, both in absolute terms and relative to the rating at
a widening of which the UK Equity Income sector of investment trusts is
the share trading, and will take action where levels are deemed to be
price excessive. The Directors are prepared to be proactive in
discount to premium/ discount management to minimise potential
NAV per share disadvantages to shareholders, which continued to be
and the demonstrated during 2025.
Company may
become
vulnerable to
activist
shareholders.
Loss of
Investment
Team or
Portfolio
Manager
A sudden The investments of the Company are managed by a team of two
departure of managers, Ian Lance and Nick Purves. The Portfolio Manager
the members takes steps to reduce the likelihood of such an event by
of the aligning the interests of the investment team with the wider
portfolio organisation, as well as providing a high degree of autonomy
management with no overarching chief investment officer or investment
team could committee. Furthermore, the AIFM, in consultation with the
result in a Board, may terminate the Portfolio Management Agreement should
short-term Ian Lance and Nick Purves cease to be able to perform their
deterioration duties or cease to be associated with the Portfolio Manager and
in investment not be replaced by people with relevant experience.
performance.
Income Risk -
Dividend
Risk that the The Board monitors this risk through the review of detailed
portfolio income reports and forecasts which are considered at each
does not meeting, with input from the Portfolio Manager. As at
generate the 31December 2025 the Company had distributable revenue reserves
necessary of £14.3 million. Furthermore, income risk is mitigated by the
level of Company's ability to distribute realised capital gains if
income, over required to meet any revenue shortfall. With the level of
time, from income paid and forecast by investee companies continuing to
which to increase across the year, the Company has been able to raise
maintain its dividend.
progressive
dividend
payments to
shareholders.
Cyber
Security
The Company The Audit and Risk Committee receives control reports,
has limited including disaster recovery procedures and business continuity
direct plans, and confirmation from its service providers regarding
exposure to the measures that they take in this regard. The cyber security
cyber risk. policies of all service providers have also been reviewed by
However, the the Board. The Board has considered the increased risk of cyber
Company's -attacks and received reports and assurance from the Company's
operations or service providers regarding the information security controls
reputation in place. For more widespread disruption, such as a state
could be -backed cyberattack, limited mitigation is possible, however,
affected if all service providers remain vigilant given the increased
any of its likelihood of such an event in the current climate.
service
providers
suffered a
major cyber
security
breach.
Astate-backed
cyberattack
could also
result in
widespread
disruption
across the
financial
services
industry.
Service
Provider Risk
The Company To manage these risks the Board, via its Management Engagement
is reliant on Committee and Audit and Risk Committee:
the systems
of its · receives reports from Frostrow at each Board meeting, which
service includes, inter alia, details of compliance with applicable
providers and laws and regulations;
as such · reviews internal control reports, key policies, including
disruption measures taken to combat cyber security issues, and also the
to, or a disaster recovery procedures of its service providers;
failure of, · maintains a risk matrix with details of risks the Company
those systems is exposed to and the controls/mitigation in relation to those
(including, risks;
for example, · receives updates on pending changes to the regulatory and
as a result legal environment and progress towards the Company's compliance
of cyber with these; and
-crime or a · has considered the increased risk of cyber attacks and
`black swan' received reports and assurance at meetings with its service
event) could providers that appropriate information security controls are in
lead to a place.
failure to
comply with In addition to its ongoing monitoring of the investment
law and portfolio and transactions, the AIFM carries out a formal due
regulations diligence exercise on the Portfolio Manager annually, ensuring
leading to that the appropriate controls, processes and resourcing are in
reputational place to manage the portfolio within the stated investment
damage and/or policies and guidelines.
a financial
loss.
Emerging Risks
The Board has in place a robust process to identify, assess and monitor the
principal risks and uncertainties and also to identify and evaluate newly
emerging risks. The Board, through the Audit and Risk Committee, regularly
reviews all risks to the Company, including emerging risks, which are identified
by a variety of means, including advice from the Company's professional
advisors, the Association of Investment Companies (the "AIC"), and Directors'
knowledge of markets, changes and events. During the year, the Board identified
the use of artificial intelligence ("AI") as a new risk. Aswell as offering
investment opportunities, the development and exploitation of technological
breakthroughs, including AI, may challenge and damage the addressable market,
revenue and operations of portfolio companies to the extent that they no longer
offer the promise of returns consistent with the Company's investment objective.
Going Concern
The Directors have reviewed the going concern basis of accounting for the
Company. The Company's assets consist substantially of equity shares in listed
companies and in most circumstances are realisable within a short timescale. The
use of the going concern basis of accounting is appropriate because there are no
material uncertainties related to events or conditions that may cast significant
doubt about the ability of the Company to continue as a going concern. The
Directors therefore have a reasonable expectation that the Company has adequate
resources to continue in operational existence for 12 months from the date of
the approval of these Financial Statements. Accordingly, the Directors continue
to adopt the going concern basis in preparing the accounts. See note 1 for
further detail.
Viability Statement
The Board makes an assessment of the longer-term prospects of the Company beyond
the timeframe envisaged under the going concern basis of accounting, having
regard to the Company's current position and the principal and emerging risks
and uncertainties it faces. The AIFM and Portfolio Manager have assisted the
Board in making this assessment via financial modelling and income forecasting,
which demonstrates the financial viability of the Company. Stress-testing
scenarios, such as an extreme drop in equity markets, have also been carried out
and the projected financial position remains strong and all payment obligations
achievable.
The stress-testing scenarios used to assess future viability incorporate a
number of inputs. The financial structure of the Company is stable, with known
payment obligations that can be modelled for future years with a low likelihood
of any changes. Revenue expectations are modelled by the Portfolio Manager and
the AIFM for future years with decreasing levels of certainty over time, based
on the financial position and performance of investee companies. This is
combined with an expectation of the rate of dividend payments to be made by the
Company over the coming years to give an overall financial projection in normal
market conditions.
To stress-test this projection, scenarios are then modelled for a 20% and 50%
fall in both investee company valuations and the level of dividend payments they
make. In both cases, because the Company has both the ability to control its own
dividend payments and a liquid portfolio of investments, the impact to reserves
could be managed and the Company would remain viable during such periods.
The Company is a long-term investment vehicle and the Directors, therefore,
believe that it is appropriate to assess its viability over a long-term horizon.
For the purposes of assessing the Company's prospects in accordance with the AIC
Code of Corporate Governance (the "AIC Code"), the Board considers that
assessing the Company's prospects over a period of five years is appropriate
given the nature of the Company and the inherent uncertainties over a longer
time period.
The Directors believe that a five-year period appropriately reflects the long
-term strategy of the Company and over which, in the absence of any adverse
change to the regulatory environment and the tax treatment afforded to UK
investment trusts, they do not expect there to be any significant change to the
current principal and emerging risks and to the adequacy of the mitigating
controls in place.
In assessing the viability of the Company, the Directors have conducted a
thorough assessment of each of the Company's principal and emerging risks and
uncertainties set out on pages 39 to 41 of the Annual Report. Particular
scrutiny was given to the impact of a significant fall in equity markets on the
value of the Company's investment portfolio.
The Directors have also considered the Company's leverage and liquidity in the
context of its long-dated fixed-rate borrowings (see notes 8 and 15 for further
details on the borrowings), its income and expenditure projections and the fact
that the Company's investments comprise mainly readily realisable quoted
securities which can be sold to meet funding requirements if necessary.
All of the key operations required by the Company are outsourced to third-party
providers and alternative providers could be secured at relatively short notice
if necessary.
Having taken into account the Company's current position and the potential
impact of its principal and emerging risks and uncertainties, the Directors have
a reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due for a period of five years from the
date of this Annual Report.
Modern Slavery Act
Due to the nature of the Company's operational model and the fact that it
generates no turnover, the Board is satisfied that the Company is not subject to
the UK's Modern Slavery Act 2015. The Company does not therefore make a modern
slavery and human trafficking statement. The Board however appreciates the
significance of Modern Slavery as an issue but considers the Company's supply
chains, dealing predominantly with professional advisers and service providers
in the financial services industry, to represent a low risk of exposure to
modern slavery.
In relation to the Company's investments, the Board has noted that the Portfolio
Manager has since 2023 signed a letter that is sent to FTSE 350 companies
considered at that time not to be in compliance with the requirements of the UK
Modern Slavery Act 2015. The Portfolio Manager intends to do so again in 2026.
This initiative, coordinated by Rathbones, was awarded the Stewardship
Initiative of the Year award in 2022 by the UN Principles for Responsible
Investment. Infractions tend to be of a technical nature, such as not having a
Modern Slavery Statement available on websites, or not evidencing that such
Statements have approval from the board of the relevant organisation. In 2025,
the Portfolio Manager engaged with investee companies to highlight where
corrections were required to achieve compliance and worked with Rathbones to
monitor responses.
Within its investment process, Redwheel principally assesses the risk of modern
slavery exposure through reference to the Corporate Human Rights Benchmark
(which scores companies on governance and policies; remedies and
grievancemechanisms; and embedding respect and human rights due diligence) and
through company compliance with the UNGlobal Compact, the UN Guiding Principles
on Business and Human Rights, and the Organisation for Economic Co-operation and
Development Guidelines for Multinational Enterprises.
The Portfolio Manager also uses Sustainalytics data to monitor breaches in
global norms and controversies including employee incidents. The Materiality Map
developed originally by the Sustainability Accounting Standards Board helps
improve understanding of the sectors in which companies are most at risk of
exposure to labour and modern slavery issues.
Gender Diversity
At the year-end, there were two male and three female Directors on the Board.
The Company has no employees and therefore there is nothing further to report in
respect of gender representation within the Company.
The Company's policy on diversity is detailed in the Corporate Governance
Statement on page 57 of the Annual Report.
Bribery Act
The Company has a zero-tolerance policy towards bribery and is committed to
carrying out business fairly, honestly and openly. The Portfolio Manager also
adopts a zero-tolerance approach and has policies and procedures in place to
prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards the criminal facilitation
of tax evasion.
Stewardship/Engagement
The Board requires the Portfolio Manager to adopt an active stewardship role,
including the effective exercising ofshareholders' ownership rights. It believes
that this is central to the achievement of its aim to preserve and grow the long
-term real purchasing power of the assets entrusted to it by shareholders.
The Portfolio Manager thus monitors, evaluates and if necessary, actively
engages or withdraws from investments with the aim of preserving or adding value
to the portfolio. It became a signatory to the UN Principles for Responsible
Investment in 2020, had been a signatory to the UK Stewardship Code 2012, and in
2025 was again endorsed as a signatory to the UK Stewardship Code 2020.
Both the Board and the Portfolio Manager firmly believe that environmental,
social and governance issues can have a material financial impact on the value
of a company along with its social licence to operate, and therefore on the
value of its investors' capital. It is thus important for a long-term
responsible investor to integrate these issues into the investment process.
The Portfolio Manager believes that its stewardship role is wholly consistent
with supporting companies to grow in a sustainable way, for executive teams and
board members to run their companies for the long term and for the benefit of
all stakeholders. Moreover, it believes that, considered over the long term,
shareholder capital is put at greatest risk where companies are not run in a
sustainable manner, whether from lack of prudence on financial strength or from
recklessness in the pursuit of growth at the expense of the environment and
relations with business stakeholders. Conversely, companies that are run more
prudently and which take into greater consideration the needs and expectations
of stakeholders more broadly are believed to offer greater potential to be
successful, resilient, and financially rewarding for shareholders.
Further detail on the Portfolio Manager's approach to stewardship is detailed
within its Stewardship Policy1.
1www.redwheel.com/uk/en/individual/resources
Environment
As an investment trust which outsources all of its operations, there are no
greenhouse gas emissions to report from the operations of the Company other than
those of the service providers and limited home working by the Board. The
Company does not have responsibility for any other emissions producing sources
reportable under the Companies Act 2006 (Strategic Report and Directors' Report)
Regulations 2013 or the Companies (Directors' Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018. Consequently, the
Company consumed very little direct energy during the year and therefore is
exempt from the disclosures required under the Streamlined Energy and Carbon
Reporting criteria.
Environmental and climate considerations - both in a systemic sense and
idiosyncratically - have become increasingly important for many in the
investment industry and beyond over the past decade. Physical and transitional
climate risks remain very much at the top of the list of factors considered to
potentially have a material financial impact over the longer term. Attention is
now also increasing in relation to the use and management by companies of
natural resources, such as water, as well as biodiversity impacts arising in
particular from pollution and waste management practices. The Portfolio Manager
believes active engagement with portfolio companies is required to address these
kinds of challenges. Divestingsimply does not address the problem. Instead, by
supporting companies as they transition over time to more sustainable business
models, the Portfolio Manager believes that environmental impacts can be both
reduced and mitigated.
Detail on the carbon characteristics of the Company is shown in the sections
below.
It is worth noting that in June 2024 our Portfolio Manager published its entity
level report on how it manages climate related risks and opportunities in its
investment portfolios and across its business operations in line with the
recommendations of the Taskforce on Climate-Related Financial Disclosures. A
product level report for the Company was made available on the Company's website
from July 2025.
Approach
When monitoring and reporting the carbon credentials of the Company, we use the
metrics and methodologies recommended by the Taskforce on Climate-Related
Financial Disclosures ("TCFD"). Analysis focuses on the emissions of companies
that are considered to be either "Scope 1" or "Scope 2". Scope 1 emissions are
the emissions directly attributable to a company's operations, whereas Scope 2
emissions are the emissions indirectly attributable to a company's operations
(e.g. relating to the power it consumes). Both are expressed in terms of tonnes
of carbon dioxide equivalent (t CO2eq), the universal unit of measurement used
to indicate the global warming potential of greenhouse gases, definition and
methodology by Greenhouse Gas Protocol.
The integration into the analysis of corporate "Scope 3" emissions remains an
aspiration as there are issues relating to data quality and the double-counting
of emissions within methodologies which continue to hamper expansion of the
analysis.
Total Scope 1 & 2 Emissions
An equity ownership approach is used to allocate both Scope 1 and Scope 2
emissions to investments. Under this approach, if an investor holds shares equal
in value to 5% of a company's total market capitalisation, then the investor is
considered to own 5% of the Company; accordingly, it is considered to be liable
for 5% of the Company's GHG (orcarbon) emissions.
The Company exhibits a lower value for its Scope 1 (-4.5%) but a higher Scope 2
emissions (+40%) compared to last year. The benchmark in contrast has reported
22.6% and 15.3% lower scope 1 and lower scope 2 respectively.
These metrics are presented on an absolute basis; as the value of the Company
increases, we would expect the overall emissions attributable to the Company to
increase. The respective values for the Company and FTSE All-Share, normalised
by the value of the Company, which in essence is the carbon footprint metric,
are 130.23 and 88.22 tCO2eq/ GBPm, respectively. The Company's carbon footprint
is 48% higher as it is more exposed to high intensive carbon industries than the
index.
Weighted Average Carbon Intensity ("WACI"):
Emissions intensity as a metric reflects the value of a company's Scope 1 and
Scope 2 carbon emissions (t CO2eq), normalised by revenues derived (here, using
GBP millions), over a particular period in line with the carbon reporting one.
The weighted average carbon intensity of the Company is 10% lower than FTSE All
-Share.
Observations
As compared to FTSE All-Share, the Company has a higher allocation to the Oil &
Gas (Fund: 12%; benchmark: 8%) and the Automobiles (+3%) sectors. At the same
time, the Company's allocation to the Materials and Utilities sectors is roughly
the same as FTSE All-Share. These are sectors responsible for a significant
amount of carbon emissions and the previous figures and charts above demonstrate
this.
That said, it is important to note that the Company has 94% reported emissions
and 6% estimated. This compares to 97% reported for the benchmark and 3%
estimated.
Social
The Portfolio Manager continues to believe that the financial impact from social
issues can be substantial.
Companies treating their employees, customers or suppliers inappropriately store
up future problems for the business in terms of human capital (lower
productivity, disruption to production, staff turnover), brand value
(dissatisfied customers, litigation) and reputation (supply-chain issues, health
and safety). Local communities are also important to consider, particularly in
extractive industries.
Cyber security is a notable risk for many companies, particularly for those
holding customer information, sensitive sectors such as banks or utilities or
where intellectual property is the basis of the value of a company.
The Portfolio Manager researches and monitors social risks, reviewing issues for
focus based on the Company's composition. Exposure to conflict regions is
monitored for a risk of human rights abuses. Where there is potential exposure
the Portfolio Manager will monitor news flow and speak with the investee
companies to evaluate the risk. It may also speak to a company's wider
stakeholders in order to seek a more holistic assessment of specific situations.
An example of engagement on social issues can be found in the engagement section
beginning on page 27 of the Annual Report.
Governance
The consideration of companies' approaches to governance has been at the heart
of the Portfolio Manager's process since inception. Governance describes the
controls and oversight processes in place to manage operational risks (including
environmental and social risks); it also sets the basis for the culture of a
firm. The Portfolio Manager seeks investee companies whose management runs the
business as owners, and thinks long term about customers, employees, suppliers,
and community. Such an approach is believed ultimately to benefit shareholders.
The Portfolio Manager believes in the importance of investee companies
possessing a strong board, with non-executive directors possessing the requisite
skills, experience and independence to counter the impact of a powerful or
dominant chief executive officer. Diversity can support this aim and helps to
counter `group think' and incorporate better the views of wider stakeholders.
Remuneration is an area of controversy, with management pay ratcheting higher,
often without consequence for failure or poor performance. Compensation packages
must be tied to long-term drivers of sustainable value, rather than a function
of financial engineering. The timeframe for executive evaluations should be
extended and there should also be a downside risk by requiring management to put
significant `skin in the game'.
If companies behave responsibly and act sustainably there are benefits for
society in terms of economic prosperity, political stability, and trust in free
markets. This in turn drives further benefits for the companies themselves. The
Portfolio Manager therefore believes it makes sense to integrate into the
investment process the consideration of a company's performance in addressing
sustainability issues, even if the advantages of doing so take time to emerge.
Remuneration
The Portfolio Manager believes that governance within UK companies is generally
of a very high standard. This reflects the UK Corporate Governance Code and the
long history of efforts to raise standards. Whilst there are many individual
aspects of corporate governance that the Portfolio Manager considers,
remuneration - the design and implementation in practice of pay structures to
reward and incentivise behaviours that help the Company execute against its
strategy - remains one of the most important.
The Portfolio Manager's view is that the basis of a good corporate remuneration
policy is a well-constituted remuneration committee. This requires both the
independence of the committee members and relevant experience in the field of
remuneration. A committee must guard against the ratcheting upward of
compensation awards, balancing this with attracting and retaining talent.
The Portfolio Manager encourages companies to set remuneration metrics that
align with the overall strategy, reflecting appropriate financial incentives, in
combination with non-financial metrics relating to environment and social
issues. Environmental metrics should be calibrated to help address specific
operational challenges, while on social issues relations with employees,
customers, suppliers and the community should be reflected as appropriate.
Remuneration is a complex area and challenging to find the right balance between
the various objectives and agendas. Shareholders will invariably give
conflicting feedback to remuneration committees. Where the Portfolio Manager can
have significant influence, they will engage with companies in the construction
of the remuneration policy. Where they feel their shareholding in a given
company is too low to ensure a constructive basis for engagement, they will
share their own remuneration expectations document which sets out for companies
what the Portfolio Manager expects to see.
The Portfolio Manager in conjunction with the Board will continue to develop the
overall approach and push for higher standards, ensuring that they collectively
protect shareholder interests and promote long-termism, set in the context of
sustainability for all stakeholders.
Engagement Policy
Engagement is central to the Portfolio Manager's process. Communicating with
investee companies on areas of concern is a key aspect of the Portfolio
Manager's approach. Having a long-term investment horizon and concentrated
portfolio allows the Portfolio Manager to build meaningful relationships.
The engagement process is led and carried out by the Portfolio Manager,
consistent with the Redwheel Stewardship Policy. The specifics of each process
will be determined by the size of the exposure within the portfolio and the
materiality of the identified risk, amongst other factors. The Portfolio Manager
will draw from its own experience in assessing materiality risks as well as both
the Company's own materiality assessment and independent assessments on a sector
basis, such as the Materiality Map developed originally by the Sustainability
Accounting Standards Board.
The method of engagement will depend on the engagement objectives. For example,
where the Portfolio Manager holds a position in an investee company and is
materially at odds with the Company's strategic direction or specific actions,
it will usually set out its concerns in a letter to the Company and follow up
with a meeting. In some instances, the Portfolio Manager will go further and set
out a detailed analysis of the business or sector, with proposed alterations to
strategy, and discuss this analysis with management.
The Portfolio Manager will engage with the chair of an investee company,
particularly at times of management change or in relation to long-term questions
on strategic direction. It may also engage with the investee company's senior
independent director should it have concerns about the chair or about board
effectiveness. Other engagements may takeplace in response to a request from the
investee company themselves, such as engagements with the chair of the
remuneration committee to discuss incentive structures and policies. Engaging in
collaboration with other shareholders, and casting votes against management at a
company's AGM provide further means to escalate concerns when direct bilateral
engagement fails. As regards remuneration, the Portfolio Manager aligns its
approach to reflect the guidance provided by the Pensions and Lifetime Savings
Association and The Investment Association, as updated from time to time.
The evaluation of the outcome of the Portfolio Manager's engagements will depend
on the type of engagement and the extent to which the original objective can be
considered to have been achieved.
Where the Portfolio Manager looks for specific actions, it will assess the
outcome on whether management or the board engaged and subsequently chose to act
on the suggestions made. On other issues, the evaluation of the engagement may
be more qualitative and not as transparent. The Portfolio Manager tries to be
very open about the nature of its engagements and the outcomes of them.
Case studies of the Portfolio Manager's engagement with investee companies
during the year are provided on pages24to 27 of the Annual Report and are just
some of the numerous calls, meetings and written correspondence that the
Portfolio Manager had with companies to discuss a variety of sustainability and
ESG-related issues.
Externalities and Non-Environmental Issues
In addition to adopting a stewardship approach to investment and integrating
sustainability and ESG considerations into its investment approach, the Board
asks the Portfolio Manager to consider systemic externalities when assessing a
company's suitability for inclusion in the portfolio. Systemic externalities are
costs, usually considered as costs to society or the environment, which are not
captured by market pricing. In particular, there are some areas where companies
operating legally and ethically may, through their joint actions (whether or not
coordinated), inadvertently contribute to the delivery of unintended
consequences for people and planet, particularly in relation to climate change,
global financial fragility, artificial intelligence, and antimicrobial
resistance.
These are areas where the Board believes that engagement with investee
companies, in conjunction with other asset owners, is of particular importance
in order to raise awareness amongst companies of the need for market-based
responses. The Portfolio Manager reports regularly to the Board with regard to
its engagement with portfolio companies in relation to such issues.
Future Developments
The future development of the Company is dependent on the success of its
investment strategy in the light of economic and equity market developments. The
outlook is discussed in the Chair's Statement and the Portfolio Manager's
Report.
Strategic Report
On behalf of the Board
Charles Cade
Chair
19 March 2026
Report of Directors
The Directors present the Annual Report & Financial Statements of the Company
for the year ended 31 December 2025.
Directors
The Directors of the Company who held office at 31 December 2025 and up to the
date of the signing of the Annual Report are detailed on pages 48 and 49 of the
Annual Report. Richard Wyatt served as Chair of the Company until his retirement
on 2December 2025. As at 31 December 2025, the Board of Directors of the Company
comprised two male and three female Directors.
All Directors will retire and stand for election or re-election at the Company's
AGM on 6 May 2026. The rules concerning the appointment and replacement of
Directors are set out in the Company's Articles of Association. There are no
agreements between the Company and its Directors concerning any compensation for
their loss of office.
Directors' indemnities
Subject to the provisions of the Companies Act 2006, the Company may indemnify
any person who is a Director, secretary or other officer (other than an auditor)
of the Company, against (a) any liability whether in connection with any
negligence, default, breach of duty or breach of trust by them in relation to
the Company or any associated company or (b) any other liability incurred by or
attaching to him in the actual or purported execution and/or discharge of his
duties and/or the exercise or purported exercise of his powers and/or otherwise
in relation to or in connection with his duties, powers or office; and purchase
and maintain insurance for any person who is a Director, secretary, or other
officer (other than an auditor) of the Company in relation to anything done or
omitted to be done or alleged to have been done or omitted to be done as
Director, secretary or officer.
A policy of insurance against Directors' and Officers' liabilities is maintained
by the Company.
Ordinary Dividends
The interim dividends paid by the Company are set out in note 10 to the
financial statements.
Subsequent to the year-end, the Board approved a fourth interim dividend for the
year ended 31 December 2025 of 3.75p per ordinary share, which will be paid on 2
April 2026.
Share Capital
At the AGM held on 6 May 2025, the Company was granted authority to allot
ordinary shares in the Company up to an aggregate nominal amount of £1,423,021,
being 10% of the total issued share capital at that date, amounting to
28,460,437 ordinary shares. 5,045,000 shares were re-issued from treasury during
the year raising £18.6m.
The Company was also granted authority to purchase up to 14.99% of the Company's
ordinary share capital in issue at that date, amounting to 42,662,196 ordinary
shares.
The Company bought back 791,246 ordinary shares at a total cost of £2.2m during
the year. This represented 0.3% of the total voting rights at 31 December 2025.
The shares bought back are held in treasury.
At 31 December 2025, the Company had 334,363,825 ordinary shares in issue,
44,714,447 of which were held in treasury. The total voting rights of the
Company at 31 December 2025 were 289,649,378.
Subsequent to the year-end and up to 18 March 2026, the Company re-issued
8,070,000 ordinary shares from treasury, raising £31.5m. At 18 March 2026, the
Company had 334,363,825 ordinary shares in issue, 36,644,447 of which were held
in treasury. Thetotal voting rights at 18 March 2026 were 297,719,378.
Authorities given to the Directors at the 2025 AGM to allot shares, disapply
statutory pre-emption rights and buy back shares will expire at the forthcoming
AGM.
At general meetings of the Company, shareholders are entitled to one vote on a
show of hands and on a poll, for every share held. The ordinary shares carry the
right to receive dividends and have one vote per ordinary share. To the extent
that they exist, revenue, profits and certain of the Company's capital reserves
(including accumulated revenue and realised capital reserves) are available for
distribution by way of dividends to holders of ordinary shares.
Upon a winding-up, after meeting the liabilities of the Company, the surplus
assets would be distributed to the shareholders pro rata to their holding of
ordinary shares. There are no restrictions on the transfer of securities in the
Company or on the voting rights of each ordinary share. There are no special
rights attached to any of the shares and no agreements between holders of shares
regarding their transfer known to the Company and no agreements which the
Company is party to that might affect its control following a takeover bid.
An amendment to the Company's Articles of Association and the giving of
authority to issue or buy back the Company's shares requires an appropriate
resolution to be passed by shareholders. Proposals for the renewal of the
Board's current authorities to issue and buy back shares are set out in the
Notice of AGM on pages 97 to 100 of the Annual Report. Any issuance of shares,
whether new shares or the re-issuance of treasury shares, will only be made at
prices greater than the prevailing cum income NAV per share (with debt at fair
value).
Substantial Shareholders
As at 31 December 2025, the Company had been notified of the following
substantial interest in the Company's voting right. There have not been any new
holdings notified between the year end and the date of this report.
Number of Percentage of
ordinary shares voting rights
Raymond James Wealth Management Limited 8,618,809 3.0
This table reflects those shareholders who have notified the Company of a
substantial interest in its shares when they have crossed certain thresholds and
may not reflect their current holding. The table does not reflect the full range
of investors in the Company. The shareholder register is principally comprised
of private wealth managers and retail investors owning their shares through a
variety of online platforms.
Management Arrangements
Under the terms of the Portfolio Management Agreement, Redwheel is paid a
management fee equal to 0.325% per annum of the Company's total assets. The
Portfolio Management Agreement may be terminated on six months' notice. The
Portfolio Management Agreement is also capable of termination in certain
circumstances including in the event that both Nick Purves and Ian Lance cease
to be responsible for the management of the Company's assets or otherwise become
incapacitated.
Under the terms of the AIFM agreement, Frostrow Capital LLP (`Frostrow') are
paid 0.125% of market capitalisation up to £250m and 0.1% of market
capitalisation above £250m.
Continued Appointment of the AIFM and Portfolio Manager
The Board keeps the performance of the Portfolio Manager and the AIFM under
continual review, and the Management Engagement Committee conducts an annual
appraisal of their performance, and makes a recommendation to the Board about
their continuing appointment.
It is the opinion of the Board that the continuing appointment of the Portfolio
Manager, on the existing terms, is in the best interests of shareholders as a
whole. The reasons for this view are that the Portfolio Manager has executed the
investment strategy according to the Board's expectations and has produced
positive returns relative to the broader market.
The Company appointed Frostrow as its AIFM with effect from 1 July 2023.
Frostrow is also responsible for the Company's marketing and distribution
strategy. It is the Directors' opinion that the continuing appointment of
Frostrow as AIFM is also in the best interests of the Company and its
shareholders as a whole.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.6 requires the Company to include certain information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The Directors confirm that there
are no disclosures to be made in this regard.
Streamlined Energy and Carbon Reporting
The Company's approach to ESG is set out on page 22 of the Annual Report.
Stakeholder Engagement
While the Company has no employees, or customers, the Directors give regular
consideration to the need to foster the Company's business relationships with
its stakeholders. The effect of this consideration upon the principal decisions
taken by the Company during the financial year is set out in further detail in
the Strategic Report on page 33 of the Annual Report.
Financial Risk Management
Information about the Company's financial risk management objectives and
policies is set out in note 20 to the Financial Statements.
Disclosure of Information to the Auditor
The Directors who held office at the date of the approval of the Annual Report
confirm that, so far as they are aware, there is no relevant audit information
of which the Company's Auditor is unaware, and each Director has taken all
reasonable steps that he/ she ought to have taken as a Director to make
himself/herself aware of any relevant audit information and to establish that
the Company's Auditor is aware of that information.
Post Balance Sheet Events
Post balance sheet events are disclosed in note 21 on page 95 of the Annual
Report.
Future Developments
Details on the outlook of the Company are set out in the Chair's Statement and
the Portfolio Manager's Report.
Annual General Meeting ("AGM")
The Notice of the AGM of the Company to be held on 5 May 2026 is on pages 97 to
100 of the Annual Report. In particular, resolutions regarding the following
items of business will also be proposed.
Dividend Policy
Resolution 11 set out in the Notice of AGM is for shareholders to approve the
Company's dividend policy which authorises Directors of the Company to declare
and pay all dividends of the Company as interim dividends, and for the last
dividend referable to a financial year to not be categorised as a final
dividend.
As set out in the Chair's Statement, it is confirmed that the dividend policy
continues the enhancement of the Company's quarterly interim dividends by the
distribution of 3.0p per share per annum to be sourced from the Company's
distributable capital reserves.
Authority to Allot Shares
Resolutions 12 and 13 set out in the Notice of AGM are ordinary resolutions and
will, if both are passed, authorise the Directors to allot up to a total of
59,543,874 ordinary shares with a nominal value of £2,977,194 or a total of 20%
of the Company's ordinary shares in issue at the date at which the resolutions
are passed. This will replace the current authority granted to the Directors at
the last AGM. These authorities will expire at the AGM to be held in 2027 when
resolutions to renew the authorities will be proposed.
The Directors intend to use the authorities whenever they believe they would be
in the best interests of shareholders to do so. Any such issuances would only be
made at prices greater than the prevailing NAV per share at the time of issue,
including current year income, as adjusted for the market value of the Company's
debt and would therefore increase the assets underlying each share. The issue
proceeds would be available for investment in line with the Company's investment
policy.
Authority to Disapply Pre-Emption Rights
When shares are to be allotted for cash, the Companies Act 2006 requires such
new shares to be offered first to existing shareholders in proportion to their
existing holdings of ordinary shares.
However, in certain circumstances, it is beneficial to allot shares for cash
otherwise than by pro rata to existing shareholders and the ordinary
shareholders can, by special resolution, waive their pre-emption rights.
Resolutions 15 and 16 set out in the Notice of AGM are special resolutions and
will, if both are passed, authorise the Directors to allot up to a total of
59,543,874 ordinary shares with a nominal value of £2,977,194 or a total of 20%
of the Company's ordinary shares in issue at the date at which the resolutions
are passed, for cash on a non-pre-emptive basis. This will replace the current
authority granted to the Directors at the last AGM. These authorities will
expire at the AGM to be held in 2027 when resolutions to renew the authorities
will be proposed.
The Directors intend to use these authorities whenever they believe they would
be in the best interests of shareholders to do so. Any such issuances (including
the re-issuance of shares held in treasury) would only be made at prices greater
than the prevailing NAV per share (with debt at fair value) at the time of
issue, including current year income, and would therefore increase the assets
underlying each share. The issue proceeds would be available for investment in
line with the Company's investment policy.
No issuances of shares will be made which would alter the control of the Company
without the prior approval of shareholders in general meeting.
Authority to Purchase the Company's Own Shares
The Directors consider it desirable to give the Company the opportunity to buy
back shares in circumstances where the shares may be bought for a price which is
below the NAV per share of the Company. The purchase of ordinary shares is
intended to reduce the discount at which ordinary shares trade in the market
through the Company becoming a source of demand for such shares, as well as
being accretive to the NAV per share. During the year, the Company continued to
buy back shares for this purpose with the shares being held in treasury.
Resolution 17 set out in the Notice of AGM is a special resolution and will, if
passed, authorise the Directors to buy back up to 14.99% of the Company's shares
in issue at the date at which the resolution is passed. This will replace the
current authority granted to the Directors at the last AGM. This authority will
expire at the AGM to be held in 2026 when a resolution to renew the authority
will be proposed. 791,246 shares were bought back under this authority during
the year. The maximum price (exclusive of expenses) which may be paid by the
Company in relation to any such purchase is the higher of:
i) 5% above the average of the mid-market value of shares for the five
business days before the day of purchase; or
ii)the higher of the price of the last independent trade and the highest current
independent bid on the London Stock Exchange.
The minimum price which may be paid for an ordinary share is the nominal value
of 5p each.
The decision as to whether to buy back any ordinary shares is at the discretion
of the Board. Ordinary shares bought back in accordance with the authority
granted to the Board will either be held in treasury or cancelled. Shares held
in treasury may be reissued from treasury but will only be reissued at a price
that is in excess of the Company's then prevailing NAV per share with debt at
fair value, including current year income. This authority will expire at the AGM
to be held in 2027 when a resolution to renew the authority will be proposed.
Directors' Fees
An ordinary resolution will be proposed at the AGM to increase the aggregate
limit on the fees paid to the Directors from £250,000 pa to £350,000 pa. This
aggregate limit has not been increased since 2009. See page 61 of the Annual
Report for more information.
Notice Period for General Meetings
Under the Companies Act 2006, the notice period of general meetings (other than
an AGM) is 21 clear days' notice unless the Company: (i) has gained shareholder
approval for the holding of general meetings on a shorter notice period (subject
to a minimum of 14 clear days' notice) by passing a special resolution at the
most recent AGM; and (ii) offers the facility for all shareholders to vote by
electronic means.
The Company would like the ability to call general meetings (other than an AGM)
on less than 21 clear days' notice. The shorter notice period proposed by
Resolution 18, a special resolution, would not be used as a matter of routine,
but only where the flexibility is merited taking into account the business of
the meeting and is thought to be in the interests of shareholders as a whole.
The approval will be effective until the end of the AGM to be held in 2027, when
it is intended that a similar resolution will be proposed.
How to Vote
If you hold your shares directly you will have received a paper proxy form or
voting instruction card. For this year's Annual General Meeting you should
ensure that this is returned to the Registrar, Equiniti, before 10.30am on 30
April 2026. Alternatively, you can vote online at www.shareview.co.uk.
Shareholders will require their Shareholder Reference Number, which can be found
on the personalised proxy form or voting instruction card, to access this
service. Before a proxy can be appointed, shareholders will be asked to agree to
the terms and conditions for electronic proxy appointment. The use of the
electronic proxy appointment service offered through Equiniti Limited, the
Company's registrar, is entirely voluntary. If you hold your shares via an
investment platform or a nominee, you should contact them to inquire about
arrangements to vote.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be in the best
interests of the Company and its shareholders as a whole. Accordingly, the
Directors unanimously recommend that shareholders should vote in favour of the
resolutions to be proposed at the AGM, as they intend to do so in respect of
their own beneficial holdings.
On behalf of the Board
Charles Cade
Chair
19 March 2026
Statement of Comprehensive Income
2025 2024
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Total Income 4 45,054 - 45,054 38,981 - 38,981
Profit on 12 - 243,136 243,136 - 110,111 110,111
investments
Currency exchange - (423) (423) - (128) (128)
loss
Total income 45,054 242,713 287,767 38,981 109,983 148,964
Expenses
Portfolio 6 (1,343) (2,015) (3,358) (1,128) (1,691) (2,819)
management fees
Other expenses 7 (1,541) (1,569) (3,110) (1,419) (885) (2,304)
Profit before 42,170 239,129 281,299 36,434 107,407 143,841
finance costs and
tax
Finance costs 8 (1,124) (1,685) (2,809) (1,123) (1,684) (2,807)
Profit before tax 41,046 237,444 278,490 35,311 105,723 141,034
Tax 9 (1,777) - (1,777) (1,488) - (1,488)
Profit for the 39,269 237,444 276,713 33,823 105,723 139,546
year
Earnings per 11 13.8p 83.2p 97.0p 11.8p 36.8p 48.6p
share
The total column of this statement represents the Statement of Comprehensive
Income prepared in accordance with IFRS. The supplementary revenue return and
capital return columns are both prepared under guidance issued by the AIC. All
items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The Company does not have any income or expense that is not included in profit
for the year. Accordingly, the profit for the year is also the Total
Comprehensive Income for the year, as defined in IAS1 (revised).
The notes form an integral part of the financial statements.
Statement of Changes in Equity
Notes Called Share Capital Revenue Total
-up premium
reserves reserve equity
share account
capital
£'000 £'000 £'000 £'000 £'000
At 1 January 2024 16,719 96,040 595,294 12,651 720,704
Total comprehensive - - 105,723 33,823 139,546
income for the year
Cost of shares bought - - (12,708) - (12,708)
back for treasury
Dividends paid 10 - - - (30,817) (30,817)
At 31 December 2024 16,719 96,040 688,309 15,657 816,725
Total comprehensive - - 237,444 39,269 276,713
income for the year
Cost of shares bought - - (2,171) (2,171)
back for treasury
Net proceeds of sale - 6,983 11,591 18,574
of shares from
treasury
Dividends paid 10 - - (6,422) (34,227) (40,649)
At 31 December 2025 16,719 103,023 928,751 20,699 1,069,192
As at 31 December 2025, the Company had distributable revenue reserves of
£20,699,000 (2024: £15,657,000) and distributable capital reserves of
£928,751,000 (2024: £668,309,000) for the payment of future dividends. Only the
revenue reserve and capital reserves are distributable.
The notes form an integral part of the financial statements.
Statement of Financial Position
31 December 2025 31 December 2024
Notes £'000 £'000 £'000 £'000
Non-current assets
Investments at fair 12 1,114,430 880,603
value through profit or
loss
Current assets
Investments at fair 12 14,462 4,202
value through profit or
loss
Cash and cash 12,782 6,354
equivalents
Receivables 13 4,334 2,059
31,578 12,615
Total assets 1,146,008 893,218
Current liabilities
Payables 14 (1,998) (1,712)
Total assets less 1,144,010 891,506
current liabilities
Non-current liabilities
Interest bearing 15 (74,818) (74,781)
borrowings
Net assets 1,069,192 816,725
Capital and reserves
Ordinary share capital 16 16,719 16,719
Share premium 103,023 96,040
Capital reserves 928,751 688,309
Revenue reserve 20,699 15,657
Total equity 1,069,192 816,725
attributable to equity
holders
NAV per share 18 369.1p 286.2p
NAV per share with debt 18 373.4p 291.1p
at fair value1
1Alternative Performance Measure - See glossary of terms for definition and more
information.
The notes form an integral part of the financial statements.
The financial statements of Temple Bar Investment Trust Plc (registered number:
00214601) were approved by the Board of Directors and authorised for issue on 19
March 2026. They were signed on its behalf by:
Charles Cade
Chair
Statement of Cash Flows
31 December 2025 31 December 2024
Notes £'000 £'000 £'000 £'000
Cash flows from operating
activities
Profit before tax 278,490 141,034
Adjustments for:
Gains on investments (243,136) (110,111)
Finance costs 2,809 2,807
Dividend income 4 (44,756) (38,635)
Interest income 4 (298) (346)
Dividends received 42,855 38,999
Interest received 119 516
(Increase)/decrease in (344) 407
other receivables
Increase/(decrease) in 287 (652)
other payables
Net overseas withholding 9 (1,777) (1,488)
tax paid
(244,241) (108,503)
Net cash flows from 34,249 32,531
operating activities
Purchases of investments (325,858) (108,442)
Sales of investments 325,056 124,317
Net cash flows (used (802) 15,875
in)/from investing
activities
Cash flows from financing
activities
Equity dividends paid 10 (40,649) (30,817)
Interest paid on (2,773) (2,772)
borrowings
Shares bought back for (2,171) (12,738)
treasury
Shares issued from 18,574 -
treasury
Net cash flows used in (27,019) (46,327)
financing activities
Net increase in cash and 6,428 2,079
cash equivalents
Cash and cash equivalents 6,354 4,275
at the start of the year
Cash and cash equivalents 12,782 6,354
at the end of the year
The notes form an integral part of the financial statements.
Notes to the Financial Statements
General information
Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926
with the registered number 00214601.
The Company carries on the business as an investment trust company within the
meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
1. Principal Accounting Policies
Basis of accounting
The financial statements have been prepared on a going concern basis, under the
historical cost convention, modified by the valuation of investments at fair
value, prepared in accordance with UK adopted international accounting
standards.
The annual financial statements have also been prepared in accordance with the
AIC SORP for investment trusts issued by the AIC in July 2022, except to any
extent where it is not consistent with the requirements of IFRS. The principal
accounting policies adopted by the Company are set out below.
All values are rounded to the nearest thousand pounds unless otherwise
indicated.
Going concern
The Directors are required to make an assessment of the Company's ability to
continue as a going concern and that the Company has adequate resources to
continue in operational existence for 12 months from the date when these
financial statements are approved.
In making this assessment, the Directors have considered a wide variety of
emerging and current risks to the Company, as well as mitigation strategies that
are in place. The Board has also reviewed stress-testing and scenario analyses
prepared by the AIFM to assist it in assessing the impact of changes in market
value and income with associated cash flows. In making this assessment, the AIFM
has considered plausible downside scenarios.
These tests are carried out as an arithmetic exercise, which can apply equally
to any set of circumstances in which asset value and income are significantly
impaired. It was concluded that in a plausible downside scenario, the Company
could continue to meet its liabilities. Whilst the economic future is uncertain,
the opinion of the Directors is that no foreseeable downside scenario would be
to a level which would threaten the Company's ability to continue to meet its
liabilities as they fall due.
Based on the information available to the Directors at the time of this report,
including the results of the stress tests and scenario analyses, and having
taken account of the liquidity of the investment portfolio, the Company's cash
flow and borrowing position (see notes 8 and 15 for further details on
borrowings), the Directors are satisfied that the Company has adequate financial
resources to continue in operation for 12 months from the date of signing of
these financial statements and that, accordingly, it is appropriate to adopt the
going concern basis.
Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the AIC, supplementary information which
analyses the Statement of Comprehensive Income between items of a revenue and
capital nature has been presented alongside the Statement of Comprehensive
Income.
Income
Dividend income from investments is recognised when the Company's right to
receive payment has been established, normally the ex-dividend date.
Where the Company has elected to receive its dividends in the form of additional
shares rather than cash, the amount of cash dividend foregone is recognised as
income. Any excess in the value of shares received over the amount of cash
dividend foregone is recognised as a capital gain in the Statement of
Comprehensive Income.
Interest income is recognised in line with coupon terms on a time-apportioned
basis using the effective interest method. Special dividends are credited to
capital or revenue according to their circumstances.
Foreign currency
The financial statements are prepared in pounds sterling because that is the
currency of the primary economic environment in which the Company operates.
The primary objective of the Company is to generate returns in pounds sterling,
its capital-raising currency. The liquidity of the Company is managed on a day
-to-day basis in sterling as the Company's performance is evaluated in that
currency. Therefore, the Directors consider pounds sterling as the currency that
most faithfully represents the economic effects of the underlying transactions,
events and conditions.
Transactions involving foreign currencies are converted at the exchange rate
ruling at the date of the transaction. Foreign currency monetary assets and
liabilities as well as instruments carried at fair value are translated into
pounds sterling at the exchange rate ruling on the year-end date. Foreign
exchange differences arising on translation are recognised in the Statement of
Comprehensive Income.
Expenses
All expenses are accounted for on the accruals basis. In respect of the analysis
between revenue and capital items presented within the Statement of
Comprehensive Income, all expenses have been presented as revenue items except
as follows:
· transaction costs which are incurred on the purchases or sales of
investments designated as fair value through profit or loss are expensed to
capital in the Statement of Comprehensive Income; and
· expenses are split and presented partly as capital items where a connection
with the maintenance or enhancement of the value of the investments held can be
demonstrated and, accordingly, the investment management fee and finance costs
have been allocated 40% to revenue and 60% to capital, in order to reflect the
Directors' long-term view of the nature of the expected investment returns of
the Company; this remains consistent with the prior year.
Taxation
The tax expense represents the sum of the current tax expense. The tax currently
payable is based on the taxable profit for the year. The taxable profit differs
from profit before tax as reported in the Statement of Comprehensive Income
because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using a blended rate as
applicable throughout the year.
In line with the recommendations of the SORP, the allocation method used to
calculate tax relief on expenses presented against capital returns in the
supplementary information in the Statement of Comprehensive Income is the
`marginal basis'. Under this basis, if taxable income is capable of being
entirely offset by expenses in the revenue column of the income statement, then
no tax relief is transferred to the capital column.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilised.
Deferred tax is calculated at the enacted tax rate that is expected to apply in
the period when the liability is settled or the asset is realised. Deferred tax
is charged or credited in the revenue return of the Statement of Comprehensive
Income, except when it relates to items charged or credited directly to equity,
in which case the deferred tax is also dealt with in equity.
· Investment trusts which have approval under Section 1158 of the Corporation
Tax Act 2010 are not liable for taxation on capital gains.
· Irrecoverable withholding tax is recognised on any overseas dividends on an
accruals basis using the applicable rate for the country of origin.
Financial instruments
The Company classifies its financial assets as subsequently measured at
amortised cost or measured at fair value through profit or loss on the basis of
its business model for managing the financial assets and the contractual cash
flow characteristics of the financial asset. Financial assets are measured at
fair value through profit or loss if their contractual terms do not give rise to
cash flows on specified dates that are solely payments of principal and interest
and at amortised cost if they do. Financial assets and financial liabilities are
recognised in the Statement of Financial Position when the Company becomes party
to the contractual provisions of the instrument. The Company will offset
financial assets and financial liabilities if it has a legally enforceable right
to offset the recognised amounts and interest and intends to settle on a net
basis. A financial asset is derecognised when the right to receive cash flows
from the asset expires or the rights to receive cash flows from the asset have
been transferred and a financial liability is derecognised when the obligation
under the liability is discharged, cancelled or expired.
Investments
Equity investments are held at fair value through profit or loss as they fail
the contractual cash flows test under IFRS 9. Debt instruments that pass the
contractual cash flow test are held under a business model to manage them on a
fair value basis for investment income and fair value gains and are therefore
classified as fair value through profit or loss.
Upon initial recognition, investments are measured at fair value. Gains or
losses on investments measured at fair value through profit or loss are included
in net profit or loss as a capital item and transaction costs on acquisition or
disposal of investments are expensed. For investments that are actively traded
in organised financial markets, fair value is determined by reference to stock
exchange quoted market bid prices at the close of business on the year-end date.
All purchases and sales of investments are recognised on the trade date, i.e.
the date that the Company commits to purchase or sell an asset.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument is
any contract that evidences a residual interest in the assets of the Company
after deducting all of its liabilities.
Interest bearing borrowings
Interest bearing borrowings, being the debenture stock and loans issued by the
Company, are initially recognised at a fair value equivalent to the proceeds
received net of issue costs associated with the borrowings. After initial
recognition, interest bearing borrowings are subsequently measured at amortised
cost using the effective interest rate method.
When calculating the NAV with debt at fair value the fair value of the private
placement loans is determined using discounted cash flow techniques which
utilise inputs including interest rates obtained from comparable loans in the
market.
Equity dividends payable
Equity dividends payable are recognised when the shareholders' right to receive
payment is established. For interim dividends this is when they are paid and for
final dividends this is when they are approved by shareholders.
Cash and cash equivalents
Cash and cash equivalents (which are presented as a single class of asset on the
Statement of Financial Position) comprise cash at bank and in hand, and deposits
with an original maturity of three months or less.
The carrying value of these assets approximates their fair value.
Reserves
The share capital represents the nominal value of the Company's ordinary shares.
The share premium account represents the excess over nominal value of the fair
value of consideration received for the Company's ordinary shares, net of
expenses of the share issue. This reserve cannot be distributed.
The capital reserve represents realised and unrealised capital and exchange
gains and losses on the disposal and revaluation of investments and of foreign
currency items. `Realised' gains include gains and losses resulting from changes
in fair value, to the extent that they are readily convertible to cash. Realised
gains can be distributed, unrealised gains cannot be distributed.
The revenue reserve represents retained profits from the income derived from
holding investment assets less the costs and interest on cash balances
associated with running the Company. This reserve can be distributed.
2. Significant Accounting Judgements, Estimates and Assumptions
There are no significant judgements, estimates or assumptions involved in the
presentation of the Company's accounts, other than the judgement on the
functional and presentational currency of the Company as set out in the
preceding note.
3. Adoption of New and Revised Standards New standards, interpretations and
amendments adopted from 1January 2025
There are no new standards impacting the Company that have had a significant
effect on the annual financial statements for the year ended 31 December 2025.
Standards issued but not yet effective
IFRS 18 - Presentation and disclosure in financial statements (effective 1
January 2027). The IASB issued IFRS 18, which replaces IAS 1 Presentation of
Financial Statements. IFRS 18 introduces new requirements for presentation
within the statement of profit or loss, including specified totals and
subtotals. Furthermore, entities are required to classify all income and
expenses within the statement of profit or loss into one of five categories:
operating, investing, financing, income taxes and discontinued operations,
whereof the first three are new. It also requires disclosure of newly defined
management defined performance measures, subtotals of income and expenses, and
includes new requirements for aggregation and disaggregation of financial
information based on the identified `roles' of the primary financial statements
and the notes.
This standard is expected to result in material changes to the presentation of
the primary financial statements and note disclosures, however, it is not
expected to have a material impact on the Company.
4. Income
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment Income
UK dividends 28,140 - 28,140 24,718 - 24,718
Overseas dividends 16,616 - 16,616 13,917 - 13,917
Interest from fixed 287 - 287 297 - 297
-interest
securities
45,043 - 45,043 38,932 - 38,932
Other income
Deposit interest 11 - 11 49 - 49
Total income 45,054 - 45,054 38,981 - 38,981
During the year ended 31 December 2025, the Company received no special
dividends (2024: £nil).
5. Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment
of business being investment business.
6. Portfolio Management Fee
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Portfolio management fee 1,343 2,015 3,358 1,128 1,691 2,819
1,343 2,015 3,358 1,128 1,691 2,819
Under the terms of the Portfolio Management Agreement, Redwheel is entitled to a
management fee, details of which are set out in the Directors' Report. As at 31
December 2025, an amount of £937,000 (2024: £728,000) was payable to Redwheel in
relation to the management fees.
7. Other Expenses
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Transaction - 947 947 - 386 386
costs on fair
value
through profit
or loss assets1
Directors' fees
(see Report on 171 - 171 152 - 152
Directors'
Remuneration)
AIFM fee 414 622 1,036 333 499 832
Registrar's fee 112 - 112 159 - 159
Marketing costs 95 - 95 109 - 109
Auditor's 58 - 58 56 - 56
remuneration -
annual
audit2
Depositary fee 109 - 109 96 - 96
Other expenses 582 - 582 514 - 514
1,541 1,569 3,110 1,419 885 2,304
All expenses are inclusive of VAT where applicable.
1 Transaction costs represent costs incurred on both the purchase and
sale of investments. Transaction costs on purchases amounted to £841,000 (2024:
£349,000) and on sales amounted to £106,000 (2024: £37,000).
2During the year audit fees of £48,100 (2024: £46,500) (excluding VAT) were due
to the Auditor.
8. Finance Costs
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
4.05% Private 823 1,234 2,057 823 1,233 2,056
Placement Loan
2028
2.99% Private 301 451 752 300 451 751
Placement Loan
2047
Total finance 1,124 1,685 2,809 1,123 1,684 2,807
costs
The amortisation of the loan issue costs is calculated using the effective
interest method.
9. Taxation
The Company has no corporation tax liability for the year ended 31 December 2025
(2024: nil).
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Analysis of
charge for the
year:
Overseas 1,777 - 1,777 1,488 - 1,488
withholding tax
suffered
1,777 - 1,777 1,488 - 1,488
The charge for the year can be reconciled to the profit per the Statement of
Comprehensive Income as follows:
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Profit 41,046 237,444 278,490 35,311 105,723 141,034
before
taxation
Tax at UK 10,261 59,360 69,621 8,828 26,430 35,258
corporation
tax rate of
25% (2024:
25%)
Tax effects
of:
Non-taxable - (60,678) (60,678) - (27,496) (27,496)
gains on
investments¹
Disallowed - 237 237 - 96 96
expenses
Non-taxable (7,035) - (7,035) (6,180) - (6,180)
UK dividends
Overseas 1,777 - 1,777 1,488 - 1,488
withholding
tax
suffered
Non-taxable (4,154) - (4,154) (3,479) - (3,479)
overseas
dividends
Excess 928 1,081 2,009 831 970 1,801
management
expenses
Total tax 1,777 - 1,777 1,488 - 1,488
charge for
the
year
1Investment trusts are not subject to corporation tax on these items.
No provision for deferred taxation has been made in the current year. The
Company has not provided for deferred tax on capital profits arising on the
revaluation of investments, as it is exempt from tax on these items because of
its status as an investment trust company.
The Company has not recognised a deferred tax asset as at 31 December 2025 on
the excess management expenses of £144,747,000 (2024: £137,227,000). The Company
is not expected to generate sufficient taxable income in the near future periods
in excess of the available deductible expenses and accordingly, the Company is
unlikely to be able to reduce future tax liabilities through the use of existing
surplus expenses.
10. Dividends
2025 2024
£'000 £'000
Amounts recognised as distributions to equity holders in the
year
Fourth interim dividend for year ended 31 December 2024 of 8,538 7,212
3.0p per share (2024: Fourth interim dividend for year ended
31 December 2023 of 2.5p per share)
Interim dividends for year ended 31 December 2025 of three 32,111 23,605
payments of 3.75p per share (2024: One payment of 2.5p, one
payment of 2.75p and one payment of 3.0p per share)
40,649 30,817
Fourth interim dividend for the year ended 31 December 2025 of 11,146 8,538
3.75p (Fourth interim dividend 2024: 3.0p per share)
The fourth interim dividend is not included as a liability in these financial
statements.
Therefore, also set out below is the total dividend payable in respect of these
financial years, which is the basis on which the requirements of Section 1158 of
the Corporation Tax Act 2010 are considered.
2025 2024
£'000 £'000
Interim dividends (three) 32,111 23,605
Fourth interim dividend for year ended 31 11,146 8,538
December 2025 of 3.75p (2024: 3.0p) per
share
43,257 32,143
11. Earnings per Share
2025 2024
Revenue Capital Total Revenue Capital Total
Basic and
diluted
Profit for 39,269 237,444 276,713 33,823 105,723 139,546
the year
(£000's)
Weighted 285,271,120 286,995,073
average
number of
ordinary
shares
Earnings 13.8 83.2 97.0 11.8 36.8 48.6
per
ordinary
share
(pence)
12. Investments
(a) Investment portfolio summary
2025 2024
Quoted Debt Quoted Debt
equities securities Total equities securities Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening cost 764,962 4,203 769,165 733,313 13,652 746,965
at
the
beginning of
the
year
Opening 115,641 (1) 115,640 43,562 61 43,623
unrealised
appreciation/
(depre
ciation) at
the
beginning of
the
year
Opening fair 880,603 4,202 884,805 776,875 13,713 790,588
value
at the
beginning
of theyear
Movements in
the
year:
Purchases at 304,981 21,026 326,007 100,405 8,018 108,423
cost
Sales (314,262) (10,794) (325,056) (106,870) (17,447)
(124,317)
proceeds
Realised 89,819 3 89,822 38,114 (20) 38,094
gain/(loss)
on
sale of
investments
Change in 153,289 25 153,314 72,079 (62) 72,017
unrealised
appreciation/
(depre
ciation)
Closing fair 1,114,430 14,462 1,128,892 880,603 4,202 884,805
value
at the end
of the
year
Closing cost 845,500 14,438 859,938 764,962 4,203 769,165
at
the end of
the
year
Closing 268,930 24 268,954 115,641 (1) 115,640
unrealised
appreciation/
(depre
ciation) at
the
end of the
year
Closing fair 1,114,430 14,462 1,128,892 880,603 4,202 884,805
value
at the end
of the
year
The Company received £325,056,000 (2024: £124,317,000) from investments sold in
the year. The book cost of these investments when they were purchased was
£235,234,000 (2024: £86,223,000 ). These investments have been revalued over
time and until they were sold any gains/losses were included in the fair value
of the investments.
(b) Fair value of financial instruments
IFRS 13 requires an entity to classify fair value measurements using a fair
value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following classifications:
· Level 1 - valued using quoted prices in active markets for identical
investments.
· Level 2 - valued using other significant observable inputs (including quoted
prices for similar investments, interest rates, prepayments, credit risk, etc).
There are no level 2 financial assets (2024: £nil).
· Level 3 - valued using significant unobservable inputs (including the
Company's own assumptions in determining the fair value of investments). There
are no level 3 financial assets (2024: £nil).
All of the Company's investments are in quoted securities actively traded on
recognised stock exchanges, with their fair value being determined by reference
to their quoted bid prices at the reporting date and have therefore been
determined as Level 1.
There were no transfers between levels in the year (2024: no transfers) and as
such no reconciliation between levels has been presented.
13. Receivables
2025 2024
£'000 £'000
Accrued income 3,355 1,424
Other receivables 979 635
4,334 2,059
Accrued income includes dividends and fixed-interest income.
14. Current Liabilities
2025 2024
£'000 £'000
Accruals 1,998 1,711
Due to broker - 1
1,998 1,712
Accruals include the interest payable on borrowings amount to £800,000 (2024:
£800,000).
15. Borrowings
2025 2024
£'000 £'000
Interest bearing borrowings
Amounts payable after more than one year:
4.05% Private Placement Loan 20281 49,914 49,882
2.99% Private Placement Loan 20471 24,904 24,899
Total 74,818 74,781
2025 2024
£'000 £'000
Opening balance as per the 74,781 74,744
Statement of Financial Position
Interest movement (2,772) (2,770)
Finance costs for the year as per 2,809 2,807
the Statement of Comprehensive
Income
Closing balance as per the 74,818 74,781
Statement of Financial Position
The 4.05% Private Placement Loan is secured by a floating charge over the assets
of the Company. The loan is repayable at par, £50,000,000, on 3 September 2028.
The 2.99% Private Placement Loan is secured by a floating charge over the assets
of the Company. The loan is repayable at par, £25,000,000, on 24 October 2047.
See note 20 for the disclosure and fair value categorisation of the financial
liabilities.
1 The 4.05% and 2.99% Private Placement Loans contain the following
principal financial or other covenants, with which failure to comply could
necessitate the early repayment of the loan.
These were all complied with during the current and previous year:
●net tangible assets of at least £275 million;
●aggregate principal amount of financial indebtedness not to exceed 50% of net
tangible assets;
●prior approval by the note holder of any change of Portfolio Manager; and
●prior approval by the note holder of any change in the Company's investment
objective and policy.
16. Ordinary Share Capital
2025 2024
Number of shares Number of shares
As at 1 January 285,395,624 290,612,881
Purchase of shares into treasury (791,246) (5,217,257)
Sale of shares from treasury 5,045,000 -
As at year-end:
In circulation 289,649,378 285,395,624
In Treasury 44,714,447 48,968,201
Listed 334,363,825 334,363,825
Nominal Value of 5p ordinary shares (£'000) 16,719 16,719
During the year, the Company bought back ordinary shares at a cost of £2,171,000
(Year ended 31 December 2024: £12,708,000). During the year, the Company
reissued ordinary shares from treasury for £18,574,000 (Year ended 31December
2024: £Nil).
17. Contingent Liabilities And Capital Commitments
As at 31 December 2025, there were no contingent liabilities or capital
commitments for the Company (2024: £nil).
18. Net asset value ("NAV") per share
The NAV per share is based on the net assets attributable to the equity
shareholders of £1,069,192,000 (31 December 2024: £816,725,000) and 289,649,378
(31 December 2024: 285,395,624) shares being the number of shares in issue at
the year-end.
The NAV per share with debt at fair value is based on the net assets
attributable to the equity shareholders, adjusted for the difference between the
debt at book value and fair value as shown in note 20, and the number of shares
in issue at the year-end. Adjusting for debt at fair value resulted in an
increase in net assets of £12,225,000 or 4.2p per share (31 December 2024:
increase of £14,039,000 or 4.9p per share).
19. Related Party Transactions
The Board of Directors are defined as a related party. Under the FCA Listing
Rules, the Manager is also defined as a related party. However, under the AIC
SORP, in accordance with which these financial statements are prepared, the
Manager is not considered to be a related party. Accordingly, the disclosure
required are set out below:
Directors - The remuneration of the Directors is set out in the Report on
Directors' Remuneration on pages 60 to 62 of the Annual Report. There were no
contracts existing during or at the end of the year in which a Director of the
Company is or was interested and which are or were significant in relation to
the Company's business. There were no other material transactions during the
year with the Directors of the Company. See page 62 of the Annual Report for
details of Directors' shareholdings.
At 31 December 2025, there was £nil (2024: £nil) payable to the Directors for
fees and expenses.
20. Risk Management and Financial Instruments
The Company's investing activities undertaken in pursuit of its investment
objective, as set out on page 2 of the Annual Report, involve certain inherent
risks. The main financial risks arising from the Company's financial instruments
are market price risk, interest rate risk, liquidity risk, credit risk and
currency risk. The Board reviews and agrees policies for managing each of these
risks as summarised below. The Board has also established a series of investment
parameters, which are reviewed annually, designed to limit the risk inherent in
managing a portfolio of investments. These policies have remained substantially
unchanged during the current and preceding periods. The Board meets on four
scheduled occasions in each year and at each meeting it receives sufficient
financial and statistical information to enable it to monitor adequately the
investment performance and status of the business.
Market price risk
Market price risk arises mainly from uncertainty about future prices of
financial instruments used in the Company's business. It represents the
potential loss the Company might suffer through holding market positions in the
face of price movements. The Company's borrowings have the effect of increasing
the market risk faced by shareholders.
Interest rate risk
Interest rate risk is the risk of movements in the value of financial
instruments or interest income cash flows that arise as a result of fluctuations
in interest rates. The Company finances its operations through retained profits
including capital profits, and additional financing is obtained through the two
Private Placement Loans, on both of which interest is paid at a fixed rate and
therefore subject to fair value interest rate risk.
Cash flow interest rate risk
The majority of the Company's financial assets are equity shares and other
investments which neither pay interest nor have a maturity date. The Company's
fixed-interest holdings have a market value of £14,462,000, representing 1.35%
of net assets (2024: £4,202,000; 0.51%). The weighted average running yield as
at 31 December 2025 was 1.5% (2024: 5.0%) and the weighted average remaining
life was 0.6 years (2024: 0.5 years). The Company's cash balance of £12,782,000
(2024: £6,354,000) earns interest, calculated on a tiered basis, depending on
the balance held, by reference to the base rate. Cashflow interest rate risk is
not considered a significant risk to the Company.
Fair value interest rate risk
The Company is exposed to fair value interest rate risk through its fixed-rate
borrowings and its investments in debt securities. The 4.05% Private Placement
Loan and the 2.99% Private Placement Loan, which are repayable in 2028 and2047
respectively, pay interest at fixed rates. The weighted average period until
maturity of the loans is 9 years (2024: 10 years) and the weighted average
interest rate payable is 3.7% (2024: 3.7%) per annum. The fair value of the
loans will vary with changes in interest rates. As interest rates increase the
fair value of the loan liability is expected to decrease, while when interest
rates decrease the fair value of the loan liability is expected to increase. In
addition, the Company's investments in fixed-rate gilts are also measured at
fair value and are subject to interest rate risk. The fair value of the
borrowings and the debt investments, are used for disclosure purposes only in
the Annual Report, and therefore this risk will not impact the measurement of
the financial statements.
Liquidity risk
The Company's assets comprise mainly readily realisable securities, which can be
sold to meet funding commitments if necessary. Short-term flexibility is
achieved through the use of cash balances and short-term bank deposits.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to
discharge an obligation and cause the other party toincur a financial loss. This
is mitigated by the Portfolio Manager reviewing the credit ratings of broker
counterparties. The Company's Custodian is responsible for the collection of
income on behalf of the Company. Cash is held either with reputable banks with
high quality external credit ratings or in liquidity/cash funds providing a
spread of exposures to various underlying banks in order to diversify risk. The
carrying amounts of financial assets represent their maximum exposure to credit
risk at the Statement of Financial Position date, and the main exposure to
credit risk is via the Custodian which is responsible for the safeguarding of
the Company's investments and cash balances. The full portfolio can be found on
pages 28 and 29 of the Annual Report. The debt security held at the year-end has
a credit rating of AA (2024: AA).
Currency risk
The income and capital value of the Company's investments and liabilities can be
affected by exchange rate movements as some of the Company's assets and income
are denominated in currencies other than Pounds Sterling, which is the Company's
reporting currency. The Company does not currently hedge its currency exposure.
The key areas where foreign currency risk could have an impact on the Company
are:
· movements in rates that would affect the value of investments; and
· movements in rates that would affect the income received.
The Company had the following currency exposures, all of which are included in
the Statement of Financial Position based on the exchange rates ruling at the
respective year ends. Exposures vary throughout the year as a consequence of
changes in the composition of the net assets of the Company arising out of the
investment and risk-management processes.
2025
Investments Cash Receivables Payables Borrowings Total
£'000 £'000 £'000 £'000 £'000 £'000
Euro 132,437 - 446 - - 132,883
US 65,401 - 486 - - 65,887
Dollar
Hong 18,404 - - - - 18,404
Kong
Dollar
Japanese 17,462 - - - - 17,462
Yen
South 51,679 - - - - 51,679
Korean
Won
Pounds 843,509 12,782 3,402 (1,998) (74,818) 782,877
Sterling
1,128,892 12,782 4,334 (1,998) (74,818) 1,069,192
2024
Investments Cash Receivables Payables Borrowings Total
£'000 £'000 £'000 £'000 £'000 £'000
Euro 118,002 - - - - 118,002
US Dollar 43,033 - 200 - - 43,233
Canadian Dollar 8,587 - - - - 8,587
Hong Kong Dollar 10,554 - - - - 10,554
Japanese Yen 13,992 - - - - 13,992
Pounds Sterling 690,637 6,354 1,859 (1,712) (74,781) 622,357
884,805 6,354 2,059 (1,712) (74,781) 816,725
Foreign currency sensitivity
2025 2024
£'000 £'000 £'000 £'000
Projected movement +10% -10% +10% -10%
Effect on net assets for the year (26,029) 31,813 (17,851) 21,374
Other price risk exposure
If the investment valuation fell by 20% at 31 December 2025, the impact on the
profit or loss and net assets would have been negative £225.8 million (2024: 20%
negative £177.0million). If the investment portfolio valuation rose by 20% at 31
December 2025, the impact on the profit or loss and net assets would have been
positive £225.8 million (2024: 20% positive £177.0 million). The calculations
are based on the portfolio valuation as at the respective year-end dates.
The Company held the following categories of financial instruments, all of which
are included in the Statement of Financial Position at fair value or amortised
cost which is an approximation of fair value, with the exception of interest
-bearing borrowings which are shown at amortised cost at 31 December.
2025 2024
Amortised Amortised
cost Fair value cost Fair value
£'000 £'000 £'000 £'000
Assets at fair value - 1,128,892 - 884,805
through profit or
loss
Cash 12,782 12,782 6,354 6,354
Receivables and
Payables
Investment income 3,355 3,355 1,424 1,424
receivable
Other receivables 979 979 635 635
Payables (1,998) (1,998) (1,712) (1,712)
Interest- bearing
borrowings:
4.05% Private (49,914) (48,382) (49,882) (46,830)
Placement Loan
2.99% Private (24,904) (14,211) (24,899) (13,912)
Placement Loan
The 4.05% Private Placement Loan 2028 and the 2.99% Private Placement Loan 2047
do not have prices quoted on an active market, however their fair values have
been calculated using observable inputs. As such they have been classified as
Level 2 instruments (2024: Level 2).
Liquidity risk exposure
This is the risk that the Company will encounter difficulty in meeting
obligations associated with financial liabilities.
Contractual maturities of the financial liabilities at the year-end, including
future interest payments not yet accrued for, based on the earliest date on
which payment can be required, are as follows:
2025
Three Not More More than two More than Total
more than one
months years but notmore three years £'000
than year but
or one notmore than three years £'000
less
year than two £'000
£'000 years
£'000
£'000
Loan 1,012 1,760 2,772 2,772 14,203 22,519
Interest
due
Loan - - - 50,000 25,000 75,000
principle
Accruals 1,198 - - - - 1,198
2024
Three Not More More than two More than £'000
more than one
months years but notmore Total
than year but
or one notmore than three years £'000
less
year than two £'000
£'000 years
£'000
£'000
Loan 1,012 1,760 2,772 2,772 16,975 25,291
Interest
due
Loan - - - - 75,000 75,000
principle
Accruals 912 - - - - 912
Capital management policies and procedures
The Company's capital management objectives are to ensure that it will be able
to continue as a going concern, and to provide long-term growth in revenue and
capital, principally by investment in UK securities. There have been no changes
in the Company's objectives, policies and processes for managing capital from
the prior year.
The Company's capital is its equity share capital and reserves that are shown in
the Statement of Financial Position and fixed-term loans (see note 15) at a
gross total of £1,144,010 (2024: £891,506,000).
The Company is subject to several externally imposed capital requirements:
· as a public Company, the Company has a minimum share capital of £50,000;
· in order to be able to pay dividends out of profits available for
distribution by way of dividends, the Company has to be able to meet one of the
two capital restriction tests imposed on investment companies by company law;
and
· the Note Purchase Agreements governing the terms of the Private Placement
Loans also contain certain financial covenants as set out in note 8. These are
measured in accordance with the policies used in the Annual Report & Financial
Statements.
The Company has complied with all of the above requirements during the current
and prior year.
21. Post Balance Sheet Events
Subsequent to the year-end and up to 18 March 2026, the Company issued 8,070,000
ordinary shares for treasury, raising of £31.5m, representing 2.7% of the issued
share capital as at 31 December 2025.
On 10 February 2026, the Board approved a fourth interim dividend for the year
ended 31 December 2025, of 3.75p per ordinary share payable on 2 April 2026.
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you take you should consult your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act 2000
immediately.
If you have sold or otherwise transferred all of your ordinary shares in Temple
Bar Investment Trust Plc, please forward this document and the accompanying form
of proxy as soon as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was or is
being effected for delivery to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the 100th Annual General Meeting ("AGM") of Temple
Bar Investment Trust Plc will be held at Barber-Surgeons' Hall, Monkwell Square,
Wood Street, Barbican, London EC2Y 5BL on Tuesday, 5 May 2026 at 11.30 am for
the purpose of considering and, if thought fit, passing the resolutions below.
ORDINARY RESOLUTIONS
1. To approve the Company's Annual Report & Financial Statements for the year
ended 31 December 2025 (together with the reports of the Directors and Auditor
therein).
2. To approve the Report on Directors' Remuneration for the year ended 31
December 2025.
3. To approve the Company's Remuneration Policy.
4. To re-elect Mrs Carolyn Sims as a Director of the Company.
5. To re-elect Mr Charles Cade as a Director of the Company.
6. To re-elect Dr Shefaly Yogendra as a Director of the Company.
7. To elect Mr Nick Bannerman as a Director of the Company.
8. To elect Ms Wendy Colquhoun as a Director of the Company.
9. To re-appoint BDO LLP as the Auditor to the Company, to hold office from the
conclusion of this meeting until the conclusion of the next meeting at which
financial statements are laid before the Company.
10. To authorise the Audit and Risk Committee to determine the remuneration of
the Auditor.
11. To approve the Company's dividend policy, authorising the Directors of the
Company to declare and pay all dividends of the Company as interim dividends,
and for the last dividend referable to a financial year not to be categorised as
a final dividend that is subject to shareholder approval.
12. That, in substitution of all existing authorities, the Directors be and are
hereby generally and unconditionally authorised in accordance with Section 551
of the Companies Act 2006 (the "Companies Act") to allot ordinary shares in the
Company or grant rights to subscribe for or to convert any security into
ordinary shares in the Company (`Rights') up to an aggregate maximum nominal
amount of £1,488,597, being 10% of the issued share capital of the Company as at
18 March 2025 and representing 29,771,937 ordinary shares in the capital of the
Company (or if changed, the number representing 10% of the issued share capital
of the Company at the date at which this resolution is passed), such authority
to expire at the conclusion of the AGM of the Company to be held in 2027 (unless
previously renewed, varied, revoked or extended by the Company in general
meeting), save that the Company may, before such expiry, make offers or
agreements which would or might require ordinary shares to be allotted after
such expiry, and the Directors may allot ordinary shares in pursuance of such
offers or agreements as if the authority conferred by this resolution had not
expired.
13. That, subject to the passing of Resolution 12, the Directors be generally
and unconditionally authorised in accordance with section 551 of the Companies
Act 2006 (the "Companies Act") to allot shares in the Company or grant rights to
subscribe for or to convert any security into shares in the Company (`Rights')
up to a further aggregate maximum nominal amount of £ 1,488,597, being 10% of
the issued share capital of the Company as at 18 March 2026 and representing
29,771,937 ordinary shares in the capital of the Company (or if changed, the
number representing 10% of the issued share capital of the Company at the date
at which this resolution is passed), such authority to expire at the conclusion
of the AGM of the Company to be held in 202 7 (unless previously renewed,
varied, revoked or extended by the Company in general meeting), save that the
Company may, before such expiry, make offers or agreements which would or might
require ordinary shares to be allotted after such expiry, and the Directors may
allot ordinary shares in pursuance of such offers or agreements as if the
authority conferred by this resolution had not expired.
14. That Article 100 of the Articles of Association of the Company, concerning
the limit on the annual aggregate fees payable to the Directors, be amended by
substituting "£350,000" for "£250,000".
SPECIAL RESOLUTIONS
15. That, subject to the passing of resolution 12 set out above, the Directors
be and they are hereby generally empowered pursuant to Sections 570 and 573 of
the Companies Act to allot equity securities (as defined in Section 560 of the
Companies Act) for cash, including for the avoidance of doubt, the sale of
shares held by the Company as treasury shares, in accordance with the authority
conferred on the Directors by resolution 12, as if Section 561 of the Companies
Act did not apply to the allotment or sale, up to an aggregate nominal amount of
£1,488,597 (being 10% of the issued ordinary share capital of the Company at 18
March 2026), (or, if changed, the number representing 10% of the issued share
capital of the Company at the date at which this resolution is passed), such
power to expire at the conclusion of the AGM of the Company to be held in 2027
(unless previously renewed, varied, revoked or extended by the Company in
general meeting) save that the Company may, at any time prior to the expiry of
such power, make an offer or enter into an agreement which would or might
require ordinary shares to be allotted or sold from treasury after the expiry of
such power and the Directors may allot or sell ordinary shares from treasury in
pursuance of such an offer or agreement as if such power had not expired.
16. That, subject to the passing of resolution 13 set out above, the Directors
be and they are hereby generally empowered pursuant to Sections 570 and 573 of
the Companies Act 2006 (the "Companies Act") to allot equity securities (as
defined in Section 560 of the Companies Act) for cash, including for the
avoidance of doubt, the sale of shares held by the Company as treasury shares,
in accordance with the authority conferred on the Directors by resolution 13, as
if Section 561 of the Companies Act did not apply to the allotment or sale, up
to a further aggregate nominal amount of £1,488,597 (being 10% of the issued
ordinary share capital of the Company at 18 March 2026), (or, if changed, the
number representing 10% of the issued share capital of the Company at the date
at which this resolution is passed), such power to expire at the conclusion of
the AGM of the Company to be held in 2027 (unless previously renewed, varied,
revoked or extended by the Company in general meeting) save that the Company
may, at any time prior to the expiry of such power, make an offer or enter into
an agreement which would or might require ordinary shares to be allotted or sold
from treasury after the expiry of such power and the Directors may allot or sell
ordinary shares from treasury in pursuance of such an offer or agreement as if
such power had not expired. This resolution is in addition to the authority
granted pursuant to, but without prejudice to that granted to, the Directors in
Resolution 15 above.
17. That, the Company generally be and is hereby authorised for the purpose of
Section 701 of the Companies Act to make market purchases (as defined in Section
693 of the Companies Act) of its ordinary shares in issue, either for retention
as treasury shares for future reissue, resale, transfer or cancellation provided
that:
i) the maximum number of ordinary shares hereby authorised to be
purchased is 14.99% of the issued share capital of the Company as at the date of
the passing of this resolution;
ii) the minimum price (exclusive of expenses payable by the Company) which
may be paid for such ordinary shares is the nominal value per share;
iii) the maximum price (exclusive of expenses payable by the Company) which
may be paid for such ordinary shares shall be the higher of:
i) an amount equal to 105% of the middle market quotations for an
ordinary share as derived from the London Stock Exchange Daily Official List for
the five business days immediately preceding the date on which the ordinary
shares are purchased; and
ii) the higher of the price of the last independent trade and the highest
current independent bid on the trading venue where the purchase is carried out.
This authority shall expire at the conclusion of the AGM of the Company to be
held in 2027 (unless previously revoked, varied, renewed or extended by the
Company in general meeting) save that the Company may, before such expiry, enter
into a contract to purchase shares which will or may be executed wholly or
partly after the expiry of such authority.
18. That a general meeting, other than an annual general meeting, may be called
on not less than 14 clear days' notice.
By order of the Board Registered Office:
Frostrow Capital LLP 25 Southampton
19 March 2026 Buildings
London
WC2A 1AL
NOTES
1. Entitlement to attend and vote
Members who hold ordinary shares in the Company in uncertificated form must have
been entered on the Company's register of members by 6.30pm on Thursday, 30
April 2026 in order to be able to attend and vote at the meeting, or if the
meeting is adjourned, 6.30pm on the day two business days before the time fixed
for the adjourned meeting. Such members may only vote at the meeting in respect
of ordinary shares held at the time.
2. Proxies
A member entitled to attend and vote at the above meeting is entitled to appoint
a proxy to attend the meeting to speak and vote on a show of hands and, on a
poll, to vote instead of them. A proxy need not be a member of the Company. A
member wishing to appoint more than one proxy must appoint each proxy in respect
of a specified number of shares within their holding. For this purpose, a member
may photocopy the enclosed form of proxy before completion and must indicate the
number of shares in respect of which each proxy is appointed.
Instruments of proxy should be sent to Equiniti Limited, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.30 am on
Thursday, 30 April 2026. Completion and return of the form of proxy will not
preclude shareholders from attending and voting at the meeting should they wish
to do so.
It is possible for you to submit your proxy votes online by going to Equiniti's
Shareview website, www.shareview.co.uk, and logging in to your Shareview
Portfolio. Once you have logged in, simply click `View' on the `My Investments'
page and then click on the link to vote and follow the on-screen instructions.
If you have not yet registered for a Shareview Portfolio, go to
www.shareview.co.uk and enter the requested information. It is important that
you register for a Shareview Portfolio with enough time to complete the
registration and authentication processes.
CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) there of by using the procedures described in the CREST Manual.
CREST personal members or other CREST sponsored members and those CREST members
who have appointed a voting service provider(s) should refer to their CREST
sponsor or voting service provider(s) who will be able to take the appropriate
action on their behalf. In order for a proxy appointment made using the CREST
service to be valid, the appropriate CREST message (a "CREST proxy instruction")
must be properly authenticated in accordance with Euroclear's specifications and
must contain the information required for such instructions, as described in the
CREST Manual (available via www.euroclear.com). The CREST message must be
transmitted so as to be received by the issuer's agent (ID RA19) by not later
than 48 hours (excluding non-working days) before the time appointed for the
holding of the meeting or the adjourned meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied to
the CREST message by the CREST Applications Host) from which the issuer's agent
is able to retrieve the CREST message by enquiry to CREST in the manner
prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means. CREST members and,
where applicable, their CREST sponsors or voting service provider(s), should
note that Euroclear does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore apply
in relation to the input of CREST proxy instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member(s) is/are a CREST
personal member or sponsored member or has appointed a voting service
provider(s), to procure that the CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a CREST message is transmitted
by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service
provider(s) is/are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST proxy instruction in the circumstances set
out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
3. Proxymity
If you are an institutional investor you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.30 am
on Thursday, 30 April 2026 in order to be considered valid. Before you can
appoint a proxy via this process you will need to have agreed to Proxymity's
associated terms and conditions. It is important that you read these carefully
as you will be bound by them and they will govern the electronic appointment of
your proxy.
4. Corporate representatives
A member of the Company which is a corporation may authorise a person or persons
to act as its representative(s) at the AGM. In accordance with the provisions of
the Companies Act, each such representative may exercise (on behalf of the
corporation) the same powers as the corporation could exercise if it were an
individual member of the Company, provided that they do not do so in relation to
the same shares. It is no longer necessary to nominate a designated corporate
representative.
5. Nominated persons
In accordance with Section 325 of the Companies Act, the right to appoint
proxies does not apply to persons nominated to receive information rights under
Section 146 of the Companies Act. Persons nominated to receive information
rights under Section 146 of the Companies Act who have been sent a copy of this
Notice are hereby informed, in accordance with Section 149 (2) of the Companies
Act, that they may have a right under an agreement with the registered member by
whom they were nominated to be appointed, or to have someone else appointed, as
a proxy for this meeting. If they have no such right, or do not wish to exercise
it, they may have a right under such an agreement to give instructions to the
member as to the exercise of voting rights. Nominated persons should contact the
registered member by whom they were nominated in respect of these arrangements.
6. Joint holders
In the case of joint holders, the signature of only one of the joint holders is
required on the proxy form and, where more than one joint holder has signed the
proxy form or where more than one joint holder purports to appoint a proxy, only
the signature of, or the appointment submitted by the most senior holder will be
accepted to the exclusion of the other joint holders. Seniority is determined by
the order in which the names of the joint holders appear in the Company's
Register of Members in respect of the joint holding (the first named being the
most senior).
7. Members' requests under Section 527 of the Companies Act
Under Section 527 of the Companies Act, members meeting the threshold
requirements set out in that section have the right to require the Company to
publish on a website a statement setting out any matter relating to (i) the
audit of the Company's accounts (including the Auditor's report and the conduct
of the audit) that are to be laid before the AGM for the financial year ended 31
December 2025; or (ii) any circumstance connected with an Auditor of the Company
appointed for the financial year ended 31 December 2025 ceasing to hold office
since the previous meeting at which annual accounts and reports were laid. The
Company may not require the shareholders requesting any such website publication
to pay its expenses in complying with Sections 527 or 528 (requirements as to
website availability) of the Companies Act. Where the Company is required to
place a statement on a website under Section 527 of the Companies Act, it must
forward the statement to the Company's Auditor not later than the time when it
makes the statement available on the website. The business which may be dealt
with at the AGM for the relevant financial year includes any statement that the
Company has been required under Section 527 of the Companies Act to publish on a
website.
8. Members' rights to ask questions
Any member attending the meeting has the right to ask questions. The Company
must cause to be answered any such question relating to the business being dealt
with at the meeting but no such answer need be given if (a) to do so would
interfere unduly with the preparation for the meeting or involve the disclosure
of confidential information, (b) the answer has already been given on a website
in the form of an answer to a question, or (c) it is undesirable in the
interests of the Company or the good order of the meeting that the question be
answered.
9. Members' rights under Sections 338 and 338A of the Companies Act
Shareholders meeting the threshold under Sections 338 and 338A of the Companies
Act can instruct the Company: (i) to give shareholders (entitled to receive
notice of the AGM) notice of a resolution which may properly be proposed and is
intended to be proposed at the AGM; and/or (ii) to include in the business to be
dealt with at the AGM any matter (other than a proposed resolution) which may be
properly included in the business. A resolution may properly be proposed or a
matter may properly be included in the business unless: (a) (in the case of a
resolution only) it would, if passed, be ineffective; (b) it is defamatory of
any person; or (c) it is frivolous or vexatious. Such a request may be in hard
copy form or in electronic form, must identify the resolution of which notice is
to be given or the matter to be included in the business, must be authorised by
the person or persons making it, must be received by the Company not later than
24 March 2026, being the date six weeks before the meeting, and (in the case of
a matter to be included in the business only) must be accompanied by a statement
setting out the grounds for the request.
10. Total number of shares and voting rights
As at 18 March 2026, the latest practicable date prior to publication of this
Notice, the Company had 334,363,825 ordinary shares in issue, with a total of
297,719,378 voting rights. 36,644,447 shares were held in treasury.
11. Website
In accordance with Section 311A of the Companies Act, the contents of this
Notice, details of the total number of shares in respect of which members are
entitled to exercise voting rights at the AGM and, if applicable, any members'
statements, members' resolutions or members' matters of business received by the
Company after the date of this Notice will be available on the Company's website
at: www.templebarinvestments.co.uk.
12. Documents available for inspection
Copies of letters of appointment between the Company and the Non-Executive
Directors may be inspected during usual business hours on any weekday (public
holidays excepted) at the registered office of the Company from the date of this
Notice until the date of the AGM and at the place of the Meeting from 11.15 am
until the Meeting's conclusion. Any shareholders wishing to inspect the
documents are requested to contact the Company Secretary by email at
[email protected] in advance of any visit to ensure that appropriate
arrangements can be made and access can be arranged.
Glossary of Terms
Alternative performance measure ("APM")
An APM is a numerical measure of the Company's current, historical or future
financial performance, financial position or cash flows, other than a financial
measure defined or specified in the applicable financial framework. In selecting
these APM's, the Directors considered the key objectives and expectations of
typical investors in an investment trust such as the Company.
Discount or Premium of share price to NAV per share*
A description of the difference between the share price and the net asset value
per share. The size of the discount or premium is calculated by subtracting the
share price from the net asset value per share and is usually expressed as a
percentage (%) of the net asset value per share. If the share price is higher
than the net asset value per share the result is a premium. If the share price
is lower than the net asset value per share, the shares are trading at a
discount.
Fixed Interest
Fixed-interest securities, also known as bonds, are loans usually taken out by a
government or company which normally pay a fixed rate of interest over a given
time period, at the end of which the loan is repaid.
FTSE All-Share Index
A comparative index that tracks the market price of the UK's leading companies
listed on the London Stock Exchange. Covering around 600 companies, including
investment trusts, the name FTSE is taken from the Financial Times and the
London Stock Exchange, who are its joint owners.
FTSE 350 Index
A comparative index that tracks the market price of the UK's 350 largest
companies, by market value, listed on the London Stock Exchange.
Gilts
A bond that is issued by the British government which is generally considered
low risk.
Gross Gearing
Total assets divided by shareholders funds expressed as a percentage.
Liquidity
The ease with which an asset can be purchased or sold at a reasonable price for
cash.
Market Capitalisation
The total value of a company's equity, calculated by the number of shares
multiplied by their market price.
NAV (`Net Asset Value') per Share
The value of total assets less liabilities, with debenture and loan stocks at
book value. Book value is the amount borrowed less the current loan arrangement
fee debtor still to be expensed. The NAV per share is calculated by dividing
this amount by the number of ordinary shares outstanding.
NAV per Share with debt at fair value*
The value of total assets less liabilities, with the loans at fair value. The
NAV per share with debt at fair value is calculated by dividing this amount by
the number of ordinary shares outstanding.
Net asset value (NAV) per share total return with debt at fair value*
The theoretical total return on shareholders' funds per share, reflecting the
change in NAV with debt at fair value assuming that dividends paid to
shareholders were reinvested at NAV with debt at fair value at the time the
shares were quoted ex-dividend. A way of measuring performance which is not
affected by movements in discounts/premiums.
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Opening NAV with debt at fair value 291.1 252.2
Increase /(decrease) in NAV 97.2 49.0
Less dividends paid (14.25) (10.75)
Adjustment for movement in fair value of debt (0.70) 0.7
Closing NAV with debt at fair value 373.4 291.1
% increase in NAV with debt at fair value 33.2% 19.7%
Impact of reinvesting dividends 0.7% 0.2%
NAV total return with debt at fair value 33.9% 19.9%
Net Gearing
Total assets (less cash and cash equivalents) divided by shareholders' funds
expressed as a percentage.
Ongoing Charges*
Ongoing charges are calculated on an annualised basis. This figure excludes any
portfolio transaction costs and may vary from period to period. The calculation
below is in line with AIC guidelines.
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Investment management fee 3,358 2,819
Other expenses (excluding 2,163 1,918
transaction costs)
Less: one off legal and (54) -
professional fees
Total (a) 5,467 4,737
Average cum income net asset (b) 928,228 780,321
value throughout the period
Ongoing charges (c=a/b) (c) 0.59% 0.61%
* Alternative Performance Measure.
Portfolio Turnover
The portfolio turnover rate measures the Company's trading activity. It is
calculated by taking the lower of investment purchases and sales and dividing by
the average gross asset value (net assets with debt added back) of the Company.
It is expressed as a % and the lower the % the lower the turnover. For example a
turnover rate of 25% would suggest that the fund holds stocks for four years on
average, while a 50% turnover rate would suggest a two year holding period.
Transactions in gilts are excluded from the investment purchases and sales for
the purposes of calculating the turnover rate.
Share Price Total Return*
Return to the investor on mid-market prices assuming that all dividends paid
were reinvested at the share price at the time the shares were quoted ex
-dividend.
Year to Year to
31 December 31 December
2025 2024
(p) (p)
Opening share price 272.0 238.0
Increase in share price 120.8 44.8
Less: dividends paid (14.25) (10.75)
Closing share price 378.50 272.0
% increase in share price 44.4% 18.8%
Impact of reinvesting dividends 0.9% 0.3%
Share price total return 45.3% 19.1%
Value Investing
An investment strategy that aims to identify undervalued yet good quality
companies with strong cash flows and robust balance sheets, putting an emphasis
on financial strength.
Dividend Yield*
A measure of the income return earned on an investment. In the case of a share
the yield expresses the annual dividend payment as the percentage of the market
price of the share.
* Alternative Performance Measure.
Annual Report and Financial Statements
Copies of the Annual Report and Financial Statements will be posted to
shareholders on 30 March 2026 and will be available on the Company's website
(www.templebarinvestments.co.uk) or in hard copy format from the Company
Secretary.
The Company's Annual Report and Financial Statements for the year ended 31
December 2025have been submitted to the Financial Conduct Authority and will
shortly be available for inspection on the National Storage Mechanism (NSM)
via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual General Meeting will be held on Tuesday, 5 May 2026.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
-ENDS-
For further information please contact
Mark Pope
For and on behalf of Frostrow Capital LLP
Company Secretary
0203 008 4913
[1] Source: Frostrow
[2] Source: Redwheel
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