ANNUAL REPORT OF MOBIUS INVESTMENT TRUST PLC
FOR THE YEAR ENDED 30 NOVEMBER 2023
MOBIUS INVESTMENT TRUST PLC ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
1
2 Strategic Report
2 Financial Highlights
3 Why Invest in Emerging Markets and Mobius
Investment Trust Plc
6 Chairman’s Statement
9 Investment Objective and Policy
11 Company Performance
12 Investment Portfolio
14 Investment Managers’ Review
19 Business Review
35 Governance
35 Board of Directors
36 Report of the Directors
41 Corporate Governance
51 Statement of Directors’ Responsibilities
52 Audit Committee Report
56 Directors’ Remuneration Report
60 Independent Auditors’ Report
68 Financial Statements
68 Income Statement
69 Statement of Changes in Equity
70 Statement of Financial Position
71 Notes to the Financial Statements
81 Further Information and Notice of AGM
81 AIFMD Related Disclosure
82 Shareholder Information
84 Glossary of Terms and Alternative Performance
Measures (“APMs”)
86 How to Invest
87 Notice of the Annual General Meeting
91 Explanatory Notes to the Resolutions
94 Directors and other Information
CONTENTS
ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
2022 Winner of Citywire’s
Best Global Emerging Market Equities Trust
Shortlisted for Investment Week’s
Investment Company of the Year Awards 2022 in
the Global Emerging Markets category
Shortlisted for Investment Week’s
Investment Company of the Year Awards 2023 in
the Global Emerging Markets category
2 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
As at As at
30 November 30 November
2023 2022 % change
Net Asset Value per Ordinary share† 144.3p 134.2p +7.5%
Share price 132.5p 131.0p +1.1%
Discount to Net Asset Value per share^ 8.2% 2.4% –
† UK GAAP measure
^ Alternative performance measure, see Glossary beginning on page 84.
Year ended Year ended
30 November 30 November
2023 2022
Net Asset Value per Ordinary share total return*^ +8.5% (12.3)%
Share price total return*^ +2.1% (15.0)%
Ongoing charges* 1.5% 1.5%
Dividend per share – final 1.25p 1.20p
* Source: Morningstar.
^ Alternative performance measure, see Glossary beginning on page 84.
Total Return Performance for the Year to 30 November 2023^
^ Alternative performance measure, see Glossary beginning on page 84.
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
May-23
Apr-23
Jun-23
Source: Morningstar
Figures have been rebased to 100 as at 30 November 2022
90
95
100
105
110
115
120
Net Asset Value per share +8.5% Comparator Index (MSCI Emerging Markets Mid Cap Net total return in sterling) +2.1%
Share Price +2.1%
FINANCIAL HIGHLIGHTS
3ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
WHY INVEST IN EMERGING MARKETS
Rate Cuts in EM Are Expected to Support Consumption
0%
5%
10%
15%
2020 2021 2022 2023 2024 (Current) 2024 (Year End)
% Central Bank Policy Rate by year, incl. 2024 forecast
US S. Korea Taiwan China India Vietnam S. Africa Kenya Brazil
Q4 2024 Forecast
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Source: Mobius Capital Partners, Bloomberg.
Data as of 29 December 2023.
Source: Bloomberg, as of 29 December 2023.
Data as of 29 December 2023.
4 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
WHY INVEST IN EMERGING MARKETS continued
EM Trading At Record Discounts
5
10
15
20
25
30
35
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
P/E Ratio
EM Equities trading at a 33% discount to the S&P500
MSCI EM Index P/E S&P500 P/E
1
2
3
4
5
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
P/B Ratio
EM Equities trading at a 64% discount to the S&P500
MSCI EM Index P/E S&P500 P/E
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Source: IMF, Data as of October 11 (latest WEO Database Update)
Source: Research Affiliates (RA) Asset Allocation Study.
Study results as of Q3 2023.
5ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
!"
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†
+49.5%
WHY INVEST IN MOBIUS INVESTMENT
TRUST PLC
* as at 30 November 2023
†
Please see Glossary beginning on page 84.
*
Strong Upmarket Participation and Downside Protection
Up Market Capture Down Market Capture
MCP Strategy 143.5773.53
MSCI EM 100.00 100.00
Median 103.25 100.01
70
85
100
115
130
145
45 60 75 90105120135
Up Market Capture
Down Market Capture
Total Up Market and Down Market Capture Ratio vs Median
3 Years Ending December 2023
MCP Strategy
MSCI EM
Source: InterSec Research, as of 29 December 2023. MCP strategy performance analysis based on USD returns, compared to
the MSCI Emerging Markets Index and global universe of EM equity managers. Dark blue dot = MCP Strategy, red dot = Index.
6 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Introduction
Dear Shareholders,
Last year marked a significant milestone for the Mobius
Investment Trust plc (“MMIT”, the “Trust” or the “Company”)
as we celebrated the Company’s first five years of operations
on 30 September 2023 with a remarkable 47.1% NAV return
since launch, substantially outperforming our peer group
1
.
The Board views the five-year performance as evidence that
MMIT’s concentrated and differentiated strategy, which
emphasises quality and active engagement, can consistently
deliver outsized returns and effective downside protection.
While the coming years will likely see ongoing geopolitical
uncertainty and wide reaching structural economic shifts, the
Board is convinced that emerging market companies can
deliver strong earnings growth.
The year 2023 has continued to present challenges for
emerging markets. After an optimistic start as China lifted its
zero-covid policy, bringing hope of a return to familiar
patterns in the global supply chain, the US banking crisis,
global inflation fears coupled with concerns over the ongoing
conflict in Ukraine and uncertainties surrounding the
European economies dominated the agenda. A slow recovery
in China and unsettling events such as the terrorist attacks in
Israel and the ensuing conflict added layers of complexity
and caused investors to adopt a cautious stance. At the same
time, enthusiasm for generative artificial intelligence (AI)
maintained investors’ appetite for equities and as the year
was coming to a close expectation of interest rate cuts in
2024 led to a rally in global equities.
Emerging markets continued to be negatively impacted by
the strength of the US$ and elevated inflation; at the same
time, investment flows into the asset class continued to be
subdued. Finally, uncertainty about the elections in Taiwan
and many other Asian countries in 2024 caused low
confidence and risk appetite.
Amid these dynamics, the Mobius Capital Partners LLP
(“MCP”) team actively managed the portfolio, adding
carefully selected high conviction ideas following intense due
diligence and face-to-face meetings during trips to India and
Southeast Asia. The Board is supportive of the team’s
cautious and thoughtful approach, which ensures a very
careful bottom up stock selection process with a high
emphasis on management quality.
Carefully diversified across geographies and sectors, the
portfolio is made up of innovative, high-quality companies
that have shown resilience and are strategically positioned to
benefit from the cyclical upturn in the semiconductor sector,
the resurgence in consumption and emerging trends.
At the same time, the Investment Manager has been mindful
of macro and regulatory risk and has taken a cautious
approach to China. This has provided downside protection at
a time where China recorded heavy outflows. MMIT’s NAV
increased by 8.5% over the 12 months to 30 November 2023,
outperforming the MSCI EM Mid Cap Index Net Total Return
(GBP) by 6%. The high active share strategy, with its focus
on lesser known, quality companies, offers investors a unique
portfolio of carefully selected companies outside the
benchmark indices followed by the passive ETFs.
We recently announced Dr Mark Mobius’ intention to step
back from the partnership, leaving MCP in the experienced
hands of Carlos Hardenberg and his team, who managed
the Trust since inception. The Board would like to express
its gratitude for Dr Mobius’ advice and expertise over these
last five years. Dr Mark Mobius was instrumental in
establishing MMIT’s manager, Mobius Capital Partners LLP
(“MCP” or the “Investment Manager”) and has supported
the team with over 40 years of experience in investing in
emerging markets.
MMIT continues to operate seamlessly with exceptional,
passionate and dedicated analysts led by Carlos
Hardenberg who has been the lead manager of the
Company since its launch in 2018. The team works
collaboratively to generate new investment ideas and
engages actively with portfolio company managers and
shareholders.
Performance
The NAV and share price total return of MMIT increased by
8.5% and 2.1% respectively over the 12-month period to
30 November 2023, with the share price reaching a high of
146.0p on 3 February 2023 and closing at 132.5p on
30 November 2023. The Investment Manager’s Report will
provide further details on portfolio and performance. MMIT
traded at an average discount to NAV of 2.0% during the
period under review, closing at a discount of 8.2% at the
end of the reporting year. Throughout the year, the
Company has issued a total of 7,871,353 shares to meet
investors’ demand. At the close of business on 1 March
CHAIRMAN’S STATEMENT
1
Please see Glossary beginning on page 84.
7ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
2024, the latest practicable date for this Annual Report, the
discount of the share price to NAV per share was 6.9%,
with NAV and share price at 151.2p and 140.75p respectively.
Dividend
The Company made a revenue profit during the year and,
as a result, the Board recommends to shareholders the
payment of a dividend which allows MMIT to comply with
the investment trust rules regarding distributable income.
Subject to these rules, any dividends and distributions will
continue to be at the discretion of the Board from time
to time.
At the forthcoming Annual General Meeting the Board
proposes a final dividend of 1.25p per Ordinary share which
will be paid on 7 May 2024 to shareholders on the register
as of 12 April 2024. The associated ex-dividend date will be
11 April 2024.
The Board
The governance of the Company remains crucial for
effective oversight on the delivery of results. I would like to
thank my fellow Board members for their continued
support and contributions during the last twelve months.
We have conducted our Board assessment, and we believe
that the Company’s size fully supports the Board
composition without compromising on competencies,
diversity, and experience. In the forthcoming year we will
conduct a Board review with an external consultant which
we will share in our next Annual Report.
Management Team
As always, MMIT’s successful performance is due to the
competence of the team at MCP.
During the year and as announced on 10 November 2023,
Dr Mark Mobius notified both the Company and MCP of his
intention to step back from the partnership, leaving a
legacy of excellence and devotion to MCP and the
Company. His contributions have been pivotal to the
Company's success, and his approach of emerging market
investing since the 1980s remains embedded in MCP's
investment philosophy.
MMIT will continue to be managed by MCP, which is led by
Carlos Hardenberg, supported by an experienced team of
emerging markets specialists. Carlos has been investing in
emerging markets and working closely with Dr Mobius for
over 23 years. He successfully managed country, regional
and global emerging and frontier market portfolios including
the largest London listed emerging markets trust generating
significant outperformance over the entire period.
Going forward, selected employees will be invited to join the
partnership. This is in recognition of their strong
performance and to further align interests. The Board of
MMIT looks forward to continue to work together with the
enthusiastic, knowledgeable and diverse team led by Carlos
which we are confident will continue to deliver outstanding
results for our shareholders.
Annual General Meeting
The fifth AGM of the Company will take place at 12.00 noon
on Tuesday, 23 April 2024 at 25 Southampton Buildings,
London WC2A 1AL. The Notice convening the AGM
together with explanations of the proposed resolutions can
be found at the end of this document. My fellow Directors
and I are looking forward to meeting shareholders at
the AGM.
Outlook
Uncertainties remain ahead. The themes that have
dominated investors’ attention over the past year, such as
inflation, interest rates, geopolitics, supply chain
disruptions and the slowdown in China, will continue to
shape the landscape in the months ahead.
Although US inflation is moderating, the timing of interest
rate adjustments remains uncertain. The resilience of the
US economy suggests a potential soft landing, but it could
also prolong the period of elevated interest rates. Elections
in countries representing more than half of the world’s
population could have far-reaching implications.
The recent election in Taiwan is a good example of the
potential geopolitical impact of these polls. Marked by the
victory of pro-sovereignty candidate Lai Ching-te, the
people of Taiwan have resisted Chinese pressure for
change. The MCP team, which recently visited Taiwan*, is
monitoring the situation closely but believes that military
intervention by China is unlikely at this stage because of
the potential economic consequences. With elections in
India in April and May, a fragile political balance in the
Middle East and the upcoming US elections, the geopolitical
landscape could change significantly.
Despite these uncertainties, we expect well-managed
companies to emerge as winners in emerging markets. The
backdrop of demographic growth and rising domestic
demand should support the recovery in corporate and
consumer spending, especially as interest rates begin to
fall. In addition, the technology investment landscape
CHAIRMAN’S STATEMENT continued
* Please also see MMIT’s website,
https://www.mobiuscapitalpartners.com/news-insights
8 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
remains robust, driven by growing trends across industries
such as automation, digitalisation and artificial intelligence
(“AI”). I am confident that MMIT's portfolio is well
positioned to take advantage of these opportunities.
While larger companies catering to artificial intelligence
have already seen their share price rise, MMIT focuses on
researching, investing and working with lesser-known
companies that provide essential components for high-
performance AI chips. These companies are experiencing
exponential growth as we saw reflected in their third
quarter earnings reports.
At a time when macro themes dominate the investor
landscape, an unwavering focus on fundamentals,
governance and individual company positioning becomes
increasingly important. MMIT's investment strategy
remains focused on investing in companies with strong
balance sheets, minimal debt, positive cash flows and
unique offerings that are difficult to replicate. They have
shown resilience and adaptability and we have seen this
reflected in their strong performance and the
outperformance of our Company. On behalf of the Board
of MMIT, I would like to thank all our shareholders for their
strong support and for sharing our view that the Trust's
active emerging markets strategy is well placed to deliver
resilient and sustainable results.
Maria Luisa Cicognani
Chairman
5 March 2024
CHAIRMAN’S STATEMENT continued
9ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
INVESTMENT OBJECTIVE AND POLICY
Investment objective
The Company’s investment objective is to achieve long-
term capital growth and income returns predominantly
through investment in a diversified portfolio of companies
exposed directly or indirectly to emerging or frontier
markets.
Investment policy
Asset allocation
The Company seeks to meet its investment objective by
investing in a diversified portfolio of companies exposed
directly or indirectly to emerging or frontier markets. The
Company invests predominantly in:
l companies incorporated in and/or traded on stock
exchanges located in emerging or frontier markets; or
l companies which have the majority of their operations,
or earn a significant amount of their revenues in,
emerging or frontier markets but are traded on stock
exchanges located in developed countries.
The Company focuses on small to mid-cap companies. The
Company may invest in pre-IPO and unlisted companies
subject to the investment restrictions detailed below.
In pursuing its investment objective, the Company may:
l invest in equity or equity related securities (including
preference shares, convertible unsecured loan stock,
warrants and other similar securities);
l hedge against directional risk using index futures
and/or cash;
l hold bonds and warrants on transferable securities;
l utilise options and futures for hedging purposes and
for efficient portfolio management;
l enter into contracts for differences;
l hold participation notes;
l use forward currency contracts; and
l hold liquid assets.
Notwithstanding the above, the Company does not intend
to utilise derivatives or other financial instruments to take
short positions, nor to increase the Company’s leverage in
excess of the limit set out in the borrowing policy.
The Company does not track or mirror any index or
benchmark and, accordingly, the Company is frequently
overweight or underweight in certain investments, or
concentrated in a more limited number of sectors,
geographical areas or countries, when compared with a
particular index or benchmark.
The Company focuses on companies that have:
l a resilient business model and sound management;
l the possibility for operational and environmental,
social and governance (“ESG”) improvements;
l the potential to improve competitive advantages and
cash flow generation; and
l stakeholders that are open to, and have an interest in,
positive change.
The Company, through its Investment Manager, seeks to
unlock value in investee companies by actively partnering
with them through a governance-oriented approach,
seeking to act as a catalyst for broader ESG improvements.
The Company does not expect to take controlling interests
in investee companies.
The Company seeks to provide shareholders with exposure
to a portfolio which is appropriately diversified by
geography and sector to achieve an appropriate balance of
risk over the long term. The Company’s portfolio typically
comprises approximately 20 to 30 investments. The
Company at all times invests and manages its assets in a
manner which is consistent with the objective of spreading
and mitigating investment risk.
Investment restrictions
The Company observes the following investment
restrictions, each calculated at the time of investment:
l no more than 10 per cent of Gross Assets are invested
in a single company;
l no more than 35 per cent of Gross Assets are invested
in companies incorporated in or traded on an exchange
in or otherwise primarily exposed to a single emerging
or frontier market; and
l no more than 15 per cent of Gross Assets are invested
in companies that are not traded on a stock exchange.
In compliance with the Listing Rules, no more than 10 per
cent, in aggregate, of Gross Assets may be invested in
other investment companies which are listed on the Official
List.
Borrowing
The Company may deploy leverage of up to 20 per cent of
Net Asset Value (calculated at the time of borrowing) to
seek to enhance long-term capital growth and income
returns and for the purpose of capital flexibility. The
Company’s leverage is expected to primarily comprise bank
borrowings but may include the use of derivative
instruments and such other methods as the Board may
determine.
10 MOBIUS INVESTMENT TRUST PLC
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Hedging
The Company’s reporting currency and share price
quotation is Sterling. However, the Company makes
investments denominated in currencies other than
Sterling. In addition, the majority of the income from the
Company’s investments is generated in currencies other
than Sterling.
The Company does not intend to hedge currency risk in
respect of the capital value of its portfolio or in respect of
its Sterling distributions. However, the Company reviews its
hedging strategy on a regular basis. The Company does not
engage in currency trading for speculative purposes.
Cash management
Whilst it is the intention of the Company to be fully or near
fully invested in normal market conditions, the Company
may hold cash on deposit and may invest in cash
equivalent investments, which may include short-term
investments in money market type funds and tradeable
debt securities (“Cash and Cash Equivalents”).
There is no restriction on the amount of Cash and Cash
Equivalents that the Company may hold and there may be
times when it is appropriate for the Company to have a
significant cash or cash equivalent position instead of
being fully or near fully invested.
Investment policy commentary
Borrowing
There was no borrowing during the year under review or
after the year end, nor have any derivatives been used.
Hedging
The Investment Manager does not use currency hedging
products in the portfolio but manages currency risk
through “natural hedging” by maintaining a geographically
diversified portfolio. The Investment Manager closely
monitors all portfolio companies on a daily basis and is in a
regular dialogue with portfolio companies on a range of
issues, including currency hedging. Analysing currency risk
is an integral part of the Investment Manager’s
macroeconomic framework and is fully integrated
throughout the investment process.
Breaches
In the event of a breach of the investment policy set out
above and the investment and leverage restrictions set out
therein, the Investment Manager shall inform the Board
upon becoming aware of the same and if the Board
considers the breach to be material, notification will be
made to the London Stock Exchange via a Regulatory
Information Service.
During the year under review, no breaches of the
investment policy occurred.
Changes to the investment policy
No material change will be made to the investment policy
without the approval of shareholders by ordinary
resolution.
INVESTMENT OBJECTIVE AND POLICY continued
11ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
COMPANY PERFORMANCE
Historic performance for the years ended 30 November
2019
#
2020 2021 2022 2023
Net asset value per share total return*^ (6.7)% +16.3% +44.9% (12.3)% +8.5%
Share price total return*^ (17.0)% +24.7% +50.0% (15.0)% +2.1%
Shareholder funds (£’000) 95,990 111,237 166,502 144,294 166,529
Net asset value per share 91.4p 105.9p 153.4p 134.2p 144.3p
Share price 83.0p 103.0p 154.5p 131.0p 132.5p
(Discount)/premium of share price to net asset value per share*^ (9.2)% (2.7)% 0.7% (2.4)% (8.2)%
Ongoing charges^ 1.7% 1.5% 1.5% 1.5% 1.5%
#
From launch 1 October 2018 to 30 November 2019.
* Source: Morningstar
^ Alternative Performance Measure (see Glossary beginning on page 84).
Total Return Performance for the Five Years to 30 November 2023^
^ Alternative performance measure, see Glossary beginning on page 84.
Nov-22
May-23
Nov-23
Net Asset Value +48.0% Comparator Index (MSCI Emerging Markets Mid Cap Net total return in sterling) +22.1%
Share Price +43.3%
Nov-18
May-19
Nov-19
May-20
Nov-20
Nov-21
May-21
May-22
Figures have been rebased to 100 as at 30 November 2018
Source: Morningstar
60
80
100
120
140
160
180
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
12 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Fair value % of net
Company Country £’000 assets
LEENO Industrial South Korea 10,491 6.3
Classys South Korea 10,164 6.1
TOTVS Brazil 9,884 5.9
EPAM Systems USA 9,024 5.4
E Ink Holdings Taiwan 7,875 4.7
Elite Material Taiwan 7,347 4.4
Zilltek Techonologies Taiwan 7,340 4.4
CE Info Systems India 7,244 4.4
APL Apollo Tubes India 7,204 4.3
Parade Technologies Taiwan 6,388 3.8
Top 10 Investments 82,961 49.7
Persistent Systems India 6,278 3.8
Sinbon Electronics Taiwan 5,632 3.4
Park Systems South Korea 5,527 3.3
eMemory Technology Taiwan 5,418 3.3
Hitit Bilgisayar Turkiye 4,833 2.9
Vietnam Dairy Products Vietnam 4,724 2.8
Bluebik Group Thailand 4,553 2.8
Dreamfolks Service India 4,209 2.5
Clicks Group South Africa 4,199 2.5
360 ONE WAM India 4,139 2.5
Top 20 Investments 132,473 79.5
Mavi Giyim Sanayi Ve Ticaret Turkiye 3,982 2.4
Kangji Medical Holdings China 3,959 2.4
Metropolis Healthcare India 3,614 2.2
Logo Turkiye 3,340 2.0
Safaricom Kenya 3,339 2.0
EC Healthcare China 3,306 2.0
Vivara Participacoes SA Brazil 2,677 1.6
Total Investments 156,690 94.1
Other Net Assets 9,839 5.9
Total Net Assets 166,529 100.0
INVESTMENT PORTFOLIO
as at 30 November 2023
13ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Portfolio Distribution
Sector Breakdown
30 November 2023 30 November 2022
Geographical Breakdown
30 November 2023 30 November 2022
INVESTMENT PORTFOLIO continued
Technology
Health Care
Industrials
Consumer Staples
Consumer Discretionary
Financials
Communications
Cash
60.8%
12.6%
6.8%
5.4%
4.0%
2.5%
2.0%
5.9%
Technology
Health Care
Consumer Staples
Industrials
Communications
Consumer Discretionary
Cash
52.8%
15.1%
6.3%
5.7%
4.9%
3.1%
12.1%
Tai wan
India
South Korea
Brazil
Turkiye
United States
UK*
24.0%
19.7%
15.7%
7.5%
7.3%
5.4%
5.9%
China
Vietnam
Thailand
Kenya
South Africa
4.4%
2.8%
2.8%
2.5%
2.0%
*includes uninvested cash
Taiwan
India
South Korea
United States
China
Turkiye
UK*
22.9%
13.9%
10.6%
8.2%
8.1%
6.2%
12.1%
Brazil
Kenya
Vietnam
South Africa
Malaysia
5.5%
4.8%
4.2%
2.2%
1.3%
*includes uninvested cash
MMIT employs a flexible cash management policy. The aim is to be fully invested while ensuring patient purchases and sales. This can lead to
temporarily higher cash levels.
14 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
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Introduction
Reflecting on 2023, and the five-year trajectory since MMIT’s inception, the pervasive theme of persistent uncertainty
remains a hallmark of our journey. MCP, established in 2018, has carefully navigated challenges such as the global
pandemic, geopolitical turbulence and economic shocks. In 2023, global concerns converged around inflation, the
ongoing conflict in Ukraine, and uncertainties surrounding the US and European economies. A slow recovery in China,
coupled with the outbreak of the conflict in the Middle East, led to cautious investor positioning.
Amidst the challenges facing emerging markets in 2023, MMIT returned 8.5% over the reporting period, outperforming
the MSCI EM Mid Cap Index Net TR (GBP) by almost 6.0%. MMIT continued to lead the peer group since inception to the
period end, with a return of 49.5%. This performance reflects the strategy’s resilience and adept navigation of
uncertainties, and reinforces our commitment to delivering value to our investors.
Some of the issues that have occupied the minds of investors over the past year have been:
Inflation and interest rates:
With US inflation easing, the key question is when interest rates will be adjusted. The resilience of the US economy points
to a possible moderate slowdown, but also raises the possibility of a prolonged period of elevated interest rates, a
scenario reinforced by recent strong US retail sales data. Many emerging markets, on the other hand, are ahead in the
tightening cycle and should benefit from supportive domestic monetary policies that are boosting growth and
consumption.
Geopolitics:
As we traverse the uncertainties ahead, the geopolitical landscape, including conflicts in the Middle East and Ukraine,
remains fluid. A Trump victory in the US might alter the geopolitical landscape yet again and underscores global political
dynamics. The recent victory of the China-sceptic ruling party’s candidate in Taiwan renews concerns of potential military
reactions from China. While we closely monitor this situation, our recent trip to Taiwan, engaging with companies and
experts on the ground, provides insights that mitigate immediate concerns about a military strike. China has other
priorities given the slow recovery (see ‘China Economic Slowdown’ below).*
Geopolitical considerations are likely to continue to dominate the investor agenda in 2024. Recent Houthi attacks on
ships in the Red Sea are a stark reminder of the risks associated with these conflicts, particularly given that around 10%
of global trade passes through the Suez Canal. These attacks could have a significant impact on transport costs,
potentially leading to higher inflation and affecting central bank policy. Just as supply chains are normalising and
inventory levels are declining, new disruptions in 2024 could continue to occupy our attention.
China Economic Slowdown:
China’s slow recovery has emerged as a key theme in 2023 and beyond. This came as a bit of a surprise to many
investors. The year had started off with the hope of a strong recovery with Chinese stocks rallying as the country bid
farewell to its zero-covid policy. We do not believe there is a quick fix for China’s problems. Structural challenges such as
property sector woes, overcapacity, slowing FDI flows and low consumer sentiment, with 70% of household wealth tied up
in real estate, have left Chinese companies trading at attractive valuations. We invest cautiously in China due to
governance and regulatory risks, we prefer the indirect route via companies in Taiwan or South Korea, offering better
governance and transparency. However, screening the Chinese market for exciting companies meeting our quality
investment criteria remains ongoing.
Artificial Intelligence:
Artificial intelligence continues to be a strong driver of equity performance, a trend we believe is here to stay.
Semiconductor companies are already benefiting from increased demand for high-performance chips. The positive
outlook has boosted the share prices of some of the larger, better-known companies catering to this trend. However, our
highly innovative companies, which provide essential components for high-performance chips and are yet to be widely
discovered, continue to grow exponentially. We have featured two such companies in previous reports: Park Systems, a
leader in atomic force microscopy that provides essential semiconductor testing functions to the makers of ever-smaller
semiconductor chips, and Elite Materials, which provides essential materials to the major chip makers. These are the
types of companies we like; they are highly innovative, have high barriers to entry and strong fundamentals.
INVESTMENT MANAGERS’ REVIEW
*
Please also see MMIT’s website, www.mobiusinvestmenttrust.com/news-insights.
15ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
INVESTMENT MANAGERS’ REVIEW continued
Source: Statista, Semiconductor Industry Association, Bloomberg, South Korea Ministry of Trade Data as of 29 December 2023.
Throughout the year we worked diligently to refine our portfolio. This has involved the strategic addition of new, high-
conviction companies from our pipeline. In 2023, we added several holdings (see section Portfolio Overview below), which
have already contributed positively to the overall performance of the fund. These additions followed meticulous on-site
evaluations and face-to-face meetings with management teams during our extensive visits to India and Southeast Asia.
During January 2024, our analyst, Swathi Seshadri, was back in India, conducting follow-up meetings with existing
holdings. She also initiated dialogue with over 50 new companies, starting our rigorous 360-degree due diligence process
on selected prospects.
Performance
The NAV and share price of MMIT increased by 8.5% and 2.1% respectively over the 12-month period to 30 November
2023, with the share price reaching a high of 146.0p on 3 February 2023 and closing at 132.5p. MMIT traded at an average
discount to NAV of 2.0% during the period under review, closing at a discount of 8.2%. At the time of writing, MMIT
traded at a discount of 6.9%. Strong performance was driven by robust company fundamentals, as well as more broadly
by an upturn in the semiconductor industry and cooling global inflation.
The top three performers over the period were South Korean medical aesthetics provider Classys (+4.8%), Taiwanese
hardware company Elite Material (+3.6%) and Indian digital mapping provider CE Info Systems (+2.9%). Classys benefited
from continued R&D investment, an aggressive expansion of its instalment base and an increased global presence
following the approval of sales in countries such as Australia and Taiwan.
Hong Kong-based EC Healthcare (-3.5%), software company EPAM Systems (-2.6%) and Kenyan telecoms provider
Safaricom (-2.4%) were the main detractors over the period. EC Healthcare's share price more than doubled following the
reversal of China's zero-covid policy in November 2022. However, the share price has been on a downward trend since
mid-January, mirroring the poor performance of the Hong Kong stock exchange over the year as a result of negative
spillovers from China’s slowing economy.
MMIT continues to lead the peer group
1
since inception with a return of +49.5% (as of 30 November 2023). Driven by
investor interest the Trust has been trading at a premium for much of the year and has issued shares 19 times between
February and August 2023 to meet investor demand.
Semiconductors – The Tide May Be Turning
-8%
-6%
-4%
-2%
0%
2%
4%
6%
20
25
30
35
40
45
50
55
2013 2015 2017 2019 2021 2023
% MoM Change
Monthly Sales in USD bn
Semiconductor sales, by month
Monthly Sales (LHS) % MoM Change (RHS)
Uptick in mid-
2023
306
336 335
339
412
469
412
440
556
574
520
588
0
200
400
600
800
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024f
Global Semiconductor
Market Revenue in USDbn
Semiconductor market revenue
worldwide
-9%
+13%
-40
-20
0
20
40
60
80
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
YoY % Change
South Korea Semiconductor Exports,
YoY % Change
2023:
+22% YoY
1
The peer group is defined in the Glossary beginning on page 84.
16 MOBIUS INVESTMENT TRUST PLC
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Portfolio Overview
As of 30 November 2023, MMIT had invested 94.1% of capital, with 26 holdings across 11 countries. The largest
geographic exposure was Taiwan (24%), followed by India (19.7%) and South Korea (15.7%). The team continues to find
the most high-conviction ideas in Asia. The region accounts for over 60% in the portfolio. The largest sector exposure
was technology (60.8%), followed by health care (12.6%) and industrials (6.8%).
During the period, MCP added six new investments to its portfolio: Park Systems, Hitit, Bluebik, Dreamfolks, 360One WAM
and Vivara. Some of these companies were discussed in more detail in the interim report.
Hitit Bilgisayar Hizmetleri AS, a Turkish software company, provides IT solutions to the global airline industry. Park
Systems, a South Korean hardware company, is a leader in the development and manufacture of atomic force
microscopes, with its flagship product “NX Wafer” targeting microchip manufacturers. MapMyIndia, a digital map
provider, operates on a Software as a Service (SaaS) and Platform as a Service (PaaS) model and caters to a diverse
clientele including Apple, Hyundai and Amazon. Dreamfolks, India's leading airport services aggregator, has seamlessly
integrated global card networks and card issuers, contributing positively to the trust's performance.
In Q3, MCP made a strategic investment in 360 One WAM, India’s largest specialist asset manager. Serving over 6,800
high net worth individuals and families, the company is poised to benefit from the ongoing wealth creation in the country,
with a robust 17% CAGR in HNWI assets. Anchored by deep moats, including a recurring fee model, scale, client loyalty
and strong brand recognition, the company boasts an experienced founding team that has attracted top talent from
leading financial institutions. The company is backed by reputable shareholders including Capital Group and Bain Capital.
Company Spotlight: Vivara
In Q4, MCP expanded its portfolio by investing in Brazil’s leading jewellery brand, ‘Vivara’. This move followed thorough
due diligence, including interviews with the founding family, senior management, and global jewellery retail experts.
Vivara, a 60-year-old brand, dominates with an 18% market share in a fragmented market, operating nearly 400 stores
across Brazil. Its vertical integration, controlling sourcing, design, and production, acts as a significant competitive
advantage. The launch of the new ‘Life’ brand is anticipated to enhance profitability and broaden the customer base. With
favourable economic conditions, expected interest rate cuts, and strong sustainability initiatives, Vivara aligns well with
MCP’s portfolio strategy.
Over the period, MCP exited two holdings: Win Semiconductors and Pentamaster. The former was exited over capital
allocation concerns, and the latter over deteriorating liquidity conditions.
Engagement
Throughout 2023, MCP saw significant progress on ESG+C
®
factors across its portfolio companies, driven by extensive
engagement with each holding. In particular, several
portfolio companies received esteemed recognition for their
ESG achievements. Sang-il Park, CEO of Park Systems,
received the prestigious Esteemed Hanyang Paiknam Award.
360One, an Indian wealth management company, won
awards such as ‘Progressive Place to Work 2023’ and ‘Best
HR Technology Company of the Year’, and its independent
director, Geetha Mathur, won the ‘Woman Independent
Director of the Year Award for a Listed Company’. At the
2023 Gender Mainstreaming Awards, South African
pharmaceutical retailer Clicks Group stood out, with CEO
Bertina Engelbrecht winning three prestigious awards.
INVESTMENT MANAGERS’ REVIEW continued
Sang-il Park, CEO of Park
Systems, Honored with the
Hanyang Paiknam Prize
Geetha Mathur wins
Independent Director of
the Year Award
17ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
In addition, Vietnamese dairy company Vinamilk was recognised as a global sustainability leader, ranking in the top 5 in the
global dairy industry according to Brand Finance. Notably, it is the only Southeast Asian company in this elite group,
demonstrating its leadership in the region. In addition, Persistent Systems, an Indian software provider, was included in the
MSCI India and S&P BSE 100 indices. Meanwhile, Dreamfolks, an Indian airport aggregator, marked a milestone by publishing
its first annual report outlining its contributions to the UN SDGs. These achievements underscore the commitment of MCP's
portfolio companies to excellence in ESG practices and sustainable business operations.
While celebrating these achievements, MCP remains committed to driving further enhancements in ESG standards. Recent
initiatives include advising MapMyIndia and Dreamfolks in India to appoint in-house investor relations professionals, aiming
to unlock their true value. MCP believes such appointments will optimize company engagement with investors and analysts,
articulate business strategies more effectively, and enhance brand visibility. Analyst Swathi Seshadri's engagement in India
has provided valuable insights, and upcoming trips to South East Asia and Brazil are planned for continued relationship-
building and gathering of insights.
Outlook
The final quarter of 2024 saw a global equity rally, driven by expectations of Fed rate cuts. Developed markets
outperformed emerging markets, mainly due to the robust performance of US equities and the continued success of the
“magnificent seven”.
This has widened the already significant valuation gap with emerging market companies in a number of sectors. Many
institutional investors are currently under-allocated to emerging markets, however recent discussions with investors
suggest that sentiment is changing and flows are beginning to return to emerging markets.
Source: Bloomberg, MCP, valuation on a P/E basis.
Data as of 29 December 2023.
P/E ratios taken from MSCI Net TR USD Indices for both EM and the US.
Significant Valuation Gap Across Different Sectors
5
15
25
35
45
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Technology: EM trading
at a 37% discount to US
MSCI EM Tech MSCI USA Tech
10
20
30
40
50
60
70
80
90
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Consumer Discretionary: EM
trading at a 22% discount to US
MSCI EM CD MSCI USA CD
5
10
15
20
25
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Financials: EM trading
at a 47% discount to US
MSCI EM Financials MSCI USA Financials
INVESTMENT MANAGERS’ REVIEW continued
18 MOBIUS INVESTMENT TRUST PLC
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During the fourth quarter, our team conducted in-depth discussions with each portfolio holding to assess its current
outlook. These discussions, combined with recent earnings reports, have reinforced our positive outlook for 2024. Our
bullish stance on emerging markets is further driven by the potential inflection point, characterised by attractive
valuations, robust growth trajectories and the presence of highly innovative companies capitalising on prevailing trends
and favourable macroeconomic tailwinds, including a weakening dollar and supportive central bank policies.
Source: IMF WEO October Update, Statista.
†
BEst LTG EPS = EPS CAGR over next full business cycle (3-5 years) according to Bloomberg consensus Data as of 29 December 2023. Asterisk indicates forecast.
Uncertainties remain, with geopolitical tensions high in a year in which more than half of the world’s population will go to
the polls. However, we believe our active approach to optimising the portfolio, adding high-conviction, asset light ideas
and maintaining diversification across geographies and sectors positions us well. As we navigate the ever-changing
landscape, our commitment to creating value and seizing opportunities remains unwavering.
In November 2023, we announced Mark Mobius’ intention to step back from the partnership. We would like to express our
gratitude for his mentorship, leadership, and the remarkable energy and passion he brought not only to the business but
also to our lives. The firm and its vehicles continue seamlessly under Carlos Hardenberg’s leadership, supported by our
exceptional team of passionate and dedicated analysts, who are committed to continuing to deliver superior long-term
returns over the next decade.
Carlos Hardenberg
Mobius Capital Partners LLP
Investment Managers
5 March 2024
EM Driving Global GDP and Earnings Growth
2.1
1.5
2.3
3.0
4.0
5.0
5.2
6.3
1.5
1.4
2.3
2.9
3.9
4.2
4.8
6.3
0.0 2.0 4.0 6.0 8.0
US
DM
LatAm
World
Global EM
China
EM Asia
India
YoY GDP Growth (%)
YoY GDP growth
2024*
2023*
20.4%
5.0%
4.6%
4.5%
3.7%
0%
2%
5%
7%
10%
12%
14%
17%
19%
22%
MSCI EM MSCI World S&P500 DAXFTSE100
BEst LTG EPS Growth
INVESTMENT MANAGERS’ REVIEW continued
†
19ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Business Review
The Strategic Report, set out on pages 2 to 34, contains a
review of the Company’s business model and strategy, an
analysis of its performance during the financial year ended
30 November 2023, future developments and details of the
principal risks and challenges it faces. The Strategic Report
has been prepared solely to provide information to
shareholders to enable them to assess how the Directors
have performed their duty to promote the success of the
Company.
The Strategic Report contains certain forward-looking
statements. These statements are made by the Directors in
good faith based on the information available to them up
to the date of this report and such statements should be
treated with caution due to the inherent uncertainties,
including both economic and business risk factors,
underlying any such forward-looking information.
Further information on how the Directors have discharged
their duty under Section 172 of the Companies Act 2006
can be found on pages 29 to 32.
Business Model
The Company is an externally managed investment trust
and its ordinary shares are premium listed on the Official
List and traded on the main market of the London Stock
Exchange.
As an externally managed investment trust all of the
Company’s day to day management and administrative
functions are outsourced to third party service providers.
As a result, the Company has no executive Directors,
employees or internal operations.
The Board has appointed Mobius Capital Partners LLP
to manage its investment portfolio. Company secretarial
and administrative services are provided by Frostrow
Capital LLP (“Frostrow”) who engage Northern Trust
Global Services plc to provide certain administrative
functions. In addition, Frostrow provides the AIFM Directive
risk management function on behalf of the AIFM (see
page 27 for further details). The Northern Trust Company
and Northern Trust Investor Services Limited are the
Company’s Custodian and Depositary, respectively.
Further information, including the remuneration and
contractual terms of appointment, of these principal
service providers to the Company is set out on page 27.
Strategy for the Year ended
30 November 2023 and
Strategic Review
Throughout the year ended 30 November 2023, the
Company continued to operate as an approved investment
trust, following its investment objective and policy.
During the year, the Board made all strategic decisions for
the Company. Mobius Capital Partners LLP and Frostrow
Capital LLP undertook all strategic and administrative
activities on behalf of the Board, which retained overall
responsibility.
The Board is aware of the continued emphasis on
environmental, social and governance (“ESG”) matters in
recent years. The Investment Manager engages regularly
with all portfolio companies to understand and improve
their approach to ESG, based on strong evidence that ESG
leaders tend to outperform their peers. In addition, the
Investment Managers believe that companies with strong
corporate cultures provide an additional driver of
outperformance in the long term. Details of the Investment
Manager’s “ESG+C®” approach can be found in the
Investment Managers’ Review on pages 14 to 18.
Investment Objective and Policy
The Company’s investment objective and policy are set out
on pages 9 and 10.
Dividend Policy
It is the Company’s policy to pursue capital growth for
shareholders as well as income. The Company’s Investment
Manager is drawn to companies with excellent returns on
capital with the ability to expand as well as generate
dividends.
The Company will comply with the investment trust rules
regarding distributable income, which require investment
trusts to retain no more than 15% of their income each
year. The Company will only pay the minimum dividend
required to maintain investment trust status.
Results and Dividend
The results attributable to shareholders for the year are
shown on page 68. In the year ended 30 November 2023,
the Company made a revenue profit. Under investment
trust rules regarding distributable income, a final dividend
must be paid to allow the Company to comply with
those rules.
BUSINESS REVIEW
20 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Subject to shareholders’ approval at the forthcoming
Annual General Meeting, a final dividend of 1.25p per share
will be paid on 7 May 2024 to shareholders on the register
as of 12 April 2024. The associated ex-dividend date will be
11 April 2024.
The Board
The Board of the Company comprises Maria Luisa Cicognani
(Chairman), Christopher Casey and Gyula Schuch, all of
whom are independent non-executive directors.
All Directors served during the whole year under review
and up to the date of signing this report, and they will
stand for re-election at the forthcoming Annual General
Meeting.
Further information on the Directors can be found on
page 35.
Information in respect of the Board’s diversity policy and
Board diversity can be found on pages 42 and 43.
Board Focus and Responsibilities
With the day to day management of the Company
outsourced to service providers the Board’s primary focus
at each Board meeting is reviewing the investment
performance and associated matters, such as, inter alia,
future outlook and strategy, gearing, asset allocation,
investor relations, marketing, and industry issues.
In line with its primary focus, the Board retains
responsibility for all the key elements of the Company’s
strategy and business model, including:
l Investment Objective and Policy, incorporating the
investment guidelines and limits, and changes to these;
l whether the Manager should be authorised to gear the
portfolio up to a pre-determined limit;
l review of performance against the Company’s KPIs;
l review of the performance and continuing
appointment of service providers; and
l maintenance of an effective system of oversight, risk
management and corporate governance.
Details of the principal KPIs, along with details of the
principal risks, and how they are managed, follow within
this Business Review.
The Corporate Governance report, on pages 35 to 59,
includes a statement of compliance with corporate
governance codes, together with the outline of the internal
control and risk management framework within which the
Board operates.
Information on the Company’s social, community, employee
or environmental responsibilities can be found in the
Business Review on pages 33 and 34.
Key Performance Indicators (“KPIs”)
The Board uses certain financial and non-financial KPIs to
monitor and assess the performance of the Company in
achieving its strategic aims.
The Board reviews the performance of the portfolio in
detail and hears the views of the Investment Manager at
each meeting.
Information on the Company’s performance is provided in
the Chairman’s Statement (beginning on page 6) and the
Investment Manager’s Review (beginning on page 14).
This performance is assessed against the following KPIs:
l Net asset value per share total return*^
l Average discount/premium of share price to net asset
value per share over the year^
l Ongoing charges ratio^
l Return/(loss) per share†
* Source: Morningstar
^ Alternative Performance Measure (see Glossary beginning on page 84)
† UK GAAP Measure
Alternative Performance Measures (“APM”)
The Board believes that each of the APMs, which are
typically used within the investment company sector,
provides additional useful information to Shareholders in
order to assess the Company’s performance between
reporting periods and against its peer group. The APMs
used for the year under review are unchanged from last
year. Further information on each of the APMs can be
found in the Glossary beginning on page 84.
Net asset value per share total return^
The Company is committed to building a long-term investment
record and will assess itself by reference to its peers.
The Company’s peer group has been defined as a selection
of investment companies from the AIC’s Global Emerging
Markets Sector, that have a similar investment objective to
the Company and they are set out in the Glossary beginning
on page 84.
Over the year ended 30 November 2023, the Company
ranked first in its peer group with a net asset value per
share total return performance of 8.5% against a peer
group average of 2.8%. Subsequent to the year-end, from
1 December 2023 to 31 January 2024, the Company ranked
sixth against its peer group with a net asset value total
return of 0.1%; the average for the peer group was 2.5%.
The Board continues to monitor this closely.
Discount/premium of share price to net asset value per
share^
The Board believes that an important driver of an investment
trust’s discount or premium over the long term is investment
performance together with a proactive marketing strategy.
BUSINESS REVIEW continued
^ Alternative Performance Measure (see Glossary beginning on page 84)
21ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
However, there can be volatility in the discount or premium
during the year. Therefore, the Board takes powers each year
to buy back and issue shares with a view to limiting the
volatility of the share price discount or premium.
During the year ended 30 November 2023, between February
and August 2023, 7,871,353 new ordinary shares were issued
by the Company. New shares will only be issued at a premium
to the Company’s cum income net asset value (“NAV”) per
share at the time of issuance. During the year, the Company’s
shares traded at an average discount of 8.2%, but between
February and August the shares traded at a premium to NAV
per share, so that share issuances were possible. Since the
year-end, no further ordinary shares were issued.
The Directors will consider repurchasing ordinary shares
when the average one-month discount at which the
Ordinary Shares have traded exceeds 5% of the net asset
value per ordinary share. To date, however, feedback from
shareholders has continued to indicate a preference for
narrowing the discount through generating natural
demand. The Board also takes into consideration the
interest of shareholders to have liquidity in the shares
when evaluating strategies on discount management. As at
1 March 2024, the Company’s shares traded at a discount of
6.9% to the net asset value per Ordinary Share and no
shares have been bought back.
Average discount of share price to net asset value per
Ordinary Share^ during the year
30 November 2023 30 November 2022
2.0% 2.3%
Peer group average Peer group average
discount 12.5% discount 12.6%
^ Alternative Performance Measure (see Glossary beginning on page 84)
Ongoing charges ratio^
The Board continues to be conscious of expenses and
works hard to maintain a sensible balance between high
quality service and costs.
Over the year ended 30 November 2023 the ongoing
charges ratio was 1.5%. This ongoing charges ratio
compares with the average of the Company’s peer group
of 1.1%. One of the main reasons for MMIT's higher than
average ongoing charges ratio is the fact that most
companies in the peer group are larger than MMIT, so that
expenses will be paid out of larger total assets, making
them seem smaller in comparison.
Ongoing charges ratio^
Year ended Year ended
30 November 2023 30 November 2022
1.5% 1.5%
Peer group average 1.1% Peer group average 1.1%
Return/(loss per share†
The total return per share for the year was 11.79p (2022: loss
of 18.96p).
Prospects
The Board continues to support the Investment Managers’
strategy of investing in a high conviction portfolio across
emerging and frontier markets with an active ownership
approach. The Board believes that this strategy will
continue to deliver strong investment returns over the long
term. This is supported by the Company’s performance
which, since launch to 30 November 2023, has provided a
NAV total return of 49.5% and a share price total return of
34.7%, compared with average peer group returns of 19.1%
and 16.1% respectively.
Principal Risks, Emerging Risks and
Risk Management
The Board considers that the risks detailed within this
report are the principal risks to the delivery of its strategy
that are currently facing the Company.
The Board is responsible for the ongoing identification,
evaluation and management of the principal risks faced by
the Company. The Audit Committee on behalf of the Board,
has established a process for the regular review of these
risks and their mitigation. This process accords with the UK
Corporate Governance Code and the FRC’s Guidance on
Risk Management, Internal Control and Related Financial
and Business Reporting.
During the year ended 30 November 2023, the Audit
Committee, on behalf of the Board, has again carried out a
robust assessment of the emerging and principal risks
facing the Company, including those that would threaten
its business model, future performance, solvency and
liquidity. The Committee also considered the controls
available to mitigate the inherent risks and whether
additional controls or actions were required to bring the
residual risk down to an acceptable level. The Committee
was satisfied with the controls that are in place for the
Company. The Committee was again reassured that all
service providers of the Company had adequate measures
to ensure that no operational issues would arise out of
post-Covid-19 hybrid working practices and that cyber and
IT risks were properly addressed.
Further details as well as a summary of the Company’s
approach to risk and how principal risks and uncertainties
were dealt with during the year under review, are set out
overleaf on pages 22 to 26.
BUSINESS REVIEW continued
^ Alternative Performance Measure (see Glossary beginning on page 84) † UK GAAP measure
22 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
BUSINESS REVIEW continued
Principal Risks and
Uncertainties Key Mitigations
Investment Risks (including
financial risks)
Market, Foreign Exchange, Monetary and Fiscal Risk
in Emerging and Frontier Markets
By the nature of its activities, the Company’s
portfolio is exposed to fluctuations in market
prices (from both individual security prices
and foreign exchange rates) and due to the
exposure to emerging markets world-wide, in
which the portfolio companies operate, it is
expected to have higher volatility than the
wider market. As such investors should be
aware that by investing in the Company they
are exposing themselves to this risk.
Furthermore, by nature of its emerging
markets portfolio, the Company is exposed to
fiscal and legal risk in the various countries
where investments are held.
Events like the war in Ukraine and, more
recently, the war in Gaza also had an impact
on markets, although this was not just
restricted to emerging markets but was a
global phenomenon.
The Board has appointed Mobius Capital Partners LLP to manage the
portfolio within the remit of the investment objective and policy. The
investment policy limits ensure that the portfolio is diversified, reducing
the risks associated with individual stocks and markets. Furthermore,
foreign exchange risk is being considered when making investment
decisions. Frostrow Capital LLP monitors compliance with the investment
policy on a daily basis.
The Board on an ongoing basis, through monthly and quarterly reporting
from Frostrow Capital LLP and Mobius Capital Partners LLP, monitors
exposure to investments, performance, and compliance with the
investment objective and policy.
At each Board meeting Mobius Capital Partners LLP provides an
explanation of investment decisions, the characteristics of the
investment portfolio and the investment strategy.
The Company also employs specialist tax advisers in some jurisdictions
to ensure that all tax laws, tax rules and tax regulations are adhered to.
Portfolio Risk
The risk in the Company’s portfolio is
influenced by diversification of country,
currency and sector as well as the ability of
the Portfolio Manager to identify companies
with strong fundamentals and to work
with strong management teams that are
able to implement their value-creation
strategies successfully.
The Investment Managers, Mobius Capital Partners LLP, have put in place
a rigorous investment process which ensures disciplined investment
selection and portfolio management. This includes detailed due diligence
and portfolio reviews as well as active engagement with investee
companies, in particular on environmental, social, governance and
cultural (“ESG+C
®
”) matters.
The AIFM, Mobius Capital Partners LLP, has delegated its risk
management function to Frostrow Capital LLP.
Counterparty Risk
In addition to market and foreign currency
risks, the Company is exposed to credit risk
arising from the use of counterparties. If a
counterparty were to fail, the Company could
be adversely affected through either delay in
settlement or loss of assets. The most
significant counterparty the Company is
exposed to is The Northern Trust Company,
the Company’s Custodian, which is
responsible for the safekeeping of the
Company’s assets. Under the terms of the
contract with the Custodian the Company’s
investments are required to be segregated
from The Northern Trust Company’s own
assets.
Counterparty risk is managed by the Board through:
l reviews of the arrangements with, and services provided by, the
Custodian to ensure that the security of the Company’s custodial
assets is being maintained;
l ensuring cash is only held at banks that have been identified as
reputable and of high credit quality. The Northern Trust Company has
a credit rating of Aa2 (Moody’s), AA- (Standard and Poor’s) and AA
(Fitch Ratings); and
l monitoring of the Custodian, including reviews of internal control
reports and sub-custodial arrangements, as appropriate.
Further information on other financial risks, can be found in note 14 to the
Financial Statements beginning on page 77.
23ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Principal Risks and
Uncertainties Key Mitigations
BUSINESS REVIEW continued
Strategic Risks
Strategy Imple
mentation Risk
The Company is subject to the risk that its
long-term strategy and its level of
performance fail to meet the expectations of
its shareholders.
l Experienced emerging and frontier markets investment managers
have been retained to deliver the strategy.
l Carlos Hardenberg has invested in emerging markets for over
20 years with an impressive track record. The Board is very
comfortable that, given that track record, Carlos has the proven
ability to deliver returns for the Company’s strategy.
l There is healthy dialogue between the Board and the Investment
Managers as well as challenge from the Board when felt necessary.
Investment Management Key Person Risk
There is a risk that the individual(s) responsible
for managing the Company’s portfolio may not
be able to continue in their roles.
The Board manages this risk by:
l appointing an Investment Manager who operates a team environment
such that the loss of any individual should not impact service levels;
l receiving regular reports from the Investment Manager, such reports
include any significant changes in the make-up of the team supporting
the Company;
l meeting the wider team, outside the designated lead manager, at both
physical and virtual Board meetings and at the Investment Manager’s
offices;
l outside regular Board meetings the Chairman is in regular contact
with senior representatives of the Investment Manager; and
l delegating to the Management Engagement and Remuneration
Committee responsibility to perform an annual review of the service
received from the Investment Manager, including, inter alia, the team
supporting the lead manager and succession planning.
During the year under review, Dr Mark Mobius made the decision to cease
his involvement with Mobius Capital Partners LLP and the Company in
order to concentrate on other projects. This decision was announced on
10 November 2023. Carlos Hardenberg is in the process of appointing new
partners to MCP. He is also working with very skilled and dedicated
analysts who have been working as team for three years now and are able
to take over increasing responsibilities whenever needed. The Board is
therefore satisfied that the Company’s Investment Managers are able to
positively address any challenges.
Shareholder Relations Risk
The Company is also exposed to the risks
that:
l the investment strategy and performance
no longer coincide with shareholders’
objectives;
l MMIT may become too big or too small to
be attractive to potential or existing
investors; and
l failure to keep current or potential
investors informed of MMIT’s performance
and developments may contribute to a
decline in the Company’s shares.
In managing this risk the Board:
l reviews the Company’s investment objective and policy and Mobius
Capital Partners LLP’s investment approach in relation to the
investment performance, market and economic conditions and the
operation of the Company’s peers;
l regularly discusses the Company’s future development and strategy;
l engages regularly with larger shareholders through MCP, Frostrow
and the brokers and is available to all shareholders at the AGM and
at the annual Investor Day;
l undertakes a regular review of the level of the Company’s share
price discount/premium to net asset value per share and
consideration is given to ways in which share price performance
may be enhanced, including the effectiveness of marketing, share
issuance and share buy-backs, where appropriate;
l reviews an analysis of the shareholder register at each Board
meeting and is kept informed of shareholder sentiment; and
l undertakes a redemption exercise every three years to give
shareholders the option to redeem their shares at net asset value if
they are not happy with their shareholding in the Company. The
next redemption exercise will be undertaken in 2025.
24 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
Principal Risks and
Uncertainties Key Mitigations
BUSINESS REVIEW continued
Operational Risks
Service Providers Risk
The Board is reliant on the systems of the
Company’s service providers and as such
disruption to, or a failure of, those systems
could lead to a failure to comply with
corporate governance requirements, law and
regulations, leading to reputational damage
and/or financial loss to the Company. This
encompasses disruption or failure caused by
cyber crime or hybrid working practices and
covers dealing, trade processing,
administrative services, financial and other
operational functions.
To manage these risks the Board:
l ensures that all major service agreements are in line with best
practice and reviews performance against these terms annually,
taking action as needed;
l receives a monthly report from Frostrow Capital LLP, which
includes, inter alia, details of compliance with applicable laws and
regulations;
l reviews internal control reports and key policies, including the
disaster recovery procedures, of its service providers;
l maintains a risk matrix with details of risks to which the Company is
exposed, the approach to those risks, key controls relied on and the
frequency of the controls operation;
l receives updates on pending changes to the regulatory and legal
environment and progress towards the Company’s compliance with
such changes;
l has considered the increased risk of cyber-attacks and has received
reports and assurance from its service providers regarding the
controls in place; and
l has considered the major service providers’ business continuity
procedures and resilience and is satisfied that all service providers
are able to provide good service levels regardless of whether staff
are working remotely or in the office.
Macro Risks
Geopolitical Risk
The geopolitical risk to the Company is closely
monitored by the Board.
Significant political and economic change in the
countries where MMIT invests, and those
countries’ degree of interconnection with the
rest of the world, and also other global events,
such as a deteriorating economic environment
in many countries, might lead to volatile
markets impacting the Company’s performance
and reduced investor appetite for the
Company’s shares.
To manage this risk, the Board:
l undertakes a regular review of the markets the Company is invested
in and receives regular reports from the investment managers;
l insists on macroanalysis as a vital part of the investment process;
l consults regularly with the investment team on political and
economic risk factors; and
l favours a cautious and analysis-based approach by the investment
team when it comes to investing in countries with volatile economic
and political conditions.
UK Regulatory Risk
The regulatory environment in which the
Company operates changes materially,
affecting the Company’s modus operandi.
The Board monitors regulatory change with the assistance of the
Company’s AIFM, Frostrow and external professional advisers to ensure
that the Board is aware of any likely changes in the regulatory
environment and will be able to adapt as required.
25ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
BUSINESS REVIEW continued
Principal Risks and
Uncertainties Key Mitigations
UK Legal Risk
The Company and/or the Directors fail to
comply with legal requirements in relation to
FCA dealing rules and procedures, the AIFMD,
the Listing Rules, the Companies Act 2006,
relevant accounting standards, the Bribery
Act 2010, the Criminal Finances Act 2017, the
Association of Investment Companies (“AIC”)
Statement of Recommended Practice
(“SORP”), GDPR, tax regulations or any other
applicable regulations.
The Board monitors regulatory change with the assistance of its
Investment Managers and external professional advisers to ensure
compliance with applicable laws and regulations including the
Companies Act 2006, the AIFM Rules, the Corporation Tax Act 2010
(“Section 1158”), the Market Abuse Regulation (“MAR”), the Disclosure
Guidance and Transparency Rules (“DTRs”) and the FCA’s Listing Rules.
The Board reviews compliance reports and internal control reports
provided by its service providers, as well as the Company’s financial
statements and revenue forecasts.
The Depositary reports twice yearly to the Audit Committee, confirming
that the Company has been managed in accordance with the AIFMD, the
Articles and with investment restrictions and leverage limits.
The Directors attend seminars and conferences to keep up to date on
regulatory changes and receive industry updates from the Company
Secretary. The Company Secretary also presents a quarterly report on
changes in the regulatory environment, including AIC updates, and how
changes have been addressed.
Governance Risk
Poor adherence to corporate governance best
practice or errors or irregularities in
published information could lead to censure
and/or result in reputational damage to
the Company.
The Board reviews all information supplied to shareholders and
Frostrow’s marketing activity at each meeting.
Details of the Company’s compliance with corporate governance best
practice, including information on relationships with shareholders, are
set out in the Corporate Governance Report on pages 35 to 59.
ESG and Climate Change Risk
ESG risks and climate change could have an
adverse impact on the portfolio companies’
operational performance, affecting their
investment value over the short or
medium term.
At every Board meeting, the Board receives ESG+C
®
updates, which include
information on any climate change related engagement, from the Investment
Managers together with monthly portfolio updates. The Board challenges the
Investment Manager on ESG matters to ensure that the portfolio companies
are acting in accordance with the Board’s ESG approach.
MMIT invests in companies that have the potential to improve, and benefit
from, environmental, social and corporate governance factors. As part
of their engagement the team at MCP actively supports portfolio
companies in improving their ESG-performance. Engagement is tailored
and consists of constructive advice to portfolio companies on a range of
ESG issues including the reduction of greenhouse gas emissions (GHG
emissions) and an improvement in the CDP* score as an indicator of a
company's environmental sustainability. Furthermore, the investment
strategy uses screening against an exclusion list of companies in which
investments may not be made, taking ESG criteria into account.
Details of the Investment Managers’ ESG+C
®
approach can be found in
the Investment Managers’ Review on pages 14 to 18 and on the
Investment Managers’ website at www.mobiuscapitalpartners.com.
Mobius Capital Partners published their most recent active engagement
report in Q4 2023. This report provided more detail on MCP’s
customised ESG+C
®
engagement approach, action points raised with
portfolio companies as well as outcomes from engagement. The report
is available for download on the Company’s website:
www.mobiusinvestmenttrust.com.
*CDP is a not-for-profit charity that runs a global disclosure system for investors,
companies, cities, states and regions to manage their environmental impacts.
26 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Emerging Risks
The Company has carried out a detailed assessment of its
emerging and principal risks. The International Risk
Governance Council’s definition of an “emerging” risk is one
that is new, or is a familiar risk in a new or unfamiliar context
or under new context conditions (re-emerging). Failure to
identify emerging risks may cause reactive actions rather
than being proactive and, in a worst case scenario, could
cause the Company to become unviable or otherwise fail or
force the Company to change its structure, objective or
strategy.
The Audit Committee reviews a risk register at every
meeting. Emerging risks are discussed in detail as part of
this process to try to ensure that emerging as well as well-
known risks are identified and mitigated as far as possible.
Any emerging risks and mitigations are added to the
riskregister.
The experience and knowledge of the Directors are useful
in these discussions, as are update papers and advice
received from the Board’s key service providers such as the
AIFM and Investment Manager and the Company’s broker.
In addition, the Company is a member of the AIC, which
provides regular technical updates, draws members’
attention to forthcoming industry and regulatory issues
and advises on compliance obligations.
Last year’s emerging risk of a deteriorating economic
environment in many countries, together with inflation, an
ongoing cost of living crisis and much increased energy
costs, remained with us during the year to the point of
investor appetite in equities reducing dramatically. During
the year under review, the Board has identified the war in
Gaza, between Israel and Hamas, as an emerging risk which
might lead to wider confrontations in the Middle East with
global impacts as yet unforeseen.
Whilst it is not possible to mitigate emerging risks directly,
the Board regularly reviews the premium and discount
levels and considers ways in which share price
performance may be enhanced to prevent MMIT becoming
unattractive to shareholders. The Investment Managers,
Frostrow and the Brokers are in regular contact with larger
investors to ensure that MMIT’s objective is still in line with
shareholders’ objectives. There are also regular updates
for all shareholders by way of factsheets, annual and
half-yearly reports and other documentation on the
Company’s website.
Long-Term Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have carefully assessed the Company’s position
and prospects as well as the principal risks stated on
pages22 to 25 and have formed a reasonable expectation
that the Company will be able to continue in operation and
meet its liabilities as they fall due over the next five
financial years. The Board has chosen a five-year horizon in
view of the long-term nature and outlook adopted by the
Investment Manager when making investment decisions.
To make this assessment and in reaching this conclusion,
the Audit Committee has considered the Company’s
financial position and its ability to liquidate its portfolio
and meet its liabilities as they fall due:
l the portfolio is principally comprised of investments
traded on major international stock exchanges. Based
on current trading volumes, 100% of the current
portfolio could be liquidated within 30 trading days
with 97.1% in seven days or less under normal market
conditions and there is no expectation that the nature
of the investments held within the portfolio will be
materially different in future;
l the expenses of the Company are predictable and
modest in comparison with the assets and there are no
capital commitments foreseen which would alter that
position; and
l the Company has no employees, only its non-executive
Directors. Consequently, it does not have redundancy
or other employment related liabilities or
responsibilities.
The Audit Committee, as well as considering the potential
impact of the Company’s principal risks on pages 22 to 25
and various severe but plausible downside scenarios, has
also considered the following assumptions in considering
the Company’s longer-term viability:
l there will continue to be demand for investment trusts;
l the Board and the Investment Manager will continue to
adopt a long-term view when making investments;
l The departure of Dr Mobius has no negative impact on
the trust placed by investors in the Investment
Manager and, in particular, Carlos Hardenberg as the
lead partner.
l the Company invests principally in the securities of
listed companies in emerging markets to which
investors will wish to continue to have exposure;
l regulation will not increase to a level that makes
running the Company uneconomical; and
l the performance of the Company will continue to be
satisfactory.
BUSINESS REVIEW continued
27ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
BUSINESS REVIEW continued
The continuing uncertainty in the global economy, the
ongoing war in Ukraine as well as the more recent war in
Gaza, have contributed to supply chain disruption and
ongoing inflationary pressures worldwide. These were
factored into the key assumptions made by assessing their
impact on the Company’s key risks and whether the key
risks had increased in their potential to affect the normal,
favourable and stressed market conditions. As part of this
review the Board considered the impact of a significant and
prolonged decline in the Company’s performance and
prospects. This included a range of plausible downside
scenarios such as reviewing the effects of substantial falls
in investment values and the impact of the Company’s
ongoing charges ratio, which were the subject of stress
testing and reverse stress testing.
Furthermore, the Audit Committee again considered the
operational resilience of the Company’s service providers,
and thereby the operational viability of the Company.
During the year under review, some meetings were still
held online, and all key service providers were contacted
with regard to their business continuity systems as well as
their IT and cyber security systems to prevent fraudulent
activity of any kind. No issues were raised and the Audit
Committee was reassured that all key service providers
were operating well and to their normal high service
standards while enabling their employees to work remotely
where necessary.
The Directors confirm, therefore, that they have a
reasonable expectation that the Company will be able to
continue in operation and meet its liabilities in full over the
coming five years.
Principal Service Providers
Investment Manager
Mobius Capital Partners LLP is the Alternative Investment
Fund Manager (“AIFM”) for the Company pursuant to an
Investment Management Agreement dated 10 September
2018 (the “IMA”). The investment management fee payable
to the AIFM is calculated at an annual rate of 1.0% of the
lower of (i) Net Asset Value; and (ii) Market Capitalisation
(the “Fund Value”) up to and including £500 million; of
0.85% of the Fund Value over £500 million and up to and
including £1 billion; and of 0.75% of the Fund Value over
£1 billion. The management fee is payable in arrears
monthly. There are no provisions for the payment of a
performance fee.
The IMA may be terminated by either party by giving to the
other not less than 12 months’ notice in writing.
Manager, Company Secretary and Administrator
Frostrow Capital LLP (“Frostrow”) acts as the Company’s
Operational Manager, Company Secretary and
Administrator. It is an independent provider of services to
the investment companies sector and currently has
15 investment company clients of which seven are
AIFM clients.
Company secretarial, marketing, and administrative services
are provided by Frostrow under an Administration and
Management Services Agreement dated 10 September 2018.
A management service fee of 0.225% of the lower of
(i) Net Asset Value and (ii) Market Capitalisation (= the
Fund Value) of the Company, charged monthly in arrears, is
payable, up to a Fund Value of £250 million. Frostrow’s fees
will reduce from 0.225% to 0.20% on Fund Value of the
Company in the range of £250 million to £500 million, and
to 0.175% on that part of the Fund Value in excess of
£500 million. The agreement may be terminated by either
the Company or Frostrow on six months’ written notice.
Furthermore, Frostrow provides the AIFM Directive risk
management function on behalf of the AIFM under a
delegation agreement with Mobius Capital Partners LLP
(“MCP”). This delegation of the risk management function
may be terminated by either Frostrow or the AIFM, MCP, on
two months’ written notice.
Further details of the fees payable to Mobius Capital
Partners LLP and Frostrow Capital LLP are set out in
note 3 to the Financial Statements on page 73.
Depositary and Custodian
Northern Trust Investor Services Limited is the Company’s
Depositary, having been appointed by the Board and
Mobius Capital Partners LLP with effect from 1 October
2021, taking over from Northern Trust Global Services SE
following the UK’s departure from the EU and an internal
reorganisation within Northern Trust.
Under the Depositary Agreement, an annual fee of 0.015%
per annum charged on the Net Asset Value is payable,
subject to a minimum annual fee of £25,000. The
Depositary Agreement may be terminated upon six
months’ written notice from the Company or the
Investment Manager to the Depositary or the Depositary to
the Company and the Investment Manager.
The Northern Trust Company provides global custody
services to Mobius Investment Trust plc.
28 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
Investment Manager and
Administration Manager Evaluation
and Re-Appointment
The review of the performance of Mobius Capital Partners
LLP as Investment Manager and Frostrow as Company
Secretary and Administration Manager is a continuous
process carried out by the Board with a formal evaluation
being undertaken each year. As part of this process the
Board monitors the services provided by the Investment
Manager and the Manager and receives regular reports
and views from them. The Board also receives
comprehensive performance measurement reports to
enable it to determine whether or not the performance
objective set by the Board is being met.
The Board believes the continuing appointment of Mobius
Capital Partners LLP and Frostrow Capital LLP, under the
terms described above, is in the interests of shareholders.
In coming to this decision, the Board also took into
consideration the following additional reasons:
l the quality and depth of experience of Mobius Capital
Partners LLP and the level of performance of the
portfolio in absolute terms and relative to the
Company’s peer group since launch; and
l the quality and depth of experience of the
management, administrative and company secretarial
team that Frostrow allocates to the Company.
Company Promotion
The Company has appointed Frostrow to promote the
Company’s shares to professional investors in the UK. As
investment company specialists, the Frostrow team
provides a continuous, pro-active marketing, distribution
and investor relations service that aims to promote the
Company by encouraging demand for the shares.
Frostrow actively engages with professional investors,
typically discretionary wealth managers, some institutions
and a range of execution-only platforms. Regular
engagement helps to attract new investors and retain
existing shareholders and, over time, results in a stable
share register made up of diverse, long-term holders.
In this work, Frostrow is supported by Peel Hunt LLP, the
Company’s Brokers, who also engage with investors via
roadshows and meetings.
Frostrow arranges and manages a continuous programme
of one-to-one meetings with professional investors around
the UK. These include regular meetings with “gate
keepers”, the senior points of contact responsible for their
respective organisations’ research output and
recommended lists. The programme of regular meetings
also includes autonomous decision makers within large
multi-office groups, as well as small independent
organisations. Some of these meetings involve Mobius
Capital Partners, but most of the meetings do not, which
means the Company is being actively promoted while the
Investment Manager concentrates on the portfolio.
The Company also benefits from involvement in the regular
professional investor seminars run by Frostrow in major
centres, notably London and Edinburgh, or webinars which
are focused on buyers of investment companies. During
the year under review, a total of 153 investor meetings
and five investor seminars were held during which MMIT
was discussed.
Frostrow produces many key corporate documents,
monthly factsheets, annual and half-yearly reports.
Company information and invitations to investor events,
including updates from the Investment Manager on
portfolio and market developments, are regularly emailed
to a growing database, overseen by Frostrow, consisting of
professional investors across the UK.
Frostrow maintains close contact with all the relevant
investment trust broker analysts who publish and
distribute research on the Company to their respective
professional investor clients and, during the year under
review, particularly those from Peel Hunt.
The Company continues to benefit from regular press
coverage, with articles appearing in respected publications
that are widely read by both professional and self-directed
private investors. The latter typically buy their shares via
retail platforms, which account for a significant proportion
of the Company’s share register.
BUSINESS REVIEW continued
29ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Stakeholder Interests and Board
Decision-Making (Section 172
Statement)
Under reporting regulations and the AIC Code, the
Directors are required to explain how they have discharged
their duties under Section 172 of the Companies Act 2006
in promoting the success of the Company for the benefit of
the members as a whole. This includes the likely
consequences of the Directors’ decisions in the long term
and how they have taken wider stakeholders’ needs into
account.
The Directors aim to act fairly as between the Company’s
shareholders. The Board’s approach to shareholder
relations is summarised in the Corporate Governance
Report beginning on page 35. The Chairman’s Statement
beginning on page 6 provides an explanation of actions
taken by the Directors during the year to achieve the
Board’s long-term aim of ensuring capital growth and
income returns predominantly through investment in a
diversified portfolio of companies operating in emerging or
frontier markets.
As an externally managed investment trust, the Company
has no employees, customers, operations, or premises.
Therefore, the Company’s key stakeholders (other than its
shareholders) are considered to be its service providers.
The need to foster business relationships with the service
providers and maintain a reputation for high standards of
business conduct are central to the Directors’ decision-
making as the Board of an externally managed investment
trust. The Directors believe that fostering constructive and
collaborative relationships with the Company’s service
providers will assist in their promotion of the success of
the Company for the benefit of all shareholders.
The Board engages with representatives from its service
providers throughout the year. Representatives from
Mobius Capital Partners and Frostrow are in attendance at
each Board meeting. As the Investment Manager and the
Company Secretary and Administrator respectively, the
services they provide are essential to the long-term
success of the Company.
Further details are set out overleaf:
BUSINESS REVIEW continued
30 MOBIUS INVESTMENT TRUST PLC
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BUSINESS REVIEW continued
The Investment Manager, Frostrow and the
Company’s Broker, on behalf of the Board, complete
a programme of investor relations throughout the
year.
An analysis of the Company’s shareholder register
is provided to the Directors at each Board meeting
along with marketing reports from Frostrow. The
Board reviews and considers the marketing plans on
a regular basis. Reports from the Company’s Broker
are submitted to the Board on investor sentiment
and industry issues.
Key mechanisms of engagement include:
l the Annual General Meeting;
l the Company’s website which hosts reports,
video interviews with the Investment Managers
and monthly factsheets;
l one-on-one investor meetings and online
webinars;
l should any significant votes be cast against a
resolution, proposed at the Annual General
Meeting, the Board will engage with
Shareholders in order to understand the
reasons behind the votes against;
l the Board will explain in its AGM results
announcement the actions it intends to take to
consult with shareholders in order to
understand the reasons behind any significant
votes against resolutions; and
l following the consultation, an update will be
published no later than six months after the
AGM and the Annual Report will detail the
impact the Shareholder feedback has had on
any decisions the Board has taken and any
actions or resolutions proposed.
At each meeting the Board reviews movements in
the Company’s shareholder register. There are
regular interactions and engagement with
shareholders, including at the AGM. Regular
feedback from shareholders is received from
Frostrow and the Company’s Broker.
Clear communication of the Company’s
strategy and the performance against the
Company’s objective informs shareholders and
the market in general and may raise new
interest from potential investors, thereby
increasing the liquidity of MMIT’s shares.
New shares can be issued to meet demand
without net asset value per share dilution to
existing shareholders. Increasing the size of
the Company can benefit liquidity as well as
spread costs.
In an effort to control the discount at which
shares trade to their net asset value per share,
the Company can buy back shares if the Board
considers this to be in the best interest of the
Company and shareholders as a whole. Shares
can either be held in “treasury” or cancelled.
Any shares held in treasury can later be sold
back to the market if conditions permit. The
Company does not currently hold any shares in
treasury.
Once every three years, the Company also
offers a redemption facility through which
shareholders may request the redemption of
all or part of their holding of redeemable
ordinary shares (“Ordinary Shares”) for cash.
The next redemption point will be on
30 November 2025.
Investors
Who?
STAKEHOLDER
GROUP
Why?
THE BENEFITS OF ENGAGING WITH
THE COMPANY’S STAKEHOLDERS
How?
HOW THE BOARD, THE INVESTMENT MANAGER
AND ADMINISTRATOR HAVE ENGAGED WITH
THE COMPANY’S STAKEHOLDERS
31ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
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BUSINESS REVIEW continued
The Board and Frostrow engage regularly with other
service providers both in one-to-one meetings and
via regular written reporting. Representatives from
service providers are asked to attend Board and
Audit Committee meetings when deemed
appropriate. This regular interaction provides an
environment where topics, issues and business
development needs can be dealt with efficiently.
The Company contracts with third parties for
other services including: depositary,
investment accounting & administration as
well as company secretarial and registrars.
The Company ensures that the third parties to
whom the services have been outsourced
complete their roles in line with their service
level agreements, thereby supporting the
Company in its success and ensuring
compliance with its obligations.
Service
Providers
Active engagement on ESG+Culture issues with the
aim of improving operations, ESG-standards and
performance, and thereby catalysing a re-rating of
the investee’s stock price, lies at the heart of the
Investment Manager’s strategy. The Investment
Manager individually tailors engagement on ESG+C
®
issues to the portfolio company and its respective
sector. In addition to ESG factors, MCP places a high
emphasis on understanding a company’s corporate
culture. The Board strongly supports the team in this
undertaking and has been keeping in close and
regular contact with the Investment Manager to
understand the progress portfolio holdings are
making along their individual action plans.
Regular visits or video calls are being undertaken
between the Investment Managers and portfolio
companies.
On the occasion of the 2023 Investor Day, three
portfolio companies – Hitit Bilgisayar, Park Systems and
Mapmy India/CE Info Systems – were invited to present
their respective businesses to shareholders, and talk
about their experience of working with the Mobius
Capital Partners team on improving ESG+C
®
issues.
Engagement with portfolio companies enables
a comprehensive understanding of their
business models, financial strengths and
strategic objectives. Close interaction with
management over time fosters a strong
stakeholder relationship that serves as an
effective risk management tool. In addition,
integrating environmental, social and
governance (ESG) considerations into the
investment process provides invaluable
insights for risk assessment and mitigation.
Portfolio
Companies
Who?
STAKEHOLDER
GROUP
Why?
THE BENEFITS OF ENGAGING WITH
THE COMPANY’S STAKEHOLDERS
How?
HOW THE BOARD, THE INVESTMENT MANAGER
AND ADMINISTRATOR HAVE ENGAGED WITH
THE COMPANY’S STAKEHOLDERS
The Board meets regularly with the Company’s
Investment Manager throughout the year both
formally at the scheduled Board meetings and
informally as needed. The Board also receives
monthly performance and compliance reporting.
The Board further receives regular updates from the
Investment Manager concerning engagement on
ESG+C
®
matters with the companies within the
portfolio.
The Investment Manager’s attendance at each Board
meeting provides the opportunity for the Investment
Manager and Board to further reinforce their mutual
understanding of what is expected from both parties.
Engagement with the Company’s Investment
Manager is essential to assess its performance
against the Company’s stated strategy and to
understand any risks or opportunities that
may arise. Through regular reviews with the
Investment Manager, the Board ensures that
the portfolio companies remain financially
sound and have strong growth prospects.
These reviews also enable the Board to verify
that MCP’s environmental, social and
governance (“ESG”) practices are in line with
industry standards and meet the Board's
expectations. It also serves to closely monitor
investment management costs to ensure they
remain competitive.
Investment
Manager
32 MOBIUS INVESTMENT TRUST PLC
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BUSINESS REVIEW continued
l The Investment Managers, Frostrow and the broker meet regularly with
shareholders and potential investors to discuss the Company’s strategy,
performance, the portfolio and any ESG+Culture issues which might be raised.
l Shareholders are provided with performance updates via the Company’s website as
well as the usual financial reports and monthly factsheets.
l The Board reviews the Company’s share price discount/premium on a regular basis
and has share buy-back and issuance policies as well as a redemption facility by
which investors may redeem their shares every three years.
Key topics of engagement with investors
l Ongoing dialogue with shareholders
concerning the strategy of the Company,
performance, the portfolio and
ESG issues.
l Impact of market volatility on the
performance of the Company.
l Share price performance and the
widening of investment company
sectordiscounts.
What?
WHAT WERE THE KEY TOPICS
OF ENGAGEMENT?
Outcomes and actions
WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL DECISIONS?
l Updates are received by the Board at every Board meeting.
l The Board is kept well informed about the team composition at MCP and the
Investment Manager gives regular updates on new team members. The departure
of Dr Mobius as announced on 10 November 2023, was discussed in detail by the
Board, the Investment Manager, Frostrow and the Company’s Brokers.
l The unique network of external experts and consultants in Emerging Markets built
over decades of investing in this space enables the Investment Manager to buy in
project-specific, high-quality know-how while allowing the core team to remain
lean, agile and highly motivated.
l The Board has received regular updates from the Investment Manager throughout
the year.
Key topics of engagement with the
Investment Manager on an ongoing basis
l Portfolio composition, performance,
outlook and business updates as well as
ESG engagement with portfolio
companies.
l Team composition.
l The impact of market volatility upon
the portfolio.
l During the year, the service providers’ business resilience was discussed as well as
service levels.
l Reviews of the Company’s service providers during the year have been positive and
the Directors believe that their continued appointment is in the best interests of
the Company.
Key topics of engagement with
Other Service Providers
l The Directors have frequent
engagement with the Company’s other
service providers through the annual
cycle of reporting and due diligence
meetings or site visits by Frostrow. This
engagement is completed with the aim
of maintaining an effective working
relationship and oversight of the
services provided.
l The Investment Managers are aware that trusts perceived to be falling behind in
ESG and climate change concerns will be downrated by investors. This issue
therefore makes up an important part of the risk assessment when looking at
possible investments.
l For the Investment Managers good governance is the best way to ensure best value
for shareholders. To this end, environmental and social factors as well as
governance are discussed in meetings with managements.
Key topics of engagement with
Portfolio Companies
The Investment Managers, on behalf of the
Board, have engaged with a number of
portfolio companies:
l in order to address business matters and
to understand the risks faced by
portfolio companies and how they can
be addressed.
l in order to achieve good governance
overall, as good governance means that
board and management of portfolio
companies are aware and proactive in
their approach to all environmental and
social issues.
33ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Responsible and Sustainable
Investing
The Board recognises that the most direct way for the
Company to have an impact on Environmental, Social and
Governance (“ESG”) issues is through the responsible
ownership of its investments.
It has delegated authority to its Investment Managers to
engage actively with the management of investee
companies and encourage that high standards of ESG
practice are adopted and that high standards of corporate
governance and corporate responsibility are maintained.
More information is given in the Investment Managers’
Review on pages 14 to 18.
The Investment Manager’s customised engagement acts as
one of the key features in the investment process and
includes an Action Plan targeted at ESG and operational
issues identified in the individual holdings. The Investment
Manager believes this customised engagement will lead to
an enhancement in ESG+C
®
positioning, operational
improvements, and attractive returns to investors following
a stock rerating. Throughout the year, the Board followed
the progress on engagement closely.
The Investment Managers’
ESG+C
®
Policy
The Investment Managers’ ESG Policy can be found on
their website at www.mobiuscapitalpartners.com and it
explains how ESG and corporate culture factors are being
assessed all through the investment process as follows:
l an initial recommendation by the Investment
Committee;
l establishment of an ESG+C
®
action plan and
engagement with companies;
l monitoring, measuring and reporting ESG+C
®
improvement; and
l exercising voting rights.
In particular, the ESG Policy states that Mobius Capital
Partners are strongly convinced that companies with
higher ESG standards generally have a lower cost of
capital, more efficient operational performance, greater
protection of minority investors’ interests, lower business
risk and higher shareholder distributions, all of which
positively influence a company’s valuation.
Quarterly ESG factsheets can also be found on the
Investment Managers’ website, giving a breakdown of
investment companies’ disclosure of
l environmental targets such as environmental
reporting, quantitative environmental targets and
Carbon Disclosure Project Portfolio Company scores.
The Carbon Disclosure Project increases
environmental transparency and accountability of
companies and enables progress tracking. The scoring
ranges from A, A-to B, B-to C, C-to D, D-and F.
l social targets such as employee training initiatives
and reporting on Sustainable Development Goals in
the fields of Industry, Innovation and Infrastructure,
Good Health and Wellbeing, and Decent Work and
Economic Growth.
l governance targets such as gender equality and
female directors, Board independence, sustainability
reporting, Global Reporting Initiative Compliant
reporting, dedicated Investor Relations professionals
and others.
l corporate culture targets such as a Code of Conduct,
share option schemes, non-financial employee
benefits, anti-corruption and whistleblower policies,
dedicated sustainability professionals and gender
equality among C-level executives.
Taskforce for Climate-Related
Financial Disclosures (“TCFD”)
The Company notes the TCFD recommendations on
climate-related financial disclosures. The Company is an
investment trust with no employees, internal operations or
property and, as such, it is exempt from the Listing Rules
requirement to report against the TCFD framework.
The Investment Manager reports on portfolio companies’
Carbon Disclosure Project (CDP) Scores as part of their
quarterly ESG+C reporting. CDP’s disclosure platform
provides the mechanism and a first step towards reporting
in line with the TCFD recommendations. In addition, the
team engages with every portfolio holding on the adoption
of the TCFD recommendations.
The risks associated with climate change represent an
increasingly important issue and the Board and the
Investment Managers are aware the transition to a
low-carbon economy will affect all businesses, irrespective
of their size, sector or geographic location. Therefore, no
company’s revenues are immune and the assessment of
such risks must be considered within any effective
investment approach.
Integrity and Business Ethics
The Company is committed to carrying out business in an
honest and fair manner. In carrying out its activities, the
Company aims to conduct itself responsibly, ethically and
fairly, including in relation to social and human rights issues.
The Board has adopted a zero-tolerance approach to
instances of bribery and corruption. Accordingly, it
BUSINESS REVIEW continued
34 MOBIUS INVESTMENT TRUST PLC
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BUSINESS REVIEW continued
expressly prohibits any Director or associated persons
when acting on behalf of the Company from accepting,
soliciting, paying, offering or promising to pay or authorise
any payment, public or private, in the United Kingdom or
abroad to secure any improper benefit from themselves or
for the Company.
The Board applies the same standards to its service
providers in their activities for the Company.
A copy of the Company’s Anti Bribery and Corruption Policy
can be found in the Corporate Information section of the
Company’s website on www.mobiusinvestmenttrust.com.
The policy is reviewed annually by the Audit Committee.
In response to the implementation of the Criminal Finances
Act 2017, the Board also adopted a zero-tolerance
approach to the criminal facilitation of tax evasion. A copy
of the Company’s policy on preventing the facilitation of
tax evasion can be found in the Corporate Information
section of the Company’s website
www.mobiusinvestmenttrust.com. The policy is reviewed
annually by the Audit Committee.
The Board’s expectations are that its principal service
providers have appropriate governance policies in place.
Modern Slavery Act 2015
The Company does not provide goods or services in the
normal course of business, and as a financial investment
vehicle does not have customers. The Directors do not
therefore consider that the Company is required to make a
statement under the Modern Slavery Act 2015 in relation
to slavery or human trafficking.
The Company’s suppliers are typically professional advisers
and the Company’s supply chains are considered to be low
risk in this regard.
In light of the nature of the Company’s business there are
no relevant human rights issues and the Company does not
have a human rights policy.
Looking to the Future
The Board concentrates its attention on the Company’s
investment performance and Mobius Capital Partners LLP’s
investment approach and on factors that may have an
effect on this approach.
The Board monitors the performance of the Company’s net
asset value compared with its peer group.
The Board is regularly updated by Frostrow Capital LLP
and Peel Hunt LLP on wider investment trust industry
issues and regular discussions are held concerning the
Company’s future development and strategy.
A review of the Company’s year ended 30 November 2023,
its performance and the outlook for the Company can be
found in the Chairman’s Statement on pages 6 to 8 and in
the Investment Manager’s Review on pages 14 to 18.
The Company’s overall strategy remains unchanged.
For and on behalf of the Board of Directors
Maria Luisa Cicognani
Chairman
5 March 2024
35ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
BOARD OF DIRECTORS
Maria Luisa Cicognani
Independent Non-Executive Chairman
Appointed to the Board on 5 September 2018
Remuneration per annum: £40,000*
Shareholding in the Company: 72,927*
Skills and Experience:
Maria Luisa has over 30 years’ experience
with significant knowledge of the banking
sector, emerging markets and corporate
governance issues. Between 1993 and
2005, she worked at the European Bank
for Reconstruction and Development,
ultimately as Head of the Bank Equity
group, before holding senior positions with
Merrill Lynch and Renaissance Capital,
Mediobanca, Azimut Global Counselling in
Italy and Azimut International Holding in
Luxembourg. Since 2016 she has been
senior adviser to a number of financial
institutions and investors as well as
non-executive director in listed companies.
Maria Luisa holds a magna cum laude
Bachelor’s degree in Business and
Administration from Bocconi University in
Italy and a Master’s degree in Japanese
Economy and Business from the
International University of Japan.
Other Appointments:
Maria Luisa is non-executive chairman of
Concrete Fashion Group (previously: Arafa
Holding) in Cairo and a non-executive
director of Eurizon Capital SgR, and of
Intesa San Paolo Holding S.A. Luxembourg.
Standing for re-election
Yes
Christopher Casey
Independent Non-Executive Director,
Chairman of the Audit Committee and
Senior Independent Director
Appointed to the Board on 5 September 2018
Remuneration per annum: £35,000*
Shareholding in the Company: 10,000*
Skills and Experience:
Christopher has extensive experience as a
non-executive director and audit
committee chairman of public companies,
in particular investment trusts.
Previously he was chairman (formerly
audit committee chairman) of China
Polymetallic Mining Limited until 2016,
audit committee chairman of Latchways plc
until 2015, audit committee chairman of
Eddie Stobart Logistics plc until August
2020, and audit committee chairman of
BlackRock Sustainable American
Investment Trust plc until March 2023.
Christopher’s career spans over 40 years
and he was previously an audit partner at
KPMG. He graduated from Oxford University
in 1977 with a degree in Politics, Philosophy
and Economics.
Other Appointments:
Christopher is also a non-executive
director and chairman of The European
Smaller Companies Trust plc,
non-executive director and audit
committee chairman of Life Settlements
Assets plc and CQS Natural Resources
Growth and Income PLC.
Standing for re-election
Yes
Gyula Schuch
Independent Non-Executive Director and
Chairman of the Management Engagement
and Remuneration Committee
Appointed to the Board on 1 June 2022
Remuneration per annum: £30,000*
Shareholding in the Company: none*
Skills and Experience:
Gyula has over 25 years’ experience in
investment banking. Formerly, he was
Managing Director of EEMEA and LATAM
Equities at HSBC Bank plc, Global Banking
and Markets in London and Managing
Director and Co-Head of EEMEA and
LATAM Equities at HSBC Securities (USA)
Inc in New York. Previously, he worked for
HVB Capital Markets New York and CA-IB
Securities New York Inc.
He holds a Master of Business
Administration degree from the University
of Business Administration and Economics
in Vienna.
Other Appointments:
Up until 31 December 2023, Gyula was Equity
Partner at Ithuba Capital, a management-
owned independent investment bank and
regional advisory firm with headquarters in
Vienna. With effect from 1 February 2024, he
joined Vienna Capital Partners as a partner.
He is also a director of Pomega Inc. in the US.
Standing for re-election
Yes
* Information as at 30 November 2023.
36 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
The Directors present this Annual Report on the affairs of
the Company together with the audited financial statements
and the Independent Auditors’ Report for the year ended
30 November 2023.
In accordance with the requirement for the Directors to
prepare a Strategic Report and an enhanced Directors’
Remuneration Report for the year ended 30 November
2023, the following information is set out in the Strategic
Report: a review of the business of the Company including
details of its objective, strategy and business model, future
developments, details of the principal risks and uncertainties
associated with the Company’s activities (including the
Company’s financial risk management objectives and
policies), information regarding community, social, employee
and human rights and environmental issues.
Information about Directors’ interests in the Company’s
ordinary shares is included within the Annual Report in the
Remuneration section of the Directors’ Remuneration
Report.
The Corporate Governance Statement on pages 41 to 50
forms part of this Directors’ Report.
Business and Status of the Company
The Company is registered as a public limited company in
England and Wales (Registered Number: 11504912) and is an
investment company within the terms of Section 833 of the
Companies Act 2006 (the “Act”). Its Ordinary shares are
premium listed on the Official List of the UK Listing Authority
and traded on the main market of the London Stock
Exchange, which is a regulated market as defined in
Section 1173 of the Act.
The principal activity of the Company is to carry on
business as an investment trust. The Company has been
granted approval from HM Revenue & Customs as an
investment trust under sections 1158 and 1159 of the
Corporation Taxes Act 2010. The Company will be treated
as an investment trust company subject to the Company’s
continued compliance with applicable laws and regulations.
The Directors do not envisage any change in this activity in
the future.
The Company is a member of the Association of
Investment Companies (“AIC”).
Alternative Performance Measures
The Financial Statements on pages 68 to 80 set out the
required statutory reporting measures of the Company’s
financial performance. In addition, the Board assesses the
Company’s performance against a range of criteria which
are viewed as particularly relevant for investment trusts,
which are summarised and explained in greater detail in
the Strategic Report, under the heading ‘Key Performance
Indicators’ on pages 20 and 21.
The Directors believe that these measures enhance the
comparability of information between reporting periods
and aid investors in understanding the Company’s
performance. The measures used for the year under review
have remained consistent with the prior period.
Definitions of the terms used and the basis of calculation
adopted are set out in the Glossary beginning on page 84.
Annual General Meeting (“AGM”)
THE FOLLOWING INFORMATION TO BE DISCUSSED AT
THE FORTHCOMING ANNUAL GENERAL MEETING IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt about the action you should
take, you should seek advice from your stockbroker,
bank manager, solicitor, accountant or other financial
adviser authorised under the Financial Services and
Markets Act 2000 (as amended). If you have sold or
transferred all of your ordinary shares in the Company,
you should pass this document, together with any other
accompanying documents, including the form of proxy,
at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale
or transfer was effected, for onward transmission to the
purchaser or transferee.
Resolutions relating to the following items of special
business will be proposed at the forthcoming AGM.
Resolution 9: Authority to allot shares up to
approximately 20% of the ordinary shares in issue.
Resolution 10: Authority to issue new shares or sell shares
from Treasury for cash, up to approximately 20% of the
Company’s issued ordinary shares at a price per share not
less than the net asset value per share, and to disapply
pre-emption rights in respect of those shares.
Resolution 11: Authority to buy back up to 14.99% of
shares in issue at the time of the AGM, either for
cancellation or for placing into Treasury.
Resolution 12: Authority to hold general meetings (other
than AGMs) on at least 14 days’ notice.
The full text of the resolutions can be found in the Notice
of Annual General Meeting on pages 87 to 90. Explanatory
notes regarding the resolutions can be found on pages 91
to 93. Ordinary resolutions require that more than 50% of
the votes cast at the relevant meeting be in favour of the
resolution for it to be passed. Special resolutions require
that at least 75% of the votes cast be in favour of the
resolution for it to be passed.
REPORT OF THE DIRECTORS
37ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Recommendation
The Directors consider that all the resolutions to be
proposed at the AGM are in the best interests of the
Company and its members as a whole. The Directors
unanimously recommend that shareholders vote in favour
of all the resolutions, as they intend to do in respect of
their own beneficial holdings, details of which are set out
on page 57.
AGM Arrangements
The AGM will be held on Tuesday, 23 April 2024. In case of
any problems, arrangements will be made for shareholders
to attend via a webinar, view the Investment Manager’s
presentation online and ask questions in advance.
Shareholders are encouraged to view the Company’s
website, www.mobiusinvestmenttrust.com for further
information nearer the time. Questions can be submitted to
the Company Secretary at info@frostrow.com.
Shareholders are strongly encouraged to exercise their
votes in respect of the meeting in advance by returning
their forms of proxy. This will ensure that all shareholders’
votes are registered in the event that attendance is not
possible or restricted or if the meeting is postponed.
Further details about the voting process can be found in
the Notice of Meeting on page 89.
Articles of Association
Amendment of the Company’s Articles of Association
requires a special resolution to be passed by shareholders.
Directors
The current Directors of the Company are listed on
page 35. All Directors served as Directors throughout the
year to 30 November 2023 and up to the date of
this report.
No other person was a director during any part of the year
or up to the approval of this report.
Directors’ Conflicts of Interest
Directors report on actual or potential conflicts of interest
at each Board meeting. Any Director with a potential
conflict would be excluded from any related discussion.
Directors’ and Officers’ Liability Insurance Cover
Directors’ and Officers’ liability insurance cover was
maintained by the Board during the year ended
30 November 2023. It is intended that this policy will
continue for the year ending 30 November 2024 and
subsequent years.
Directors’ Indemnities
Subject to the provisions of applicable UK legislation, the
Company provides an indemnity for Directors in respect of
costs incurred in the defence of any proceedings brought
against them and also liabilities owed to third parties, in
either case arising out of their positions as Directors of the
Company. This was in place throughout the financial year
under review and up to the date of the approval of this
report. The indemnities are qualifying third party
provisions for the purposes of the Companies Act 2006.
A copy of each deed of indemnity is available for inspection
at the Registered Office of the Company during normal
business hours and will be available for inspection at the
Annual General Meeting.
Directors’ Fees
Reports on Directors’ Remuneration and also the Directors’
Remuneration Policy are set out on pages 56 to 59.
Appointment and Replacement of Directors
Unless otherwise determined by the Company by ordinary
resolution, the number of Directors shall not be less
than two.
Directors’ Interests
The beneficial interests in the Company of the Directors,
and of the persons closely associated with them, are set
out on page 57 of this Annual Report.
Capital Structure
As at 30 November 2023 there were 115,420,336
redeemable ordinary shares of 1p each (2022: 107,548,983
ordinary shares) and 50,000 management shares of
£1 each in issue.
All ordinary shares rank equally for dividends and
distributions. Each shareholder is entitled to one vote on a
show of hands and, on a poll, to one vote for every ordinary
share held. Details of the substantial holders of ordinary
shares in the Company are listed on page 39.
The management shares do not carry a right to receive notice
of, or attend or vote at, any general meeting of the Company
unless no other shares are in issue at that time. The
management shares are entitled to receive, in priority to any
payment of a dividend on any other class of share, a fixed
cumulative dividend of 0.01% per annum on their nominal
amount. On a return of capital (including on a winding up) the
holders of the management shares shall only receive an
amount up to the capital paid up on such management
shares. The management shares are not redeemable.
REPORT OF THE DIRECTORS continued
38 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
There are no restrictions concerning the transfer of
ordinary shares in the Company; no special rights with
regard to control attached to ordinary shares; no
restrictions on voting rights; no agreements between
holders of ordinary shares regarding their transfer known
to the Company; and no agreements which the Company is
party to that might affect its control following a successful
takeover bid.
Details of the voting rights in the Company’s shares at the
date of this Annual Report are given in Note 2 to the
Notice of the Annual General Meeting on page 89.
Share Issues and Buybacks
The Directors currently have the authority to issue shares
up to an aggregate nominal amount equal to 20% of the
issued share capital of the Company. They also have the
authority to issue shares, or sell Treasury shares, up to an
aggregate nominal amount equal to 20% of the issued
share capital for cash, without pre-emption rights applying.
These authorities will expire at the AGM to be held on
23 April 2024, when resolutions to renew them will be
proposed.
Furthermore, at the last AGM held on 26 April 2023, the
Directors were granted authority to repurchase up to
16,144,077 Ordinary shares, being 14.99% of the Company’s
issued share capital. This authority will also expire at the
forthcoming AGM, when a resolution to renew it will
be proposed.
As set out in MMIT’s prospectus, the Company may buy
back shares when the share price discount to the net asset
value per share rises above 5%, at the Board’s discretion.
The Company’s share issuance policy allows the issuance
of new shares at a small premium to the net asset value
per share on a regular basis acting as a premium
management tool.
As at 30 November 2023, the number of ordinary shares in
issue was 115,420,336. 7,871,353 ordinary shares were
issued during the year and no shares were bought back.
Since the year-end no further Ordinary Shares were issued
and no shares were bought back.
Treasury Shares
The Company may make market purchases of its own
shares for cancellation or for holding in Treasury where it
is considered by the Board to be cost effective and positive
for the management of the Company’s capital base to do
so. During the year, and since the year end, no shares were
purchased for, or held in, Treasury.
Shares would only be re-issued from Treasury at a price
representing a premium to net asset value per share.
Redemption Facility
As set out in the prospectus, the Company has a
redemption facility through which shareholders are
entitled to request the redemption of all or part of their
holding of ordinary shares on a periodic basis. The first
redemption point for the ordinary shares was on
30 November 2022 and each subsequent redemption point
will fall on 30 November every third year thereafter. The
Directors have absolute discretion to operate the periodic
redemption facility on any given Redemption Point and to
accept or decline in whole or part any redemption request.
During the redemption exercise in 2022, redemption
requests in respect of a total of 2,767,334 ordinary shares
were received, representing 2.54% of issued share capital
at the time. Of these redemption requests, 1,356,317
ordinary shares were matched with buyers and sold at the
redemption price and 1,411,017 ordinary shares were
redeemed and cancelled by the Company.
The terms of the redemption facility are set out in the
Company’s Articles of Association and were summarised in
the Company’s IPO prospectus.
The Board and the Investment Managers believe that the
Company’s investment case remains highly compelling and
therefore did not redeem their shares.
REPORT OF THE DIRECTORS continued
39ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Substantial Interests in
Share Capital
As at 30 November 2023 and 31 January 2024, being the
latest practicable date before publication of the Annual
Report, the Company was aware of the following
substantial interests in the voting rights of the Company:
30 November 2023
Number of % of issued
ordinary share
Shareholder shares held capital
Allan & Gill Gray Foundation 14,908,850 12.92
Dr. Joseph Bernhard Mark
Mobius 13,949,878 12.08
Hargreaves Lansdown,
stockbrokers (EO) 9,559,854 8.29
Interactive Investor (EO) 8,266,179 7.16
Columbia Threadneedle
Investments 5,075,000 4.39
Connor Broadley 4,603,980 3.99
A.I.M. Overseas PTC 4,500,000 3.90
Charles Stanley 4,257,232 3.69
Hauck & Aufhaeuser
Bank, Luxembourg (PB) 3,734,768 3.24
JM Finn, stockbrokers 3,710,457 3.21
AJ Bell, stockbrokers 3,660,794 3.17
EO = Execution only
31 January 2024
Number of % of issued
ordinary share
Shareholder shares held capital
Allan & Gill Gray Foundation 13,858,850 12.01
Dr. Joseph Bernhard Mark
Mobius 11,531,382 9.99
Hargreaves Lansdown,
stockbrokers (EO) 9,509,698 8.24
Interactive Investor (EO) 8,277,832 7.17
Columbia Threadneedle
Investments 5,075,000 4.40
Connor Broadley 4,617,612 4.00
Charles Stanley 4,466,677 3.87
A.I.M. Overseas PTC 4,206,396 3.64
JM Finn, stockbrokers 3,735,225 3.24
Hauck & Aufhaeuser
Bank, Luxembourg (PB) 3,556,834 3.08
AJ Bell, stockbrokers 3,502,431 3.03
EO = Execution only
Interest of the lead investment manager in the shares of
the Company as at 30 November 2023:
Carlos Hardenberg 1,163,650 1.01%
Beneficial Owners of Ordinary
Shares – Information Rights
The beneficial owners of ordinary shares who have been
nominated by the registered holder of those shares to
receive information rights under Section 146 of the
Companies Act 2006 are required to direct all
communications to the registered holder of their shares
rather than to the Company’s registrar, Computershare, or
to the Company directly.
Political Donations
The Company has not made any political donations in the
past, nor does it intend to do so in the future.
Corporate Governance
The Corporate Governance report, which includes the
Company’s Corporate Governance policies is set out on
pages 41 to 50.
Global Greenhouse Gas Emissions
for the Year ended 30 November
2023
The Company is an investment trust, with neither
employees nor premises, nor has it any financial or
operational control of the assets which it owns. It has no
greenhouse gas emissions to report from its operations
nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013,
including those within the Company’s underlying
investment portfolio. Consequently, the Company
consumed less than 40,000 kWh of energy during the year
in respect of which the Directors’ Report is prepared and
therefore is exempt from the disclosures required under
the Streamlined Energy and Carbon Reporting criteria.
Common Reporting Standard
(“CRS”)
CRS is a global standard for the automatic exchange of
information commissioned by the Organisation for
Economic Cooperation and Development and incorporated
into UK law by the International Tax Compliance
Regulations 2015. CRS requires the Company to provide
certain additional details to HMRC in relation to certain
shareholders. The reporting obligation began in 2016 and
will be an annual requirement going forward. The
Registrars, Computershare Investor Services, have been
engaged to collate such information and file the reports
with HMRC on behalf of the Company.
REPORT OF THE DIRECTORS continued
40 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain
information, more applicable to traditional trading
companies, 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.
Going Concern
The content of the Company’s portfolio, trading activity,
the Company’s cash balances and revenue forecasts,
and the trends and factors likely to affect the Company’s
performance are reviewed and discussed at each
Board meeting.
The Board has considered a detailed assessment of the
Company’s ability to meet its liabilities as they fall due,
including stress tests and reverse stress tests which
modelled the effects of substantial falls in markets and
significant reductions in market liquidity on the Company’s
NAV, its cash flows and its expenses. Further information is
provided in the Audit Committee report beginning on
page 52.
Based on the information available to the Directors at the
date of this report, including the results of these stress
tests, the conclusions drawn in the Viability Statement on
pages 26 and 27, the Company’s cash balances, and the
liquidity of the Company’s listed investments, the Directors
are satisfied that the Company has adequate financial
resources to continue in operation for a period of at least
the next 12 months from when the Financial Statements
are authorised for issue and that, accordingly, it is
appropriate to continue to adopt the going concern basis in
preparing the financial statements.
In reaching these conclusions and those in the Viability
Statement, the stress testing conducted also featured
consideration of the long-term effects of the continuing
uncertainty created by the increase in global inflation and
higher interest rates, together with the consequences of
the war in Ukraine and the subsequent long-term effects
on economies and international relations as well as the
more recent war in Gaza.
Furthermore, the departure of Dr. Mark Mobius from MCP
was considered by the Board, and it was concluded that the
Company’s Investment Managers are able to positively
address any challenges.
Other Statutory Information
The following information is disclosed in accordance with
the Companies Act 2006:
l The rules on the appointment and replacement of
directors are set out in the Company’s articles of
association (the “Articles”). A change to the Articles
would be governed by the Companies Act 2006.
l Subject to the provisions of the Companies Act 2006,
to the Articles, and to any directions given by special
resolution, the business of the Company shall be
managed by the Directors who may exercise all the
powers of the Company. The powers shall not be
limited by any special powers given to the Directors by
the Articles and a meeting of the Directors at which a
quorum is present may exercise all the powers
exercisable by the Directors. The Directors’ powers to
buy back and issue shares, in force at the end of the
year, are recorded in the Directors’ Report.
There are no agreements:
(i) to which the Company is a party that might affect its
control following a takeover bid; and/or
(ii) between the Company and its Directors concerning
compensation for loss of office.
By order of the Board
Frostrow Capital LLP
Company Secretary
5 March 2024
REPORT OF THE DIRECTORS continued
41ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
The Board and Committees
Responsibility for effective governance lies with the Board. The governance framework of the Company reflects the fact
that as an investment company it has no employees and outsources portfolio management to Mobius Capital Partners
LLP and Company management, company secretarial, marketing and administrative services to Frostrow Capital LLP.
* The Directors believe that Christopher Casey has the necessary recent and relevant financial experience to chair the Company’s Audit
Committee.
Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be found on the
Company’s website at www.mobiusinvestmenttrust.com. They can also be obtained from the Company Secretary and will
be available for inspection at the AGM.
Given the small size of the Board, the Company does not have a Nomination Committee. Instead, all duties of a
Nomination Committee such as the annual consideration of Directors’ performance and the skills possessed collectively
by the Board as well as the consideration of new appointments, are performed by the Board as a whole.
The Board
Independent Chairman – Maria Luisa Cicognani
Two additional non-executive Directors, all considered independent.
The Board has appointed Christopher Casey as Senior Independent Director.
Key responsibilities:
l to provide leadership and set strategy, values and standards within a framework of prudent effective controls
which enable risk to be assessed and managed;
l to ensure that a robust corporate governance framework is implemented; and
l to challenge constructively and scrutinise the performance of all outsourced activities.
Management Engagement and
Remuneration Committee
Chairman
Gyula Schuch
All Independent Directors
Key responsibilities:
l to review regularly the contracts, performance
and remuneration of the Company’s principal
service providers;
l to set the remuneration policy of the Company; and
l to determine and agree with the Board the
remuneration of the Directors. Where appropriate,
the Committee will consider both the need to
judge the position of the Company relative to
other companies regarding the remuneration of
Directors and the need to appoint external
remuneration consultants.
Audit Committee
Chairman
Christopher Casey*
All Independent Directors
(The Chairman of the Board is also a member
of the Committee)
Key responsibilities:
l to monitor the integrity of the Company’s Annual
Report and financial statements and of the half-
yearly report;
l to oversee the risk and control environment and
financial reporting; and
l to review the performance of the Company’s
external Auditors and to set their remuneration.
CORPORATE GOVERNANCE
42 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Corporate Governance Report
The Company is committed to the highest standards of
corporate governance and the Board is accountable to
shareholders for the governance of the Company’s affairs.
The Board of Mobius Investment Trust plc has considered the
principles and recommendations of the AIC Code of
Corporate Governance published in February 2019 (the “AIC
Code”). The AIC Code addresses all the principles set out in
the UK Corporate Governance Code (the “UK Code”)
published in 2018, as well as setting out additional provisions
on issues that are of specific relevance to the Company.
The Board considers that reporting against the principles
and provisions of the AIC Code (which has been endorsed
by the Financial Reporting Council) will provide better
information to shareholders. By reporting against the AIC
Code, the Company meets its obligations under the UK
Code (and associated disclosure requirements under
paragraph 9.8.6 of the Listing Rules) and as such does not
need to report further on issues contained in the UK Code
that are irrelevant to the Company as an externally-
managed investment company, including the provisions
relating to the role of the chief executive, executive
directors’ remuneration and the internal audit function.
The AIC Code is available on the AIC’s website
www.theaic.co.uk and the UK Code can be viewed on the
Financial Reporting Council’s website www.frc.org.uk. The
AIC Code includes an explanation of how the AIC Code
adapts the principles and provisions set out in the UK Code
to make them relevant for investment companies.
The Company has complied with the principles and
provisions of the AIC Code.
The Corporate Governance Statement on pages 41 to 50
forms part of the Report of the Directors on pages 36
to 40.
In addition to the above, the Board also notes the
publication of the new UK Corporate Governance Code
2024 (“new UK Code”), which will apply to financial years
beginning on or after 1 January 2025. In due course, the
Company will report against the new UK Code.
The Board
The Board is responsible for the effective governance and
the overall management of the Company’s affairs. The
governance framework of the Company reflects the fact that
as an investment company it outsources portfolio
management services to Mobius Capital Partners LLP and
company secretarial, administration, marketing and risk
management services to Frostrow Capital LLP.
The Board’s key responsibilities are to set the strategy,
values and standards; to provide leadership within a controls
framework which enable risks to be assessed and managed;
to challenge constructively and scrutinise performance of all
outsourced activities; and to review regularly the contracts,
performance and remuneration of the Company’s principal
service providers and Investment Manager. The Board is
responsible for all matters of direction and control of the
Company, including its investment policy, and no one
individual has unfettered powers of decision.
The role of the Board is to promote the long-term
sustainable success of the Company, generating value for
shareholders and contributing to wider society.
Board Leadership and Purpose
Purpose and Strategy
The Board assesses the basis on which the Company
generates and preserves value over the long term. The
Strategic Report describes how opportunities and risks to
the future success of the business have been considered
and addressed, the sustainability of the Company’s
business model and how its governance contributes to the
delivery of its strategy.
The Company’s Objective and Investment Policy are set out
on pages 9 and 10.
The purpose and strategy of the Company are described in
the Strategic Report on page 19.
Strategy issues and all material operational matters are
considered at Board meetings.
Board Culture
The Board aims to fully enlist differences of opinion, unique
vantage points and areas of expertise. The Chairman
encourages open debate to foster a supportive and
co-operative approach for all participants. Strategic
decisions are discussed openly and constructively.
The Board aims to be open and transparent with
shareholders and other stakeholders and for the Company
to conduct itself responsibly, ethically and fairly in its
relationships with service providers. It is the Board’s belief
that this contributes to the greater success of the
Company, as well as being an appropriate way to conduct
relations between parties engaged in a common purpose.
Diversity Policy
The Board supports the principle of Boardroom diversity.
The Company’s policy is that the Board and its committees
should be comprised of directors who collectively display
the necessary balance of professional skills, experience,
length of service and industry knowledge and that
appointments to the Board and its committees should be
CORPORATE GOVERNANCE continued
43ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
made on merit, against objective criteria, including
diversity in its broadest sense.
The objective of the policy is to have a broad range of
approaches, backgrounds, skills, knowledge and experience
represented on the Board. The Board believes that this will
make the Board and its committees more effective at
promoting the long-term sustainable success of the
Company and generating value for shareholders by ensuring
there is a breadth of perspective among the Directors and
the challenge needed to support good decision making. To
this end, achieving a diversity of perspectives and
backgrounds on the Board and its committees will be a key
consideration in any director search process.
The gender balance of two men and one woman, as at the
date of this report, is in line with the recommendations of
Lord Davies’ reports on Women on Boards. The Board is
aware that gender representation objectives have been set
for FTSE 350 companies and that targets concerning ethnic
diversity have been recommended for each FTSE 100 board
to have at least one director of colour by 2021 and for each
FTSE 250 board to have the same by 2024.
When appointing new Board members, the Directors will
consider knowledge, skills and experience. However, the
Board will not display any bias for age, gender, race, sexual
orientation, religion, ethnic or national origins, disability, or
educational, professional or socio-economic background in
considering the appointment of its Directors.
Board Diversity
The Board is supportive of the FCA’s recently updated
Listing Rules (LR 9.8.6R(9)) to encourage greater diversity
on listed company boards to the effect that:
(i) at least 40% of the individuals on its board are women;
(ii) at least one of the senior board positions is held by a
woman; and
(iii) at least one individual on the board is from a minority
ethnic background.
The FCA’s disclosure requirements apply to financial years
starting on or after 1 April 2022, and will serve as
guidelines when appointing new directors.
The Board has chosen to align its diversity reporting
reference date with the Company’s financial year end and
proposes to maintain this alignment for future reporting
periods. The Company has met one of the three targets on
board diversity as at its chosen reference date,
30 November 2023: the senior position of Chairman of the
Board is held by a woman.
The relatively small size of the Company’s Board, and
therefore more infrequent vacancies and opportunities for
recruitment, make achieving diversity on the Board a more
challenging, but ongoing process. As succession planning
of the Board progresses over future years, the Company
will continue to strive for increased diversity on its Board
through its Diversity Policy. Further details on the
Company’s appointment process can be found under Board
Composition and Succession on pages 44 and 45.
As required under LR 9.8.6R(10), further details in respect of
the three targets outlined above as at 30 November 2023
are disclosed below. Each Director volunteered how they
wished to be included in the tables.
(a) Table for reporting on gender identity
or sex
Number
As at No. of of senior
30 November Board positions on
2023 members Percentage the Board*
Men 2 66.6 1 (Audit
Chair and SID)
Women 1 33.3 1 (Chair
of the Board)
Not specified/ prefer
not to say – – –
(b) Table for reporting on ethnic background
Number
As at No. of of senior
30 November Board positions on
2023 members Percentage the Board*
White British or other
White (including
minority-white
groups) 3 100 2
Mixed/Multiple
ethnic groups – – –
Asian/Asian British – – –
Black/African/
Caribbean/Black British – – –
Other ethnic group,
including Arab – – –
Not specified/prefer
not to say – – –
* As an externally managed investment company, the Company has no
executive directors, employees or internal operations. The Board has
therefore excluded the columns relating to executive management
from the table above. In addition, the senior positions on the
Company’s Board of the chief executive and the chief financial officer
are not applicable to the Company. In the absence of the
aforementioned roles, the Board considers the Chair of the Audit
Committee to also be a senior position on the Board. Christopher
Casey currently serves as both Senior Independent Director (“SID”)
and Chair of the Audit Committee.
It should be noted that, although all current Board members
are “White British or other White”, diversity is provided
CORPORATE GOVERNANCE continued
44 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
through different nationalities, with one Board member
being Italian, one British and one Austrian.
Directors’ Independence
The Board consists of three non-executive Directors, each
of whom is independent of Mobius Capital Partners LLP
and the Company’s other service providers. No member of
the Board is a Director of another investment company
managed by Mobius Capital Partners LLP, nor has any
Board member been an employee of the Company, Mobius
Capital Partners LLP or any of the Company’s service
providers. Maria Luisa Cicognani and Christopher Casey
were appointed on 5 September 2018 and Gyula Schuch
was appointed on 1 June 2022. All Directors will retire at
the Company’s AGM and seek to be re-elected by
shareholders. Further details regarding the Directors can
be found on page 35.
The Board carefully considers the various guidelines for
determining the independence of non-executive Directors,
placing particular weight on the view that independence is
evidenced by an individual being independent of mind,
character and judgement. All Directors are presently
considered to be independent. Each Director has signed a
letter of appointment to formalise the terms of their
engagement as a non-executive Director, copies of which
are available on request from the Company Secretary and
at the AGM.
Directors’ Other Commitments
During the year, none of the Directors took on an increase
in total commitments. Brief biographical details of the
Directors, including details of their significant
commitments, can be found on page 35. All of the
Directors consider that they have sufficient time to
discharge their duties. When appointing new Directors, the
Board takes into account other demands on the Directors’
time. Any additional external appointments are not
undertaken without prior approval of the Board.
Directors’ Interests
The beneficial interests of the Directors in the Company
are set out on page 57 of this Annual Report.
Meetings
The Board meets formally at least five times each year.
Representatives of Mobius Capital Partners LLP attend all
meetings at which investment matters are discussed;
representatives from Frostrow are in attendance at each
Board meeting. The Chairman encourages open debate to
foster a supportive and co-operative approach for all
participants.
The Board has agreed a schedule of matters specifically
reserved for decision by the Board. This includes
establishing the investment objectives, strategy, the
permitted types or categories of investments, the markets
in which transactions may be undertaken, the amount or
proportion of the assets that may be invested in any
category of investment or in any one investment, and the
Company’s share issuance and share buyback policies.
The Board, at its regular meetings, undertakes reviews of
key investment and financial data, revenue projections and
expenses, analyses of asset allocation, transactions and
performance comparisons, share price and net asset value
performance, marketing and shareholder communication
strategies, the risks associated with pursuing the investment
strategy, peer group information and industry issues.
The Chairman is responsible for ensuring that the Board
receives accurate, timely and clear information.
Representatives of Mobius Capital Partners LLP and
Frostrow report regularly to the Board on issues affecting
the Company.
The Board is responsible for strategy and has established
an annual programme of agenda items under which it
reviews the objectives and strategy for the Company at
each meeting.
Meeting Attendance
The table below sets out the number of scheduled Board
and Committee meetings held during the year ended
30 November 2023 and the number of meetings attended
by each Director.
Management
Engagement &
Audit Remuneration
Board Committee Committee
Number of meetings (5) (2) (1)
Maria Luisa Cicognani 5 2 1
Christopher Casey 5 2 1
Gyula Schuch 5 2 1
In addition to the scheduled Board and Committee
meetings, Directors attended a number of ad hoc Board
and Committee meetings to consider matters such as the
approval of regulatory announcements, share issuances
and changes in the Investment Management team.
Board Composition and Succession
The Directors have performed a full skills review during the
year and have decided that currently, all skills and
experience necessary to run the Company effectively are
represented on the Board.
CORPORATE GOVERNANCE continued
45ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
The Board seeks to ensure that it is well-balanced and
refreshed regularly by the appointment of new directors
with the skills and experience necessary, in particular, to
replace those lost by directors’ retirements. To this end,
a composition and succession plan has been approved to
ensure that the Board is comprised of members who
collectively:
i. display the necessary balance of professional skills,
experience, length of service and industry/Company
knowledge; and
ii. are fit and proper to direct the Company’s business
with prudence and integrity; and provide policy
guidance on the structure, size and composition of the
Board (and its Committees) and the identification and
selection of suitable candidates for appointment to the
Board (and its Committees).
The composition and skills of the Board are reviewed
annually and at such other times as circumstances may
require in order to fill any possible gaps in skills and
experience. Selecting the best candidates, irrespective of
background, is paramount.
The Board will ensure that a robust recruitment process is
undertaken for all director appointments to deliver fair and
effective selection outcomes. Independent advisors may be
appointed to aid directors’ recruitment and to help mitigate
the risk of self-selection from a narrow pool of candidates.
The Board will ensure that any search agency used has no
connection with the Company or any of the Board
members and that the appropriate disclosure is made in
the next annual report.
Where the Board appoints a new Director during the year
or after the year-end and before the Notice of Annual
General Meeting has been published, that Director will
stand for election by shareholders at the next Annual
General Meeting.
Subject to there being no conflict of interest, all Directors
are entitled to vote on candidates for the appointment of
new Directors and to recommend to shareholders the
re-election of Directors at the Annual General Meeting.
Chairman and Senior Independent
Director (“SID”)
The current Chairman, Mrs Cicognani, is deemed by her
fellow independent Board members to be independent and
to have no conflicting relationships. Her biography and
other appointments are detailed on page 35 and the Board
considers that she has sufficient time to commit to the
Company’s affairs as necessary.
Mr Casey is the Senior Independent Director. His biography
and other appointments are detailed on page 35 and the
Board considers that he has sufficient time to commit to
the Company’s affairs as necessary.
Responsibilities of the Chairman and
the SID
The Chairman’s primary role is to provide leadership to the
Board, assuming responsibility for its overall effectiveness
in directing the Company. The Chairman is responsible for:
l taking the chair at general meetings and Board
meetings, conducting meetings effectively and
ensuring that all Directors are involved in discussions
and decision making;
l setting the agenda for Board meetings and ensuring the
Directors receive accurate, timely and clear information
for decision-making;
l taking a leading role in determining the Board’s
composition and structure;
l overseeing the induction of new directors and the
development of the Board as a whole;
l leading the annual board evaluation process and
assessing the contribution of individual directors;
l supporting and also challenging the Investment Manager
(and other suppliers where necessary);
l ensuring effective communications with shareholders
and, where appropriate, stakeholders; and
l engaging with shareholders to ensure that the Board has
a clear understanding of shareholders’ views.
The Senior Independent Director (“SID”) serves as a
sounding board for the Chairman and acts as an
intermediary for other Directors and shareholders. The SID
is responsible for:
l working closely with the Chairman and providing support;
l leading the annual assessment of the performance of
the Chairman;
l holding meetings with the other non-executive Directors
without the Chairman being present, on such occasions
as necessary;
l carrying out succession planning for the Chairman’s role;
l working with the Chairman, other Directors and
shareholders to resolve major issues; and
l being available to shareholders and other Directors to
address any concerns or issues they feel have not been
adequately dealt with through the usual channels of
communication (i.e. through the Chairman or the
Investment Manager).
CORPORATE GOVERNANCE continued
46 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Policy on Director Tenure
The Board subscribes to the view that long-serving
Directors should not be prevented from forming part of an
independent majority. It does not consider that a Director’s
tenure necessarily reduces his or her ability to act
independently and, following formal performance
evaluations, believes that each of the Directors is
independent in character and judgement and that there
are no relationships or circumstances which are likely to
affect their judgement.
The Board’s policy on tenure is that continuity and
experience are considered to add significantly to the
strength of the Board and, as such, no limit on the overall
length of service of any of the Company’s Directors,
including the Chairman, has been imposed. When
considering the length of an individual Director’s service,
the Board will do so in the context of the average length of
tenure of the Board as a whole. In view of its non-executive
nature, the Board considers that it is not appropriate for
the Directors to be appointed for a specific term, although
new Directors are appointed with the expectation that they
will serve for a minimum period of three years subject to
shareholder approval.
All of the Company’s Directors will seek re-election at each
Annual General Meeting, regardless of their length of tenure.
Board Evaluation
An evaluation of the Board and its Committees as well as
the Chairman and the individual Directors is carried out
annually. In addition to evaluations carried out by the Board
collectively, the Management Engagement and
Remuneration Committee on behalf of the Board considers
annually whether an external evaluation should be
undertaken by an independent agency. For the year under
review, this was not considered necessary. However, it was
decided that in respect of the current financial year ending
30 November 2024, a formal Board evaluation be
undertaken by an external independent agency and
reported on in the next annual report.
The Chairman acts on the results of the Board’s evaluation
by recognising the strengths and addressing the
weaknesses of the Board and recommending any areas for
development. If appropriate, the Chairman will propose that
new members are appointed to the Board or will seek the
resignation of Board Directors.
During the year ended 30 November 2023, the
performance of the Board, its committees and individual
Directors (including each Director’s independence) was
again evaluated through a formal assessment process led
by the Chairman. This involved the circulation of a Board
and Committee evaluation checklist, tailored to suit the
nature of the Company, followed by discussions between
the Chairman and each of the Directors. The performance
of the Chairman was evaluated by the other Directors under
the leadership of the Senior Independent Director.
As part of the Board evaluation discussions, each of the
Directors also assessed the overall time commitment of
their external appointments and it was concluded that all
Directors have sufficient time to discharge their duties. This
conclusion was reached on the basis that most external
appointments are non-executive roles which are far less
time-consuming than full-time executive positions in a
trading company would be.
The Chairman is satisfied that the structure and operation
of the Board continues to be effective and relevant and that
there is a satisfactory mix of skills, experience and
knowledge. The Board has considered the position of all the
Directors including the Chairman as part of the evaluation
process and believes that it would be in the Company’s best
interests to propose them for re-election.
Training and Advice
New appointees to the Board are provided with a full
induction programme. The programme covers the
Company’s investment strategy, policies and practices. The
Directors are also given key information on the Company’s
regulatory and statutory requirements as they arise
including information on the role of the Board, matters
reserved for its decision, the terms of reference of the Board
Committees, the Company’s corporate governance practices
and procedures and the latest financial information. It is the
Chairman’s responsibility to ensure that the Directors have
sufficient knowledge to fulfil their role.
On an ongoing basis, and further to the annual evaluation
process, the Company Secretary will make arrangements
for Directors to develop and refresh their skills and
knowledge in areas which are mutually identified as being
likely to be required, or of benefit to them, in carrying out
their duties effectively. Directors will endeavour to make
themselves available for any relevant training sessions
which may be organised for the Board.
The AIC holds regular Director Roundtable events
throughout the year, which are designed to cover the latest
issues and regulatory developments affecting the
investment company sector. The Director Roundtables are
open to all member investment company directors.
Conflicts of Interest
Company Directors have a statutory obligation to avoid a
situation in which they (and connected persons) have, or
can have, a direct or indirect interest that conflicts, or may
possibly conflict, with the interests of the Company.
CORPORATE GOVERNANCE continued
47ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
In line with the Companies Act 2006, the Board has the
power to sanction any potential conflicts of interest that
may arise and impose such limits or conditions that it
thinks fit. A register of interests and external appointments
is maintained and is reviewed at every Board meeting to
ensure that all details are kept up to date. Should a conflict
arise, the Board has the authority to request that the
Director concerned abstains from any relevant discussion,
or vote. Appropriate authorisation will be sought prior to
the appointment of any new directors or if any new
conflicts or potential conflicts arise.
No conflicts of interest arose during the year under review.
Matters Reserved for Decision by
the Board
The Board has adopted a schedule of matters reserved for
its decision. This includes, inter alia, the following:
l Decisions relating to the strategic objectives and
overall management of the Company, including the
appointment or removal of the Investment Manager
and other service providers, establishing the
investment objectives, strategy and performance
comparators, the permitted types or categories of
investments and the proportion of assets that may be
invested in them.
l Requirements under the Companies Act 2006,
including the approval of the half-year and annual
financial statements, the recommendation of the final
dividend (if any), the appointment or removal of the
Company Secretary and determining the policy on
share issuance and buybacks.
l Matters relating to certain Stock Exchange
requirements and announcements, the Company’s
internal controls, and the Company’s corporate
governance structure, policies and procedures.
l Matters relating to the Board and its Committees,
including the terms of reference and membership of
the committees, and the appointment of directors
(including the Chairman and the SID).
Day-to-day investment management is delegated to Mobius
Capital Partners LLP and operational management is
delegated to Frostrow Capital LLP.
The Board takes responsibility for the content of
communications regarding major corporate issues even if
Mobius Capital Partners and Frostrow act as spokesman.
The Board is kept informed of relevant promotional
material that is issued by Mobius Capital Partners.
Risk Management and Internal
Controls
The Board has overall responsibility for the Company’s risk
management and internal control systems and for reviewing
their effectiveness. The Company applies the guidance
published by the Financial Reporting Council on internal
controls. Internal control systems are designed to manage,
rather than eliminate, the risk of failure to achieve the
business objective and can provide only reasonable and not
absolute assurance against material misstatement or loss.
These controls aim to ensure that the assets of the Company
are safeguarded, that proper accounting records are
maintained and that the Company’s financial information is
reliable. The Directors have a robust process for identifying,
evaluating and managing the significant risks faced by the
Company, which are recorded in a risk matrix. The Audit
Committee, on behalf of the Board, considers each risk as
well as reviewing the mitigating controls in place. Each risk is
rated for its “likelihood” and “impact” and the resultant
numerical rating determines its ranking into ‘Principal/Key’,
‘Significant’ or ‘Minor’. This process was in operation during
the year and continues in place up to the date of this report.
The process also involves the Audit Committee receiving and
examining regular reports from the Company’s principal
service providers. The Board then receives a detailed report
from the Audit Committee on its findings. The Directors have
not identified any significant failures or weaknesses in
respect of the Company’s internal control systems.
Information on the Company’s financial, strategic,
operational and macro risk management can be found in
the Strategic Report on pages 22 to 25.
An overview of the Internal Controls structure of the
Company and its service providers is shown overleaf.
CORPORATE GOVERNANCE continued
48 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Internal Controls Structure
The Board has a responsibility for
establishing and assessing internal
controls to ensure the Company
operates effectively, efficiently and
within the risk appetites set by the
Board. As the Company relies on
third-party service providers for all
of its operations, it obtains regular
reports from these counterparties
on the nature and effectiveness of
controls within these organisations.
The Company’s principal service
providers are the Investment
Manager, Mobius Capital Partners,
the Company Secretary,
administrator, and risk manager,
Frostrow Capital, and its custodian
and depositary, Northern Trust.
The Board receives regular
reporting on compliance with the
control environment and assesses
the effectiveness of the internal
controls through review of the
assurance reports from each of
these organisations.
In addition, the Company retains a
number of secondary providers
who report regularly to the Board.
These include the registrar, broker
and financial adviser and legal
adviser. The services provided by
these firms are not integral to the
Company’s operating model and
internal controls and so the
reporting they provide to the Board
on their operations is less stringent.
The Management Engagement
Committee formally evaluates the
performance and service delivery
of all third-party service providers
at least annually and the Audit
Committee evaluates the
performance of the Company’s
external auditor annually, following
the completion of the annual audit
process.
Principal third-party
service providers
The Directors
l receive regular
reporting at meetings;
l review the assurance
report produced by
each organisation;
l receive additional
reporting on the control
environment from each
of the principal third
party service providers;
and
l formally evaluate their
performance on an
annual basis.
Mobius Capital Partners LLP
(Investment Management)
Reporting
l Investment performance update at each meeting
l Internal Control Report (quarterly)
l Compliance Report (quarterly)
l Effectiveness of control environment (annually)
l Portfolio attribution
Northern Trust
(Depositary and Custodian)
Reporting
l Depositary’s Report (semi-annually)
l Effectiveness of control environment (semi-annually)
l Presentation from the Depositary and Custodian (annually)
Frostrow Capital LLP
(Company Secretary, Fund Administrator and Risk Manager)
Reporting
l Balance sheet l Investment limits and restrictions (monthly)
l Liquidity and gearing l Compliance with investment policy and
l Income forecasts guidelines (monthly)
l Portfolio valuation l Compliance report (quarterly)
l Portfolio transactions l Effectiveness of control environment
(annually)
PricewaterhousesCoopers LLP
(Statutory Auditor)
Board of Directors
Entirely independent and non-executive
Sub-committees:
l Audit Committee
l Management Engagement & Remuneration Committee
CORPORATE GOVERNANCE continued
Secondary third-
party service
providers
The Directors
l receive regular
reporting on their
activities at meetings;
and
l formally evaluate their
performance on an
annual basis.
Computershare Investor
Services PLC
(Registrar)
Stephenson Harwood LLP
(Legal Adviser)
Peel Hunt LLP
(Corporate Broker)
49ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Engagement with Stakeholders
As an externally managed investment trust, the Company
does not have employees. Its main stakeholders therefore
comprise a small number of service providers and its
shareholders.
The AIC Code requires the Directors to explain their statutory
duties as stated in sections 171-177 of the Companies Act
2006. Under section 172, directors have a duty to promote
the success of the Company for the benefit of its members
as a whole and, in doing so, have regard to the consequences
of any decisions in the long term, as well as having regard to
the Company’s stakeholders amongst other considerations.
The Board’s report on its compliance with section 172 of the
Companies Act 2006 is contained within the Strategic
Report on pages 29 to 32.
Relationship with the Investment Manager
At each Board meeting, representatives from the Investment
Manager are in attendance to present verbal and written
reports covering their activity, portfolio and investment
performance over the preceding period, and compliance with
the applicable rules and guidance of the FCA. The Investment
Managers also seek approval for specific transactions which
they are required to refer to the Board.
Ongoing communication with the Board is maintained
between formal meetings. The Board and the Investment
Manager operate in a supportive, co-operative and open
environment.
The Management Engagement and Remuneration
Committee evaluates the Investment Manager’s performance
and reviews the terms of the Investment Management
Agreement at least annually. The outcome of this year’s
review is described on page 28.
Relationship with Other Service Providers
Representatives from Frostrow are in attendance at each
Board meeting to address questions on the Company’s
operations, administration and governance requirements.
The Management Engagement and Remuneration
Committee monitors and evaluates all of the Company’s
other service providers, including Frostrow, and also the
Custodian, the Registrars and the Brokers.
At its most recent review, in September 2023, the
Committee concluded that all service providers were
performing well and should be retained on their existing
terms and conditions.
Relations with Shareholders
A detailed analysis of the substantial shareholders in the
Company is provided to the Directors at each Board meeting.
Representatives of Mobius Capital Partners LLP and Frostrow
Capital LLP regularly meet with institutional shareholders
and private client asset managers to discuss strategy and to
understand their issues and concerns and, if applicable, to
discuss corporate governance issues. The results of such
meetings are reported at the following Board meeting.
Regular reports from the Company’s corporate stockbroker
are submitted to the Board on investor sentiment, industry
issues and trends.
The Company aims to provide shareholders with a full
understanding of the Company’s investment objective,
policy and activities, its performance and the principal
investment risks by means of informative annual and half-
yearly reports. This is supplemented by the daily publication
of the net asset value of the Company’s shares through the
London Stock Exchange. The Company’s website,
www.mobiusinvestmenttrust.com is regularly updated and
provides useful information about the Company, including
the Company’s financial reports, monthly factsheets,
quarterly Manager’s commentaries and announcements.
The Company also held several seminars for investors.
Shareholders wishing to communicate with the Chairman,
or any other member of the Board, may do so by writing to
the Company, for the attention of the Company Secretary
at the offices of Frostrow Capital LLP. All shareholders are
encouraged to attend the Annual General Meeting, where
they are given the opportunity to question the Chairman,
the Board and representatives of Mobius Capital
Partners LLP. The Directors welcome the views of all
shareholders and place considerable importance on
communications with them.
Stewardship and Exercise of Voting Powers
The Company’s investment portfolio is managed by Mobius
Capital Partners LLP who have extensive experience with
emerging markets and who have a strong commitment to
effective stewardship.
The Board has delegated discretion to Mobius Capital
Partners LLP to exercise voting powers on its behalf in
respect of shares owned by the Company.
Proxy Voting
The MCP team carefully evaluates companies in global
markets, taking into account different governance
frameworks and market dynamics. Beyond voting, they
proactively engage with all stakeholders, fostering dialogue
on governance best practices and long-term value creation.
During the reporting period, 186 proxies were voted, with
174 in favour, demonstrating support for growth strategies
and governance initiatives. Where appropriate, 12 votes
CORPORATE GOVERNANCE continued
50 MOBIUS INVESTMENT TRUST PLC
were cast against proposals, demonstrating a commitment
to challenging practices that are not in the best interests
of shareholders.
This approach underlines the company's commitment to
responsible investment, sustainable value creation and
strong governance practices.
Nominee Share Code
Where the Company’s shares are held via a nominee
company name, the Company undertakes:
l to provide the nominee company with multiple copies
of shareholder communications, so long as an
indication of quantities has been provided in advance;
and
l to allow investors holding shares through a nominee
company to attend general meetings, provided the
correct authority from the nominee company is
available.
Nominee companies are encouraged to provide the
necessary authority to underlying shareholders to attend,
speak and vote at the Company’s general meetings.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in the
Company’s shares, the Directors’ authorities to issue and
repurchase the Company’s shares, and the voting rights of
the shares are set out in the Report of the Directors on
page 39.
Company Secretary
The Board has direct access to the advice and services of
the Company Secretary, Frostrow, which is responsible for
ensuring that the Board and Committee procedures are
followed and that the Company complies with applicable
regulations. The Company Secretary is also responsible to
the Board for ensuring timely delivery of information and
reports and that statutory obligations of the Company
are met.
Independent Professional Advice
The Board has formalised arrangements under which the
Directors, in the furtherance of their duties, may seek
independent professional advice at the Company’s expense.
Legal advice was sought during the year in respect of
Dr Mark Mobius’s departure from Mobius Capital Partners
LLP and the correct dissemination of this information by
the Company to the market.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities on page 51
describes the Directors’ responsibility for preparing this
annual report.
The Audit Committee Report, beginning on page 52,
explains the work undertaken to allow the Directors to
make this statement and to apply the going concern basis
of accounting. It also sets out the main roles and
responsibilities and the work of the Audit Committee
throughout the year, and describes the Directors’ review of
the Company’s risk management and internal control
systems.
A description of the principal risks facing the Company and
an explanation of how they are being managed is provided
in the Strategic Report on pages 21 to 25.
The Board’s assessment of the Company’s longer-term
viability is set out in the Business Review on pages 26
and 27.
Remuneration
The Directors’ Remuneration Report beginning on page 56
sets out the levels of remuneration for each Director and
explains how Directors’ remuneration is determined.
Frostrow Capital LLP
Company Secretary
5 March 2024
CORPORATE GOVERNANCE continued
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
51ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”, and
applicable law).
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that
period. In preparing the financial statements, the Directors
are required to:
l select suitable accounting policies and then apply
them consistently;
l state whether applicable United Kingdom Accounting
Standards, comprising FRS 102 have been followed,
subject to any material departures disclosed and
explained in the financial statements;
l make judgements and accounting estimates that are
reasonable and prudent; and
l prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the company
and enable them to ensure that the financial statements
and the Directors’ Remuneration Report comply with the
Companies Act 2006.
The Directors are also responsible for the maintenance and
integrity of the Company’s website. Legislation in the
United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ Confirmations
The Directors consider that the Annual Report and
Financial Statements, taken as a whole, are fair, balanced
and understandable and provide the information necessary
for shareholders to assess the Company’s position,
performance, business model and strategy.
Each of the Directors, whose names and functions are
listed in the ‘Board of Directors’ on page 35 confirm that,
to the best of their knowledge:
l the Company’s Financial Statements, which have been
prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 102, give a true
and fair view of the assets, liabilities, financial position
and profit of the Company; and
l the Strategic Report includes a fair review of the
development and performance of the business and the
position of the Company, together with a description of
the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Report
of the Directors is approved:
l so far as the Director is aware, there is no relevant
audit information of which the Company’s auditors are
unaware; and
l they have taken all the steps that they ought to have
taken as a Director in order to make themselves aware
of any relevant audit information and to establish that
the Company’s auditors are aware of that information.
Approved by the Board of Directors and signed on its
behalf by
Maria Luisa Cicognani
Chairman
5 March 2024
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
In respect of the Annual Report and the Financial Statements
52 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Introduction from the Chairman
I am pleased to present my fifth formal report to
shareholders as Chairman of the Audit Committee, for the
year ended 30 November 2023.
Role, Composition and Meetings
The role of the Committee is to ensure that shareholder
interests are properly protected in relation to the
application of financial reporting and internal control
principles, risk management and to assess the
effectiveness of the audit. The Committee’s role and
responsibilities are set out in full in its terms of reference
which are available for review on the Company’s website at
www.mobiusinvestmenttrust.com.
Due to the small size of the Board, the Audit Committee
comprises the whole Board (all Directors are independent
and non-executive), including the Chairman of the
Company. In accordance with the terms of reference of the
Committee, the Chairman of the Board may be a member
of the Committee, but may not act as the Committee
Chairman.
The Committee has sufficient recent and relevant financial
experience and, as a whole, has competence relevant to the
sector in which the Company operates. I am also the audit
committee chairman of various other listed companies and
was, previously, an audit partner at KPMG LLP.
The other Committee members have a combination of
financial, investment and other relevant experience gained
throughout their careers. The experience of the members
of the Committee can be assessed from the Directors’
biographies set out on page 35.
The Committee met twice during the year under review and
once more since the year-end. Attendance by each Director
during the year is shown in the table on page 44.
Responsibilities of the Audit
Committee
As Chairman of the Committee I can confirm that the
Committee’s main responsibilities during the year are set
out below, together with brief descriptions of how these
responsibilities are being discharged.
1. To review the Company’s half-year and annual
financial statements together with announcements
and other filings relating to the financial performance
of the Company. In particular, the Committee assesses
whether the financial statements are fair, balanced and
understandable, allowing shareholders to assess the
Company’s strategy, investment policy, business model,
financial performance e and financial position at each
period-end.
2. To review the risk management and internal control
processes of the Company and its key service providers.
As part of this review the Committee assesses the
appropriateness of the Company’s anti-bribery and
corruption policy and also its policy on the prevention of
the facilitation of tax evasion. The Committee also
reviews the internal controls in place at the Company’s
AIFM and Investment Manager, its Registrar and its
Depositary and undertakes a full review of the
Company’s risk register.
3. To recommend the appointment of the external
Auditors, and agreeing the scope of their work and
their remuneration, reviewing their independence and
the effectiveness of the audit process. Also, to be
responsible for the selection process of the external
Auditors.
4. To consider any non-audit work to be carried out by
the Auditors. The Audit Committee reviews the need
for non-audit services to be performed by the Auditors
in accordance with the Company’s non-audit services
policy, and authorises such on a case-by-case basis
having given consideration to the cost effectiveness of
the services and the objectivity of the Auditors (see
page 54 for further information).
5. To consider the need for an internal audit function.
Since the Company delegates its day-to-day operations
to third parties and has no employees, the Committee
has determined there is no requirement for such a
function.
6. To ensure compliance with Section 1158 of the
Corporation Tax Act 2010, by obtaining confirmation
that the Company continues to meet the regulatory
requirements.
Significant Issues Considered by the
Audit Committee during the Year
In summary, additional to the Committee’s core
responsibilities, the main matters arising in relation to
2023 were:
l The Committee is aware of the increase in fraudulent
activity over the past years exploiting organisations.
Following an assessment and identification of types of
fraud that the Company could be exposed to, it was
believed that the Company’s key service providers had
adequate, robust controls in place to mitigate the
event of any fraudulent activity.
l The Committee noted the consultation published by
the Department of Business, Energy and Industrial
Strategy as well as the Position Paper published by the
FRC, on restoring trust in audit and corporate
AUDIT COMMITTEE REPORT
for the year ended 30 November 2023
53ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
governance, and will continue to monitor the timescale
for implementation of these proposals.
These matters were discussed by the Committee and any
recommendations were fully considered and
recommendations were then made to the Board.
Internal Controls and Risk Management
The Directors have identified main areas of risk as
described in the Strategic Report on pages 22 to 25. They
have set out the actions taken to evaluate and manage
these risks. The Committee reviews the various actions
taken and satisfies itself that they are sufficient: in
particular the Committee reviews the Company’s schedule
of key risks at each meeting and requires amendments to
both risks and mitigating actions if necessary.
The Board has overall responsibility for the Company’s risk
management and systems of internal controls and for
reviewing their effectiveness. In common with the majority
of investment trusts, investment management, accounting,
company secretarial and custodial services have been
delegated to third parties. The effectiveness of the internal
controls is assessed on a continuing basis by the Company
Secretary, the Investment Manager and the Depositary.
Each maintains its own systems and the Committee
receives regular reports from them. The Committee is
satisfied that appropriate systems have been in place for
the year under review.
Meetings and Business
Representatives of Frostrow and the Investment Manager
attended each of the Committee’s meetings and reported
as to the proper conduct of business in accordance with
the regulatory environment in which the Company and the
Investment Manager operate. The Committee also met the
Auditors twice during the year.
In addition to the formal Audit Committee meetings as
Audit Committee Chairman, I maintain ongoing, less formal
communications with the Investment Manager, Frostrow
and the Company’s auditors as need dictates.
The following matters were dealt with at the meetings:
February 2023
l Consideration and review of the annual results and the
Auditors’ report to the Committee;
l Approval of the Annual Report and Financial
Statements;
l Review of the Depositary’s Report for the period ended
30 November 2022;
l Review of the Investment Manager’s internal controls;
l Review of the relevant internal controls reports of
Frostrow, the Depositary and the Registrar;
l Review of the policies and procedures for the detection
of fraud and cyber security and the measures for these
put in place by the key service providers;
l Review of the key service providers’ ongoing business
resilience, in particular in respect of financial crime,
cyber crime and information security;
l Review of the Company’s risk matrix;
l Review of the Company’s policies in respect of anti-
bribery and corruption as well as anti-tax evasion;
l Review of the Company’s Non-Audit Services Policy;
l Evaluation of the Committee’s effectiveness.
July 2023
l Consideration and review of the half-yearly report and
financial statements;
l Approval of the half-yearly report;
l Review of the Committee’s terms of reference;
l Review of the Investment Manager’s Systems and
Controls Report as well as the Investment Manager’s
Compliance Monitoring Review;
l Review of the Depositary’s Report for the six months
ended 31 May 2023;
l Review of the Company’s risk matrix;
l Approval of the Auditors’ engagement letter and
review of their plan for the 2023 audit.
Annual Report
The Annual Report is the responsibility of the Board. The
Directors’ Responsibility Statement is contained on page 51.
The Board looks to the Committee for advice in relation to
the Financial Statements both as to their form and content,
and on any specific areas requiring judgement.
Although the Committee did not identify any significant
issues as part of its review of the Annual Report and
Financial Statements, it paid particular attention to:
Accounting Policies
The Accounting policies, as set out on pages 71 to 73, have
been applied throughout the year. In light of there being no
unusual transactions during the year or other possible
reasons, the Committee found no reason to change any of
the policies.
Existence of Investments
Reassurance was sought from the Depositary concerning
the safekeeping of the Company’s investments.
Valuation of Investments
The Committee reviewed the robustness of the
Administrator’s processes in place for recording investment
AUDIT COMMITTEE REPORT continued
54 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
transactions as well as ensuring the valuation of investments
is in accordance with adopted accounting policies.
Recognition of Revenue from Investments
The Committee received assurance that all dividends
receivable, including special dividends, had been accounted
for appropriately.
Going Concern
Having considered the Company’s financial position, the
Committee satisfied itself that it is appropriate for the
Board to present the Financial Statements on the going
concern basis.
Long-term Viability
The Committee satisfied itself that it is appropriate for the
Board to make the statement on pages 26 and 27, that
they have a reasonable expectation that the Company will
be able to continue its operations over the next five years.
Taxation
The Committee confirmed the position of the Company in
respect of compliance with investment trust status and
satisfied itself that the Company continues to meet the
eligibility conditions.
The Committee also monitored closely the position with
regard to the reclamation of withholding tax and the
payment of other capital taxes. The Company employs a
number of specialist local agents (in jurisdictions such as
Taiwan and India) to assist in the process.
Internal Audit
Since the Company delegates its day-to-day operations to
third parties and has no employees, the Committee again
determined that there is no requirement for such a
function.
Half-year Financial Statements
The Committee reviewed the half-year financial statements
of the Company as well as the half-year results
announcement before recommending their approval to
the Board.
External Auditors
The Audit
The nature and scope of the audit for the year, together
with PricewaterhouseCoopers LLP’s audit plan, were
considered by the Committee on 25 July 2023. The
Committee then met PricewaterhouseCoopers LLP on
21 February 2024 to formally review the outcome of the
audit and to discuss the limited issues that arose. The
Committee also discussed the presentation of the Annual
Report with the Auditors and sought their perspective.
Independence and Effectiveness
In order to fulfil the Committee’s responsibility regarding
the independence of the Auditors, the Committee reviewed:
– the senior audit personnel in the audit plan for the year,
– the Auditors’ arrangements concerning any potential
conflicts of interest,
– the extent of any non-audit services, and
– the statement by the Auditors that they remain
independent within the meaning of the regulations and
their professional standards.
In order to consider the effectiveness of the audit process,
the Committee reviewed:
– the Auditors’ fulfilment of the agreed audit plan,
– the report arising from the audit itself, and
– feedback from the Company’s Manager.
A summary of the Company’s policy on the provision of
non-audit services by the Auditors to the Company can be
found below.
The Committee is satisfied with the Auditors’
independence and the effectiveness of the audit process,
together with the degree of diligence and professional
scepticism brought to bear.
Appointment and Tenure
PricewaterhouseCoopers LLP were appointed as the
Auditors of the Company shortly after the incorporation of
the Company. Ms Colleen Local has been the Engagement
Leader allocated to the Company by
PricewaterhouseCoopers LLP since the audit for the year
ended 30 November 2021.
In accordance with the current legislation, the Company is
required to instigate a tender process for Auditors at least
every 10 years and will have to change its auditor after a
maximum of 20 years. In addition, the nominated
Engagement Leader will be required to rotate after serving
a maximum of 5 years with the Company; it is therefore
anticipated that Ms Local will serve as Engagement Leader
until completion of the audit process the year ended
30 November 2025. The Company has complied throughout
the year ended 30 November 2023 with the provisions of
the Statutory Audit Services Order 2014, issued by the
Competition and Markets Authority (“CMA Order”).
The re-appointment of PricewaterhouseCoopers LLP as
Auditors to the Company will be submitted for shareholder
approval, together with a separate Resolution to authorise
the Committee to determine the remuneration of the
Auditors, at the AGM to be held on 23 April 2024.
Non-Audit Services
The Company operates on the basis whereby the provision
of all non-audit services by the Auditors has to be
AUDIT COMMITTEE REPORT continued
55ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
pre-approved by the Audit Committee, in accordance with
MMIT's Non-Audit Services Policy. Such services are only
permissible where no conflicts of interest arise, the service
is not expressly prohibited by audit legislation, where the
independence of the Auditors is not likely to be impinged by
undertaking the work and the quality and the objectivity of
both the non-audit work and audit work will not be
compromised. In particular, non-audit services may be
provided by the Auditors if they are inconsequential or
would have no direct effect on the Company’s financial
statements and the audit firm would not place significant
reliance on the work for the purposes of the statutory audit.
During the year under review, PricewaterhouseCoopers
LLP have carried out no non-audit work.
Effectiveness of the Committee
A formal internal Board review which included reference to
the Audit Committee’s effectiveness, was undertaken by
the Chairman of the Company during the year. As part of
the evaluation, the Committee reviewed the following:
- the composition of the Committee;
- the leadership of the Committee Chairman;
- the Committee’s monitoring of compliance with
corporate governance requirements;
- the Committee’s review of the quality and
appropriateness of financial accounting and reporting;
- the Committee’s review of significant risks and internal
controls; and
- the Committee’s assessment of the independence,
competence and effectiveness of the Company’s
external auditors.
It was concluded that the Committee was performing
satisfactorily and there were no formal recommendations
made to the Board.
Christopher Casey
Chairman of the Audit Committee
5 March 2024
AUDIT COMMITTEE REPORT continued
56 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
DIRECTORS’ REMUNERATION REPORT
for the year ended 30 November 2023
Statement from the Chairman
of the Management Engagement and
Remuneration Committee
I am pleased to present the Directors’ Remuneration Report
to shareholders. This report has been prepared in accordance
with the requirements of the Companies Act 2006.
The Directors’ Remuneration Report is subject to an annual
advisory vote and therefore an Ordinary Resolution for the
approval of this report will be put to shareholders at the
Company’s forthcoming Annual General Meeting (“AGM”).
The law requires the Company’s Auditors to audit certain
disclosures provided in this report. Where disclosures have
been audited, they are indicated as such and the Auditors’
audit opinion is included in their report to shareholders on
pages 60 to 67.
As noted in the Strategic Report, all of the Directors are
non-executive and therefore there is no Chief Executive
Officer. The Company does not have any employees. There
is therefore no CEO or employee information to disclose.
The Management Engagement and Remuneration
Committee considers the framework for the remuneration
of the Directors. It reviews the ongoing appropriateness of
the Company’s remuneration policy and the individual
remuneration of Directors by reference to the activities of
the Company and comparison with other companies of a
similar structure and size. This is in-line with the AIC Code.
The Directors exercise independent judgement and
discretion when authorising remuneration outcomes,
taking into account the Company’s performance together
with wider circumstances.
At the most recent review, held in September 2023, it was
agreed that for the year ending 30 November 2024, the
Directors’ fees will remain as follows:
The Chairman – £40,000
The Chairman of the Audit Committee – £35,000
Non-executive Directors – £30,000
As noted in previous annual reports, Directors’ fees should
be reviewed annually and increased as necessary in line
with the peer group and the market.
No advice from remuneration consultants was received
during the year under review although a review of
remuneration of the Company’s peer group of investment
companies was undertaken along with research by Trust
Associates Limited which indicated that the Company’s
remuneration levels were roughly in line with market
averages.
Directors’ Fees
The Directors, as at the date of this report, and who have
all served during the year, received the fees listed in the
table below. These exclude any employer’s national
insurance contributions, if applicable. No other forms of
remuneration were received by the Directors and so fees
represent the total remuneration of each Director.
No communications have been received from shareholders
regarding Directors’ remuneration.
Articles 126 and 127 of the Articles of Association provide
that Directors are entitled to be reimbursed for reasonable
expenses incurred by them in connection with the
performance of their duties and attendance at Board and
General Meetings.
Under HMRC guidance, travel expenses and other out of
pocket expenses may be considered as taxable benefits for
the Directors. Where expenses reimbursed to the Directors
are classed as taxable under HMRC guidance, they are
shown in the taxable expenses column of the Directors’
remuneration table along with the associated tax liability
which is settled by the Company.
Approval
A resolution to approve the Remuneration Report will be
put to shareholders at the AGM of the Company to be held
on 23 April 2024.
The Remuneration Policy as set out on page 59 will apply
until it is next put to shareholders for renewed approval,
which must be at intervals of not more than three years or
when the Directors’ Remuneration Policy is varied, in which
case shareholder approval for the new Directors’
Remuneration Policy will be sought. Following approval of
the Directors’ Remuneration Policy at the AGM in 2023, it is
expected that the policy will next be put to shareholders at
the AGM in 2026.
57ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Directors’ Remuneration history
The table below contains the annual percentage change in remuneration over the three years prior to 30 November 2023
in respect of the various director roles:
Annualised fees Year to Year to Year to Year to
to 30 November 30 November 30 November 30 November 30 November
Fee Rates 2019 2020 2021 2022 2023
Chairman of the Board £35,000 £35,000 £35,700 £37,000 £40,000
0% +2.0% +3.6% +8.1%
Chair of Audit Committee £30,000 £30,000 £30,600 £32,000 £35,000
0% +2.0% +4.6% +9.4%
Non-executive Director £25,000 £25,000 £25,500 £27,000 £30,000
0% +2.0% +5.9% +11.1%
Additional fees – – – – –
Relative Cost of Directors’
Remuneration
The bar chart below shows the comparative cost of the
Company’s Directors’ fees compared with the level of
dividend distribution and repurchase of the Company’s
shares (buy-backs) for the years ended 30 November 2023
and 30 November 2022.
This disclosure is a statutory requirement. The Directors,
however, do not consider that the comparison of Directors’
remuneration with distribution to shareholders is a
meaningful measure of the Company’s overall performance.
Directors’ Interests in Shares
(audited information)
The Directors’ interests in the share capital of the Company
are shown in the table below:
Number of
shares held
30 November
2023
Maria Luisa Cicognani Beneficial 72,927
Christopher Casey Beneficial 10,000
Gyula Schuch – –
Since the year end there have not been any changes in the
Directors’ interests.
There are no provisions included within the Company’s
Articles of Association which require Directors to hold
shares in the Company.
Directors’ Fees
2023
Repurchase of
Company’s shares
2023
0
200
400
600
800
1000
1200
1400
1600
1800
2000
£’000
Directors’ Fees
2022
Dividends
2022
Dividends
2023
Repurchase of
Company’s shares
2022
DIRECTORS’ REMUNERATION REPORT continued
Fixed Taxable Total
Date of Fees Expenses Remuneration
Appointment 2023 2023 2023
to the Board £ £ £
Maria Luisa Cicognani 5 September 2018 £40,000 – £40,000
Christopher Casey 5 September 2018 £35,000 £2,192 £37,192
Gyula Schuch 1 June 2022 £30,000 – £30,000
£105,000 £2,192 £107,192
58 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
Loss of Office
Directors do not have service contracts with the Company
but are engaged under Letters of Engagement. These
specifically exclude any entitlement to compensation upon
leaving office for whatever reason.
Share Price Total Return
The chart illustrates the shareholder return for a holding in
the Company’s Shares compared with the MSCI Emerging
Markets – Mid Cap net total return (Index) from launch to
30 November 2023.
Total Shareholder Return for the
Period from inception to
30 November 2023^
Source: Morningstar
Rebased to 100 as at 1 October 2018
^Alternative performance measure, see Glossary beginning on page 84
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the period ended 30 November 2022 was approved by shareholders at the
Annual General Meeting held on 26 April 2023.
26,995,247 votes (99.65%) were in favour, with 93,500 votes (0.35%) against and no votes withheld. Any proxy votes
which were at the discretion of the Chairman were included in the “for” total.
The Directors' Remuneration Policy was also approved by shareholders at the last Annual General Meeting held on
26 April 2023.
26,960,104 votes (99.65%) were in favour, with 93,651 votes (0.35%) against and 34,992 votes withheld. Any proxy votes
which were at the discretion of the Chairman were included in the ”for” total.
Current and projected Directors' fees
Projected fees
for the year to Fees for the year to
30 November 2024 30 November 2023
Chairman £40,000 £40,000
Audit Committee Chairman/Senior Independent Director £35,000 £35,000
Non-executive Director £30,000 £30,000
Tot al £105,000 £105,000
Index +20.0%
Share Price +34.7%
Net Asset Value
Per Share +49.5%
Oct-18
Nov-18
Nov-19
Nov-20
Nov-21
Nov-22
Nov-23
20
40
60
80
100
120
140
160
180
%
DIRECTORS’ REMUNERATION REPORT continued
59ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Directors’ Remuneration Policy
The Company’s Remuneration Policy provides that fees
payable to the Directors should reflect the time spent by
the Board on the Company’s affairs and the responsibilities
borne by the Directors. The level of remuneration is set with
reference to comparable organisations and appointments,
in order to attract individuals of a high calibre.
The remuneration of the Directors is determined within the
limits set out in the Company’s Articles of Association,
which state that the aggregate amount of Directors’ fees
shall not exceed £300,000 in any financial year or such
larger amount as the Company may by ordinary resolution
decide. Directors’ remuneration comprises solely Directors’
fees. The Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or
other benefits.
None of the Directors has a service contract. The terms of
their appointment provide that Directors shall retire and be
subject to election at the first Annual General Meeting
(“AGM”) of the Company after their appointment and to
re-election annually thereafter. The terms also provide that
a Director may be removed without notice and that
compensation will not be due on leaving office.
In accordance with the Company’s Articles of Association,
Directors are entitled to be paid all reasonable travel, hotel
or other expenses incurred in the performance of their
duties, including expenses incurred in attending Board or
shareholder meetings. Directors are also entitled to be paid
additional remuneration for rendering or performing extra
or special services of any kind, requiring them to commit
significant extra time to the Company. The current and
projected Directors’ fees for 2023 and 2024 are shown in
the table on the previous page.
Fees for any new Director appointed will be on the above
basis. Fees payable in respect of subsequent years will be
determined following an annual review, with any increases
to be in line with the peer group and the market. Any views
expressed by shareholders with regards to fees paid to
Directors will be taken into consideration by the
Management Engagement and Remuneration Committee
and the Board.
In accordance with the regulations, an ordinary resolution
to approve the Directors’ Remuneration Policy will be put
to shareholders at least once every three years. The policy
was approved by shareholders at the AGM held on 26 April
2023 and thereafter is expected to be next on the AGM
agenda in 2026.
Annual Statement
On behalf of the Board, I confirm that the Remuneration
Policy, set out above, and this Remuneration Report
summarise, as applicable, for the year ended 30 November
2023:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’
remuneration made during the year; and
(c) the context in which the changes occurred and
decisions have been taken.
Gyula Schuch
Chairman of the Management Engagement and
Remuneration Committee
5 March 2024
DIRECTORS’ REMUNERATION REPORT continued
60 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Report on the audit of the financial statements
Opinion
In our opinion, Mobius Investment Trust plc’s financial statements:
l give a true and fair view of the state of the company’s affairs as at 30 November 2023 and of its return for the year
then ended;
l have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law); and
l have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial
Position as at 30 November 2023; the Income Statement and the Statement of Changes in Equity for the year then
ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Overview
Audit scope
l The Company is a standalone Investment Trust Company. The principal service providers to the Company are Mobius
Capital Partners LLP, which acts as AIFM, and Frostrow Capital LLP, which acts as company secretary and
administrator.
l The Board of Directors and the AIFM engage The Northern Trust Company (the “Custodian”) to carry out duties of
safekeeping and cashflow monitoring agent.
l We conducted our audit of the Financial Statements using information from the AIFM, Frostrow Capital LLP, and
Northern Trust Global Services plc, with whom Frostrow Capital LLP has engaged to provide certain administrative
functions.
l We tailored the scope of our audit taking into account the types of investments held by the Company, the
involvement of the third parties referred to above, the accounting processes and controls, and the industry in which
the Company operates.
l We obtained an understanding of the control environment in place at both the AIFM and Northern Trust Global
Services plc and adopted a fully substantive testing approach using reports obtained from these entities.
Key audit matters
l Income from and gains on investments
l Valuation and existence of Investments held at fair value through profit or loss
INDEPENDENT AUDITORS’ REPORT
to the members of Mobius Investment Trust plc
61ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Materiality
l Overall materiality: £1,665,000 (2022: £1,440,000) based on 1% of net assets.
l Performance materiality: £1,248,000 (2022: £1,080,000).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit
of the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters,
and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Income from and gains on investments
Refer to the Note 1 Accounting Policies, Note 2 Income and
Note 8 Investments held at fair value through profit or loss.
We focused on the accuracy, occurrence and completeness
of both net capital gains/losses on investments and
dividend income.
We assessed the presentation of income and gains / losses
in the Statement of Comprehensive Income in accordance
with the requirements of The Association of Investment
Companies’ Statement of Recommended Practice (the “AIC
SORP”).
We assessed and found that the accounting policies
implemented were in accordance with FRS 102 and the AIC
SORP, and that income (revenue and capital gains and
losses on investments) has been accounted for in
accordance with the stated accounting policy.
We understood and assessed the design and
implementation of key controls surrounding income
recognition.
Dividend Income
We tested the accuracy of all dividend receipts by agreeing
the dividend rates for investments to independent market
data.
We tested occurrence by testing that all dividends recorded
in the year had been declared in the market by investment
holdings, and we traced a sample of dividends received to
bank statements.
To test for completeness, we tested that the appropriate
dividends had been received in the year by reference to
independent data of dividends declared for all dividends
during the year for all investments.
We tested the allocation and presentation of dividend
income between the revenue and capital return columns of
the Statement of Comprehensive Income in line with the
requirements set out in the AIC SORP by determining the
reasons behind dividend distributions.
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
62 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Key audit matter How our audit addressed the key audit matter
Gains/losses on investments at fair value through profit
or loss
The gains/losses on investments held at fair value
comprise realised and unrealised gains/losses.
For unrealised gains and losses, we tested the valuation of
the portfolio at the year-end, together with testing the
reconciliation of opening and closing investments, and
have thereby assessed the accuracy of the gains/losses
recorded.
We have also verified the occurrence of the gains/losses
through our testing of the existence of investments.
For realised gains/losses, we tested a sample of disposals
by agreeing the proceeds to bank statements in order to
verify the occurrence of the gain/loss. We re-performed
the calculation of a sample of realised gains/losses in order
to assess the accuracy of the gains/losses recorded.
Based on the audit procedures performed and evidence
obtained, we concluded that income from and losses on
investments was not materially misstated.
Valuation and existence of Investments held at fair value
through profit or loss
Refer to Note 1(b) Accounting Policies and Note 8
Investments held at fair value through profit or loss.
The investment portfolio as at 30 November 2023
comprised listed equity investments.
We focused on the valuation and existence of investments
because investments represent the principal element of
the net asset value as disclosed in the Statement of
Financial Position in the financial statements.
We tested the valuation of the listed investments by
agreeing the prices used in the valuation to independent
third party sources.
We tested the existence of listed investments by agreeing
the holdings to an independent confirmation from the
Custodian, as at 30 November 2023.
No material misstatements were identified from this
testing.
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
63ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the company, the accounting processes and controls,
and the industry in which it operates.
The company is a standalone authorised, closed ended investment company that has outsourced the management and
safekeeping of its assets to Mobius Capital Partners LLP (Mobius) and The Northern Trust Company respectively. The
company’s accounting is delegated to Frostrow Capital LLP (Frostrow) who provide company secretarial and
administrative services. We applied professional judgement to determine the extent of testing required over each balance
in the financial statements and obtained our audit evidence, which was substantive in nature, from Mobius and Frostrow.
The impact of climate risk on our audit
In conducting our audit, we made enquiries of the Directors and the Investment Manager to understand the extent of the
potential impact of climate change risk on the company’s financial statements. The Directors and Investment Manager
concluded that the impact on the measurement and disclosures within the financial statements is not material because
the company’s investment portfolio is made up of level 1 quoted securities which are valued at fair value based on market
prices. We found this to be consistent with our understanding of the company’s investment activities. We also considered
the consistency of the climate change disclosures included in the Strategic Report with the financial statements and our
knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company materiality £1,665,000 (2022: £1,440,000).
How we determined it 1% of net assets
Rationale for benchmark applied We believe that net assets is the primary measure used by the shareholders in
assessing the performance of the entity, and is a generally accepted auditing
benchmark. This benchmark provides an appropriate and consistent year on
year basis for our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall
materiality, amounting to £1,248,000 (2022: £1,080,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£83,000 (2022: £72,000) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
64 MOBIUS INVESTMENT TRUST PLC
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INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of
accounting included:
l evaluating the directors’ risk assessment and considering whether it addressed relevant threats;
l evaluating the directors’ assessment of potential operational impacts, their oversight over third-party providers,
considering consistency with other available information, and our understanding of the business and assessed the
potential impact on the financial statements;
l reviewing the directors’ assessment of the company’s financial position in the context of its ability to meet future
expected operating expenses, their assessment of liquidity as well as their review of the operational resilience of the
company;
l assessing the premium/discount at which the company’s share price trades compared to the net asset value per
share; and
l assessing the implication of significant reductions in Net Asset Value (NAV) as a result of market performance on the
ongoing ability of the company to operate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
company's ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement
of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report based on these responsibilities.
With respect to the Report of the Directors, we also considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
65ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Report of the
Directors for the year ended 30 November 2023 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we
did not identify any material misstatements in the Report of the Directors.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and
that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
l The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
l The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
l The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the
company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
l The directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and
why the period is appropriate; and
l The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue
in operation and meet its liabilities as they fall due over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the company was substantially less in scope
than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the financial statements and our knowledge and understanding of
the company and its environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
l The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the company's position,
performance, business model and strategy;
l The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
l The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
66 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation
of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with
laws and regulations related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to
which non-compliance might have a material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated
management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were related to posting inappropriate journal entries to
increase revenue (investment income and capital gains) or to increase net asset value.. Audit procedures performed by
the engagement team included:
l discussions with the Manager and the Audit Committee, including specific enquiry of known or suspected instances
of non compliance with laws and regulation and fraud where applicable;
l reviewing relevant meeting minutes, including those of the Audit Committee;
l assessment of the company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010,
including recalculation of numerical aspects of the eligibility conditions;
l identifying and testing journal entries, in particular any material or revenue-impacting manual journal entries posted
as part of the Annual Report preparation process; and
l designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample
is selected.
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
67ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
l we have not obtained all the information and explanations we require for our audit; or
l adequate accounting records have not been kept by the company, or returns adequate for our audit have not been
received from branches not visited by us; or
l certain disclosures of directors’ remuneration specified by law are not made; or
l the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the directors on 7 November 2018 to audit
the financial statements for the year ended 30 November 2019 and subsequent financial periods. The period of total
uninterrupted engagement is 5 years, covering the years ended 30 November 2019 to 30 November 2023.
Colleen Local (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 March 2024
INDEPENDENT AUDITORS’ REPORT continued
to the members of Mobius Investment Trust plc
68 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
Year ended Year ended
30 November 2023 30 November 2022
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Gains/(losses) on investments held at fair value 8 – 14,434 14,434 – (20,444) (20,444)
Exchange losses on foreign currencies – (210) (210) – (185) (185)
Income 2 2,802 – 2,802 2,859 – 2,859
Investment management and management
service fees 3 (541) (1,263) (1,804) (529) (1,235) (1,764)
Other expenses 4 (492) – (492) (480) – (480)
Return/(losses) on ordinary activities
before taxation 1,769 12,961 14,730 1,850 (21,864) (20,014)
Taxation on ordinary activities 5 (154) (1,449) (1,603) (302) (325) (627)
Return/(losses) after taxation attributable to
equity shareholders 1,615 11,512 13,127 1,548 (22,189) (20,641)
Return/(losses) per share basic and diluted 7 1.45p 10.34p 11.79p 1.42p (20.38)p (18.96)p
The total column of this statement represents the Company’s Income Statement. The Revenue and Capital columns are
supplementary to this and are prepared under guidance published by the Association of Investment Companies (AIC).
All items in the above statement derive from continuing operations.
The Company had no other comprehensive income or expenses other than those shown above and therefore no separate
Statement of Other Comprehensive Income has been presented.
The accompanying notes on pages 71 to 80 are an integral part of these financial statements.
INCOME STATEMENT
for the year ended 30 November 2023
69ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
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Report Governance Auditors’ Report Statements and Notice of AGM
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 November 2023
Capital
Share Share Special Redemption Capital Revenue
capital premium reserve reserve reserves reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 December 2022 1,088 10,833 95,093 14 35,390 1,876 144,294
Issue of Ordinary shares 79 10,325 – – – – 10,404
Profit for the year – – – – 11,512 1,615 13,127
Ordinary Final dividend (1.20p) for
the year ended 30 November 2022 – – – – – (1,296) (1,296)
Balance at 30 November 2023 1,167 21,158 95,093 14 46,902 2,195 166,529
Capital
Share Share Special Redemption Capital Revenue
capital premium reserve reserve reserves reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 December 2021 1,098 10,184 96,932 – 57,579 709 166,502
Issue of Ordinary shares 4 649 – – – – 653
Cancellation of Ordinary shares
(Redemption facility) (14) – (1,839) 14 – (1,839)
(Loss)/profit for the year – – – – (22,189) 1,548 (20,641)
Ordinary Final dividend (0.35p) for
the year ended 30 November 2021 – – – – – (381) (381)
Balance at 30 November 2022 1,088 10,833 95,093 14 35,390 1,876 144,294
The accompanying notes on pages 71 to 80 are an integral part of these financial statements.
70 MOBIUS INVESTMENT TRUST PLC
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2023 2022
Notes £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 8 156,690 126,834
Current assets
Debtors 9 1,399 1,196
Cash at bank and in hand 14 10,722 20,104
12,121 21,300
Current liabilities
Creditors (amounts falling due within one year) 10 (491) (2,452)
Net current assets 11,630 18,848
Total assets less current liabilities 168,320 145,682
Non-current liabilities
Deferred tax liability 11 (1,791) (1,388)
Net assets 166,529 144,294
Capital and reserves
Called up share capital 12 1,167 1,088
Share premium 21,158 10,833
Special reserve 95,093 95,093
Capital redemption reserve 14 14
Retained Earnings:
Capital reserves 46,902 35,390
Revenue reserve 2,195 1,876
Total Shareholders’ funds 166,529 144,294
Net asset value per Ordinary Share (p) 13 144.28 134.17
The Financial Statements on pages 68 to 80 were approved, and authorised for issue, by the Board of Directors on
5 March 2024 and signed on its behalf by:
Maria Luisa Cicognani
Chairman
The accompanying notes on pages 71 to 80 are an integral part of these financial statements.
Mobius Investment Trust plc – Company Registration Number: 11504912 (Registered in England and Wales)
STATEMENT OF FINANCIAL POSITION
as at 30 November 2023
71
ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
1. Accounting Policies
The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of
these Financial Statements, are set out below:
(a) Basis of preparation
The Financial Statements have been prepared in accordance with UK Generally Accepted Accounting Practice (“GAAP”)
under UK and Republic of Ireland Company Law, FRS 102 ‘The Financial Reporting Standard applicable in the UK, the
Statement of Recommended Practice (“SORP”) for “Financial Statements of Investment Trust Companies and Venture
Capital Trusts” issued by the Association of Investment Companies in July 2022 and the Companies Act 2006 under the
historical cost convention as modified by the valuation of investments at fair value through profit or loss.
The Financial Statements have been prepared on a going concern basis. The disclosure on going concern on page 40 in
the Report of the Directors forms part of these Financial Statements.
The Company has taken advantage of the exemption from preparing a Cash Flow Statement under FRS 102, as it is an
investment company whose investments are substantially all highly liquid and carried at fair (market) value.
Significant Judgement
There are two significant judgements involved in the presentation of the Company’s accounts being the judgement on the
functional and presentational currency of the Company and the provision of the Deferred tax liability on unrealised
capital gains on Indian securities.
The Company’s investments are made in foreign currencies, however the Board considers the Company’s functional and
presentational currency to be sterling. In arriving at this conclusion, the Board considered that the shares of the
Company are listed on the London Stock Exchange, it is regulated in the United Kingdom and pays dividends and
expenses in sterling. All values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
The Deferred tax liability has been valued as disclosed in note 11.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary
information which analyses the Income Statement between items of a revenue and capital nature has been presented
alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing
the Company’s compliance with certain requirements set out in Section 1158 of the Corporation Tax Act 2010.
(b) Valuation of Investments
Investments are measured under FRS 102, sections 11 and 12 and are measured initially, and at subsequent reporting
dates, at fair value.
Changes in the fair value of investments and gains and losses on disposal are recognised in the Income Statement as a
capital item. The Company manages and evaluates the performance of these investments on a fair value basis in
accordance with its investment strategy, and information about the investments is provided internally on this basis to the
Board. Fair value for quoted investments is deemed to be bid market prices, or last traded price, depending on the
convention of the stock exchange on which they are quoted.
All purchases and sales of investments are accounted for on the trade date basis.
The Company’s policy is to expense transaction costs on acquisition/disposal through the gains on investment at fair
value through profit or loss. The total of such expenses, showing the total amounts included in disposals and acquisitions
are disclosed in note 8 on page 76.
In addition, for financial reporting purposes, fair value measurements are categorised into a fair value hierarchy based on
the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the
fair value measurement in its entirety, which are described as follows:
l Level 1 – Quoted prices in active markets;
l Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market
data), either directly or indirectly; and
l Level 3 – Inputs are unobservable (i.e. for which market data is unavailable).
NOTES TO THE FINANCIAL STATEMENTS
72 MOBIUS INVESTMENT TRUST PLC
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(c) Investment Income
Dividends receivable from equity shares are recognised in Revenue on an ex-dividend basis except where, in the opinion
of the Board, the dividend is capital in nature, in which case it is included in Capital.
Overseas dividends are reported gross of withholding tax.
Special dividends are looked at individually to decide the reason behind the payment. In deciding whether a dividend should
be regarded as a capital or revenue receipt, the Company reviews all relevant information as to the reasons for and sources of
the dividend on a case by case basis. Special dividends of a revenue nature are recognised through the revenue column of the
Income Statement. Special dividends of a capital nature are recognised through the capital column of the Income Statement.
Deposit interest receivable is taken to the revenue account on an accruals basis.
(d) Expenses and finance costs
All the expense and finance costs are accounted for on an accruals basis. Expenses are charged through the revenue
column of the Income Statement except as follows:
l Expenses which are incidental to the acquisition or disposal of an investment are treated as part of the cost or
proceeds of that investment;
l Expenses are taken to the Capital reserve via the capital column of the Income Statement, where a connection with the
maintenance or enhancement of the value of investments can be demonstrated. In line with the Board’s expected long-
term split of returns, in the form of capital gains and income from the Company’s portfolio, 70% of the Investment
Management fees, Administration and Management Services fees and finance costs are taken to the Capital reserve.
(e) Taxation
In line with the recommendations of the SORP, the tax effect of different items of expenditure is allocated between
capital and revenue using the marginal basis. Deferred taxation is provided on all timing differences that have originated
but not been reversed by the Statement of Financial Position date other than those regarded as permanent. This is
subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable
profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is provided for at the
rate of tax enacted or substantially enacted.
Dividend income received by the Company may be subject to withholding tax imposed in the country of origin. The tax
charges shown in the Income Statement relates mainly to overseas withholding tax on dividend income and Indian capital
gains tax.
Indian capital gains tax is allocated to the Capital column of the Income Statement.
(f) Foreign currency
The currency of the primary economic environment in which the Company operates (the functional currency) is sterling,
which is also the presentational currency of the Company. Transactions recorded in overseas currencies during the year
are translated into sterling at the appropriate daily exchange rates. Assets and liabilities denominated in overseas
currencies at the Statement of Financial Position date are translated into sterling at the exchange rate ruling at that date.
Exchange differences are included in the Income Statement and allocated as capital if they are of a capital nature, or as
revenue if they are of a revenue nature.
(g) Functional and presentational currency
The financial information is shown in sterling, being the Company’s presentational currency. In arriving at the functional
currency, the Directors have considered the following:
(i) the primary economic environment of the Company;
(ii) the currency in which the original capital was raised;
(iii) the currency in which distributions are made;
(iv) the currency in which performance is evaluated; and
(v) the currency in which the capital would be returned to shareholders on a break-up basis.
The Directors have also considered the currency to which underlying investments are exposed and liquidity is managed.
The Directors are of the opinion that sterling best represents the functional currency.
1. Accounting Policies (continued)
73
ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
(h) Nature and purpose of reserves
Ordinary share capital
l represents the nominal value of the issued ordinary share capital.
Share premium account
l represents the surplus of net proceeds received from the issue of new shares over the nominal value of such shares.
The share premium account is non-distributable.
Special reserve
l this reserve is created upon the cancellation of the Share Premium Account. This reserve is distributable by way of a
dividend and can also be used to fund any repurchases of the Company’s own shares.
Capital redemption reserve
l a transfer will be made to this reserve on cancellation of the Company’s own shares purchased, equal to the nominal
value of the shares. This reserve is non-distributable.
Capital reserve
This reserve reflects any:
l gains or losses on the disposal of investments;
l exchange differences of a capital nature;
l the increases and decreases in the fair value of investments which have been recognised in the capital column of the
Income Statement; and
l expenses which are capital in nature as disclosed on page 74.
This reserve can also be used to distribute realised capital profits by way of a dividend and to fund any repurchases of the
Company’s own shares.
Any gains in the fair value of investments that are not readily convertible to cash are treated as unrealised gains in the
Capital reserve.
Revenue reserve
l reflects all income and expenditure which are recognised in the revenue column of the Income Statement and is
distributable by way of dividend.
It is the Board’s current policy to only pay dividends out of the Revenue reserve.
(i) Dividends payable
Dividends paid by the Company are recognised in the Financial Statements and are shown in the Statement of Changes in Equity
in the period in which they became legally binding, which in the case of an interim dividend is the point at which it is paid
and for a final dividend when it is approved by Shareholders at the AGM, in line with the ICAEW Tech Release 02/17BL.
2. Income
Year ended Year ended
30 November 30 November
2023 2022
£’000 £’000
Income from investments
Overseas Dividends 2,505 2,842
Other income – bank interest 297 17
2,802 2,859
3. Investment Management and Management Service Fees
Year ended Year ended
30 November 2023 30 November 2022
Revenue Capital Total Revenue Capital To ta l
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fees –
Mobius Capital Partners LLP 442 1,031 1,473 432 1,008 1,440
Management service fees – Frostrow Capital LLP 99 232 331 97 227 324
541 1,263 1,804 529 1,235 1,764
Further information regarding Investment Management and Management Service fees can be found on page 27.
1. Accounting Policies (continued)
74 MOBIUS INVESTMENT TRUST PLC
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4. Other Expenses
Year ended Year ended
30 November 30 November
2023 2022
£’000 £’000
Directors’ fees 105 96
Auditor’s remuneration –
Statutory annual audit 56 37
Custody fees 92 95
Depositary fees 25 25
Printing and postage 16 14
Registrar fees* 19 25
Company broker fees 46 44
Stock listing and FCA fees 20 18
Legal and professional fees** 4 21
Marketing and promotional costs 48 60
Tax advice 16 18
Other administrative expenses 45 27
492 480
* 2022 fees includes £6,000 in connection with the Redemption facility.
** 2022 fees includes £11,000 in connection with the Redemption facility.
5. Taxation
(a) Analysis of Charge in the Year
Year ended Year ended
30 November 2023 30 November 2022
Revenue Capital To tal Revenue Capital To tal
£’000 £’000 £’000 £’000 £’000 £’000
Overseas taxation 154 - 154 302 – 302
Overseas capital gains tax – 1,449 1,449 – 325 325
154 1,449 1,603 302 325 627
Overseas tax arose as a result of irrecoverable withholding tax on overseas dividends and Indian capital gains tax (“CGT”).
Indian CGT arises on capital gains on the sale of Indian securities at a rate of 15% on short term capital gains (defined as
those where the security was held for less than a year) and 10% on long term capital gains. A deferred tax liability for
CGT as at 30 November 2023 is recognised as shown in Note 11 on page 76 £1,791,000 (2022: £1,388,000).
(b) Reconciliation of Tax Charge
The revenue account tax charge for the year is lower than the standard rate of corporation tax in the UK of 25%
(2022: 19%).
Year ended Year ended
30 November 2023 30 November 2022
Revenue Capital To ta l Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Total return/(loss) on ordinary
activities before tax 1,769 12,961 14,730 1,850 (21,864) (20,014)
Corporation tax charged at 23%
#
(2022: 19%) 407 2,981 3,388 351 (4,154) (3,803)
Effects of:
Non-taxable (gains)/losses
on investments – (3,320) (3,320) – 3,884 3,884
Non-taxable foreign exchange
losses – 48 48 – 35 35
Unutilised management expenses 238 291 529 193 235 428
Income not subject to corporation tax (645) – (645) (544) – (544)
Overseas taxation 154 – 154 302 – 302
Indian capital gains tax – 1,449 1,449 – 325 325
Tax charge for the year 154 1,449 1,603 302 325 627
#
With effect from 1 April 2023, the main rate of corporation tax increased from 19% to 25%, therefore the hybrid rate of 23% has been used.
75ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
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(c) Provision for UK Deferred Taxation
For the year ended 30 November 2023, the Company had cumulative unutilised management expenses for taxation
purposes of £10,111,000 (2022: £7,815,000). It is unlikely the Company will generate sufficient taxable income in excess of
the available deductible expenses and therefore the Company has not recognised a deferred tax asset of £2,528,000 (2022:
£1,954,000) based on a prospective corporation tax rate of 25% (2022: 25%). The UK corporation tax rate is currently
enacted to 25% effective 1 April 2023.
Due to the Company’s status as an investment company and the intention to continue meeting the conditions required to
maintain such a status in the foreseeable future, the Company has not provided for deferred UK tax on any capital gains or
losses arising on the revaluation or disposal of investments.
Deferred tax has been provided for on capital gains arising on Indian Securities as disclosed in note 5(a) on page 74.
6. Dividends
In accordance with FRS 102 dividends are included in the Financial Statements in the year in which they are paid or
approved by Shareholders. Amounts recognised as distributable to Shareholders for the year end 30 November 2023 were
as follows:
2023 2022
Ex-Dividend date Payment date £’000 £’000
Final dividend paid for the year ended
30 November 2022 of 1.20p per share 6 April 2023 5 May 2023 1,296 –
Final dividend paid for the year ended
30 November 2021 of 0.35p per share 28 April 2022 27 May 2022 – 381
The final dividend of 1.25p (2022: 1.20p) has not been included as a liability in these Financial Statements as it is only
recognised in the financial year in which it is paid. The total dividends payable in respect of the financial year which forms
the basis of the retention test under Section 1158 of the Corporation Tax Act 2010 are set out below:
Year ended Year ended
30 November 30 November
2023 2022
£’000 £’000
Revenue available for distribution by way of dividend for the year 1,615 1,548
Final dividend of 1.25p (2022: 1.20p) per share* (1,443) (1,291)**
Revenue reserves available following distribution 172 257
* Based on the number of shares in issue as at 30 November 2023 being 115,420,336 (2022: 107,548,983** on the ex-dividend date, 6 April 2023,
107,998,983 shares were held).
7. Return/(loss) per share – basic and diluted
The return per share figures are based on the following figures:
Year ended Year ended
30 November 30 November
2023 2022
£’000 £’000
Net revenue return 1,615 1,548
Net capital return/(loss) 11,512 (22,189)
Net total return/(loss) 13,127 (20,641)
Year ended Year ended
30 November 30 November
2023 2022
Pence Pence
Revenue return per share 1.45 1.42
Capital return/(loss) per share 10.34 (20.38)
Tot al return/(loss) per share 11.79 (18.96)
Weighted average number of Ordinary shares in issue during the year 111,386,397 108,850,685
During the year (2022: nil) there were no dilutive instruments held, therefore the basic and diluted return per share are
the same.
5. Taxation (continued)
76 MOBIUS INVESTMENT TRUST PLC
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8. Investments held at fair value through profit or loss
30 November 30 November
2023 2022
£’000 £’000
Opening book cost 108,263 94,404
Opening investment holding gains 18,571 50,397
Opening fair value 126,834 144,801
Purchases at cost 48,876 51,897
Sales proceeds (33,454) (49,420)
Gains/(losses) on investments held at fair value through profit or loss 14,434 (20,444)
Closing fair value 156,690 126,834
Closing book cost 137,757 108,263
Closing investment holding gains 18,933 18,571
Closing fair value 156,690 126,834
The Company received £33,454,000 (2022: £49,420,000) from investments sold in the year. The book cost of the
investments when they were purchased was £19,382,000 (2022: £38,038,000). These investments have been revalued
over time until they were sold. Any unrealised gains/losses were included in the fair value of the Investments.
During the year the Company incurred transaction costs on purchases of £61,000 (2022: £62,000).
Sales transaction costs incurred during the year were £88,000 (2022: £70,000) and comprised commission.
9. Debtors
30 November 30 November
2023 2022
£’000 £’000
Outstanding sales due for settlement 1,270 1,098
Accrued income 27 8
Overseas tax recoverable 71 43
Non-redeemable preference shares recoverable – Management Shares 13 13
Other debtors 18 34
1,399 1,196
10. Creditors: amounts falling due within one year
30 November 30 November
2023 2022
£’000 £’000
Outstanding purchases due for settlement 222 364
Investment management fee – Mobius Capital Partners LLP 127 117
Management service fee – Frostrow Capital LLP 30 26
Ordinary shares bought back for cancellation – Redemption facility – 1,839
Other creditors 112 106
491 2,452
11. Deferred tax liability
30 November 30 November
2023 2022
£’000 £’000
Deferred taxation on unrealised capital gains on Indian securities 1,791 1,388
See note 5(a) on page 74 for further details.
77
ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
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12. Called up Share Capital
30 November 30 November
2023 2022
£’000 £’000
Allotted and fully paid
115,420,336 (2022: 107,548,983) Ordinary shares of 1p each 1,154 1,075
Called up Management Shares
50,000 (2022: 50,000) non-redeemable preference shares – Management Shares
of £1 each. 13 13
1,167 1,088
The capital of the Company is managed in accordance with its investment policy which is detailed in the Strategic Report
on pages 9 and 10.
During the year the Company issued 7,871,353 new shares for a consideration of £10,404,000 (2022: 450,000 new
ordinary shares for a consideration of £653,000).
The share capital includes 50,000 non-redeemable preference shares – Management shares, of a nominal value of £1
each; of which one quarter is called up. These are held by the Investment Manager.
The Company does not have any externally imposed capital requirements.
13. Net Asset Value Per Ordinary Share
30 November 30 November
2023 2022
Net Assets (£’000) 166,529 144,294
Number of shares in issue 115,420,336 107,548,983
Net asset value per share 144.28p 134.17p
During the year (2022: nil) there were no dilutive instruments held, therefore the basic and dilutive net asset value per
share are the same.
14. Financial Instruments
The Company’s financial instruments comprise Its investment portfolio, cash balances and debtors and creditors that
arise directly from its operations. As an investment trust the Company holds an investment portfolio of financial assets in
pursuit of its investment objective.
Fixed asset investments (see note 8 on page 76) are valued at fair value in accordance with the Company’s accounting
policies. The fair value of all other financial assets and liabilities is represented by their carrying value in the Statement of
Financial Position shown on page 70.
All investments have been classified as Level 1.
The main risks that the Company faces arising from its financial instruments are:
(i) market risk, including:
– Other price risk, being the risk that the value of investments will fluctuate as a result of changes in market prices;
– interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of
changes in interest rates;
– foreign currency risk, being the risk that the value of financial assets and liabilities will fluctuate because of
movements in currency rates;
(ii) credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company; and
(iii) liquidity risk, being the risk that the Company will not be able to meet its liabilities when they fall due. This may arise
should the Company not be able to liquidate its investments. Under normal market trading volumes the investment
portfolio could be substantially realised within a week.
Other price risk
The management of price risk is part of the Investment management process and is typical of equity investment. The
investment portfolio is managed with an awareness of the effects of adverse price movements through detailed and
continuing analysis with an objective of maximising overall returns to shareholders. Further information on how the
investment portfolio is managed is set out on pages 14 to 18. Although it is the Company’s current policy not to use
derivatives they may be used from time to time, with prior Board approval, to hedge specific market risk or gain exposure
to a specific market.
If the investment portfolio valuation rose or fell by 10% at 30 November 2023 (2022: 10%), the impact on the profit and
loss and net asset value would have been £16.0 million (2022: £15.0 million). The calculations are based on the
investment portfolio valuation as at the respective Statement of Financial Position dates and are not necessarily
representative of the year as a whole.
78 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
When the Company retains cash balances the majority of the cash is held in the custody account at The Northern Trust
Company. The benchmark rate which determines the interest payments received on cash balances is the bank base rate for
the relevant currency for each deposit.
Interest rate movements may affect the level of income receivable on cash deposits and cash equivalents and interest
payable on borrowing.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when
rates are re-set, is shown below:
30 November 30 November
2023 2022
£’000 £’000
Exposure to floating interest rates:
Cash at bank and in hand 10,722 20,104
Net exposure 10,722 20,104
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 5% (2022: 5%)
increase or decrease in interest rates in regards to the Company’s monetary financial assets and financial liabilities. This
level of change is considered to be a reasonable illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company’s monetary financial instruments held at the accounting date with all other
variables held constant.
30 November 2023 30 November 2022
5% increase 5% decrease 5% increase 5% decrease
in rate in rate in rate in rate
£’000 £’000 £’000 £’000
Income statement – return after taxation
Revenue return/(loss) 536 (536) 1,005 (1,005)
Capital return – – – –
Total return after taxation 536 (536) 1,005 (1,005)
Net assets 536 (536) 1,005 (1,005)
The Directors do not consider the exposure to interest risk as being material to the Company.
Foreign currency risk
Foreign currency risk is the risk that fair values of future cash flows of a financial instrument fluctuate because of
changes in foreign exchange rates.
The Company Invests in overseas securities and holds foreign currency cash balances which give rise to currency risks.
Foreign currency risks are managed alongside other market risks as part of the management of the investment portfolio.
it is currently not the Company’s policy to hedge this risk on a continuing basis but it can do so from time to time.
14. Financial Instruments (continued)
79
ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
14. Financial Instruments (continued)
Foreign currency exposure:
2023 2022
Investments Cash Debtors Creditors Investments Cash Debtors Creditors
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
New Taiwanese dollar 39,999 25 41 - 33,125 27 23 (128)
Indian rupee 32,688 72 51 - 20,000 - - (1,388)
Korean won 26,182 - 1,219 - 15,288 - 235 (467)
Brazilian real 12,561 - 9 - 7,967 - 9 (3)
Turkish lira 12,155 - - (222) 8,883 - 1,098 -
US dollar 9,024 - - - 11,870 - - -
Hong Kong dollar 7,266 - - - 13,579 - - -
Vietnamese dong 4,724 1,320 - - 6,023 1,381 - -
Thailand baht 4,553 - - - - - - -
South African rand 4,199 - - - 3,121 - - -
Kenyan shilling 3,339 - - - 6,978 182 - -
Polish zloty - - 21 - - - 20 -
156,690 1,417 1,341 (222) 126,834 1,590 1,385 (1,986)
At 30 November 2023, the Company had £9,305,000 (2022: £18,514,000) of sterling cash balances.
Foreign currency sensitivity
During the year sterling strengthened by an average of 3.7% (2022: 1.7% weakened) against all of the currencies in the
investment portfolio (weighted for exposure at 30 November 2023), if the value of sterling had strengthened against
each of the currencies in the portfolio by 10%, the impact on the net asset value would have been negative £16.0 million
(2022: £13.0 million). If the value of sterling had weakened against each of the currencies in the investment portfolio by
10%, the impact on the net asset value would have been positive £16.0 million (2022: £13.0 million). The calculations are
based on the investment portfolio valuation and cash balances as at the year end and are not necessarily representative
of the year as a whole.
The level of sensitivity is considered to be reasonably possible, based on observations of current market conditions and
historical trends.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that
it has entered into with the Company. The Investment Manager has in place a monitoring procedure in respect of
counterparty risk which is reviewed on an ongoing basis. The carrying amounts of financial assets best represents the
maximum credit risk exposure at the statement of financial position date, and the main exposure to credit risk is via the
Company’s Custodian who is responsible for the safeguarding of the Company’s Investments and cash balances.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2023 2022
£’000 £’000
Cash at bank and in hand 10,722 20,104
Debtors 1,399 1,196
12,121 21,300
Credit risk is the risk that the counterparty to a transaction fails to discharge its obligations under that transaction, which
could result in the Company suffering a loss. Credit risk is managed as follows:
– All the assets of the Company which are traded on a recognised exchange are held by The Northern Trust Company,
the Company’s Custodian.
– Investment transactions are carried out only with brokers which are considered to have a high credit rating.
– Transactions are ordinarily undertaken on a delivery versus payment basis, whereby the Company’s custodian bank
ensures that the counterparty to any transactions entered into by the Company has delivered its obligation before
any transfer of cash or securities away from the Company is completed.
– Any failing trades in the market are closely monitored by both the AIFM and the Administrator.
80 MOBIUS INVESTMENT TRUST PLC
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Report Governance Auditors’ Report Statements and Notice of AGM
14. Financial Instruments (continued)
Credit risk (continued)
– Cash is only held at banks that have been identified by the Board as reputable and of high credit quality.
The Northern Trust Company has a credit rating of Aa2 (Moody’s) AA- (Standard & Poor’s) and AA (Fitch Ratings).
The Board monitors the Company’s risk as described in the Strategic Report on pages 21 to 26.
Liquidity risk
The Company’s liquidity risk is managed on an ongoing basis by the Investment Manager and the Administrator. The
Company’s overall liquidity risks are monitored on a quarterly basis by the Board.
Based on current trading volumes, 100% of the current portfolio could be liquidated within 30 trading days, with 97.1% in
seven days or less, under normal market conditions. As such, liquidity risk is not considered a material risk.
Further details on the principal risks facing the Company, can be found in the Business Review beginning on page 21.
15. Transactions with the Investment Manager and Related Parties
l Mobius Capital Partners LLP
l The Directors of the Company
The Company employs Mobius Capital Partners LLP as its Investment Manager. During the year ended 30 November
2023, Mobius Capital Partners LLP earned £1,473,000 (2022: £1,440,000) in respect of Investment Management fees, of
which £127,000 (2022: £117,000) was outstanding at the year end. Details of the fees of all Directors can be found on
pages 56 to 59 and in note 4 on page 74.
The Directors’ interests in the capital of the Company can be found on page 57. There were no other material
transactions during the year with the Directors of the Company.
16. Contingent Liabilities
There were no contingent liabilities at 30 November 2023 (2022: none).
17. Post Balance Sheet Events
Subsequent to the Company’s year end, the net asset value per share of the Company has increased by 4.8% from 144.3p
to 151.2p and the Company’s share price has also increased by 6.2% from 132.5p to 140.75p as at 1 March 2024.
81ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
AIFMD RELATED DISCLOSURE
Alternative Investments Fund Managers Directive (“AIFMD”) Disclosures
(Unaudited)
Investment objective and leverage
Mobius Capital Partners LLP (“MCP”) and the Company are required to make certain disclosures available to investors in
accordance with the Alternative Investment Fund Managers Directive (“AIFMD”).
A description of the investment strategy and objectives of the Company, the types of assets in which the Company may
invest, the techniques it may employ, any applicable investment restrictions, the circumstances in which it may use
leverage, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage
and the maximum level of leverage which the AIFM and Investment Manager are entitled to employ on behalf of the
Company and the procedures by which the Company may change its investment strategy and/or the investment policy
can be found on pages 9 and 10.
The table below sets out the current maximum permitted limit and actual level of leverages for the Company (see
Glossary beginning on page 84 for further details):
As a percentage of net assets
Gross Commitment
Method Method
Maximum level of leverage 150.0% 150.0%
Actual level at 30 November 2023 95.0% 100.5%
Remuneration Disclosure of AIFM staff
As per the firm’s remuneration policy and procedures, MCP seeks to avoid creating any incentive for individuals to take
inappropriate risk and, in general, all decisions are confirmed by the investment committee(s) which has members in
common with the governing body. During the year ended 30 November 2023, MCP had six members of personnel in total,
including employees and Partners, two of whom fall under Code Staff as per the firm’s remuneration code policy.
Following completion of an assessment of the application of the proportionality principle to the FCA’s AIFM Remuneration
Code, MCP has disapplied the pay-out processed rules with respect to all Code Staff members. This is because the AIFM
considers that it carries out non-complex activities and is operating on a small scale.
The information above relates to Mobius Capital Partners LLP as a whole, and it has not been broken down by reference
to the Company or the other funds that MCP manages. Nor has the proportion of remuneration which relates to the
income MCP earns from their management of the company.
Further disclosures required under the AIFM Rules can be found within the Investor Disclosure Document on the
Company’s website www.mobiusinvestmenttrust.com
82 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
The Company
Mobius Investment Trust plc (the “Company” or “MMIT”) is
a closed-ended investment company. Its shares are listed
on the premium segment of the Official List and traded on
the main market of the London Stock Exchange. The
Company is a member of the Association of Investment
Companies.
Investment Objective
The Company’s investment objective is to achieve long-
term capital growth and income returns predominantly
through investment in a diversified portfolio of companies
exposed directly or indirectly to emerging or frontier
markets.
The investment policy of the Company is set out on
pages 9 and 10.
Capital Structure
As at 30 November 2023, the Company’s capital structure
consisted of 115,420,336 Ordinary shares of 1p each and
50,000 Management shares of £1 each.
Alternative Investment Fund
Manager
Mobius Capital Partners LLP (“MCP”) has been the
Company’s Alternative Investment Fund Manager (“AIFM”)
since inception.
Investment Philosophy
Mobius Capital Partners LLP is an emerging and frontier
markets asset manager offering an innovative private
equity approach to public markets. Mobius Capital Partners
LLP is focused on a single long-only strategy based on
actively partnering with portfolio companies to improve
their corporate governance and to deliver a clear
Environmental, Social and Governance (“ESG”) pathway.
Mobius Investment Trust plc invests in a high conviction
portfolio of approximately 20-30 small to mid-cap
companies, across emerging and frontier markets.
Management Fee
1% per annum of the lower of (i) Net Asset Value and
(ii) Market Capitalisation (the “Fund Value”) up to and
including £500 million; 0.85% of the Fund Value over
£500 million and up to £1 billion; and 0.75% of the Fund
Value over £1 billion. There are no provisions for a
performance fee in the Investment Management Agreement.
ISA Status
The Company’s shares are eligible for Stocks and Shares
ISAs.
Retail Investors advised by IFAs
The Company currently conducts its affairs so that its
shares can be recommended by Independent Financial
Advisers (“IFAs”) in the UK to ordinary retail investors in
accordance with the Financial Conduct Authority (“FCA”)
rules in relation to non-mainstream investment products
and intends to continue to do so. The shares are excluded
from the FCA’s restrictions on non-mainstream pooled
investment products because they are shares in an
investment trust.
How to Invest
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including investment
dealing accounts, ISAs and SIPPs) which facilitate both
regular monthly investments and lump sum investments in
the Company’s shares. There are a number of investment
platforms that offer these facilities. Further details can be
found on page 86.
Website
www.mobiusinvestmenttrust.com
SHAREHOLDER INFORMATION
A member of the Association of Investment Companies
83ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Financial Calendar
30 November Financial Year End
February/March Final Results Announced
23 April 2024 Annual General Meeting
7 May 2024 Dividend payment
31 May Half Year End
July/August Half Year Results Announced
September Investor Day
Annual General Meeting
The Annual General Meeting of Mobius Investment Trust
plc will be held at the Company’s registered office address
at 25 Southampton Buildings, London WC2A 1AL on
Tuesday, 23 April 2024 at 12.00 noon.
How to Vote
If you hold your shares directly you will have received a
paper proxy form. For this year’s Annual General Meeting
(“AGM”) you should ensure that this is returned to the
Company’s registrars, Computershare, before 12 noon on
Friday, 19 April 2024. Shareholders who hold their shares
in uncertificated form in CREST, should use the CREST
electronic proxy appointment service as described in the
Notice of Annual General Meeting, note 4 on page 89.
If you hold your shares via an investment platform or a
nominee, you should contact them to inquire about
arrangements to vote.
If you would like to attend the meeting in person,
shareholders should bring their attendance card or proof
of identity. If you have a disability or impairment, please let
us know, so that we may try to make suitable
arrangements at the meeting.
Shareholders are advised that they should exercise
their votes in advance of the meeting by proxy, by
following the voting instructions given in the Notice of
the Annual General Meeting.
Dividend
If a final dividend is payable, it is normally paid annually
following approval at the Annual General Meeting. For the
year ended 30 November 2023, the Board is
recommending the payment of a final dividend of 1.25p per
ordinary share in line with investment trust rules. Further
details are given on page 7 in the Chairman’s Statement.
Shareholders who wish to have dividends paid directly into
a bank account, rather than by cheque to their registered
address, can complete a mandate form for the purpose.
Mandates may be obtained from the Company’s Registrars,
Computershare Investor Services, on request.
Share Prices
The Company’s shares are listed on the London Stock
Exchange under ‘Investment Companies’. The Company’s
“ticker” is MMIT.
Change of Address
Communications with shareholders are mailed to the
address held on the share register. In the event of a change
of address or other amendment this should be notified to
the Company’s Registrars, Computershare Investor
Services, under the signature of the registered holder.
Daily Net Asset Value
The daily net asset value per share of the Company’s
shares can be obtained on the Company’s website at
www.mobiusinvestmenttrust.com and is published daily via
the London Stock Exchange.
Profile of the Company’s Ownership
% of shares held at 30 November 2023
and 2022
* Includes shares held by market makers and holdings too small to analyse.
Source: Richard Davies Investor Relations
Other 8.6%
Institutions
26.1%
Private Wealth Managers 27.3%
Retail and
Adviser Platforms
38.0%
2023
Other 8.5%
Institutions
27.6%
Private Wealth Managers 22.4%
Retail and
A
dviser Platforms
41.5%
2022
SHAREHOLDER INFORMATION continued
84 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
GLOSSARY OF TERMS AND ALTERNATIVE
PERFORMANCE MEASURES (“APMs”)
^ Alternative Performance Measure
Alternative Investment Fund
Managers Directive (AIFMD)
Agreed by the European Parliament and the Council of the
European Union and transposed into UK legislation, the
AIFMD classifies certain investment vehicles, including
investment companies, as Alternative Investment Funds
(AIFs) and requires them to appoint an Alternative
Investment Fund Manager (AIFM) and depositary to
manage and oversee the operations of the investment
vehicle. The Board of the Company retains responsibility
for strategy, operations and compliance and the Directors
retain a fiduciary duty to shareholders.
Discount or Premium^
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.
Discount or 30 November 30 November
Premium^ Page 2023 2022
Share price (p) 2 132.5 131.0
Net asset value
per share (p) 2 144.3 134.2
Discount 8.2% 2.4%
ESG+C
®
Environmental, Social, Governance and Cultural
Gearing^
The term used to describe the process of borrowing money
for investment purposes. The expectation is that the
returns on the investments purchased will exceed the
finance costs associated with those borrowings.
There are several methods of calculating gearing and the
following has been selected:
Total assets, less current liabilities (before deducting any
prior charges) minus cash/cash equivalents divided by
shareholders’ funds, expressed as a percentage.
The Company had no borrowings during the year (2022: nil).
IPO
An initial public offering or stock launch is a public offering
in which shares of a company are sold to institutional
investors and usually also retail investors.
Leverage
Leverage is defined in the AIFMD as any method by which
the AIFM increases the exposure of an AIF. In addition to
the gearing limit the Company also has to comply with the
AIFMD leverage requirements. For these purposes the
Board has set a maximum leverage limit of 150% for both
methods. This limit is expressed as a percentage with 100%
representing no leverage or gearing in the Company. There
are two methods of calculating leverage as follows:
Under the Gross Method, exposure represents the
Company’s position after the deduction of sterling cash
balances and without taking into account any hedging or
netting arrangements.
Under the Commitment method, exposure is calculated
without the deduction of sterling cash balances and after
certain hedging and netting positions are offset (see
page 81 for further details).
MSCI Index
Certain information contained herein (the “Information”) is
sourced from/copyright of MSCI Inc., MSCI ESG Research
LLC, or their affiliates (“MSCI”), or information providers
(together the “MSCI Parties”) and may have been used to
calculate scores, signals, or other indicators. The
Information is for internal use only and may not be
reproduced or disseminated in whole or part without prior
written permission. The Information may not be used for,
nor does it constitute, an offer to buy or sell, or a promotion
or recommendation of, any security, financial instrument or
product, trading strategy, or index, nor should it be taken as
an indication or guarantee of any future performance.
Some funds may be based on or linked to MSCI indexes, and
MSCI may be compensated based on the fund’s assets
under management or other measures. MSCI has
established an information barrier between index research
and certain Information. None of the Information in and of
itself can be used to determine which securities to buy or
sell or when to buy or sell them. The Information is
provided “as is” and the user assumes the entire risk of any
use it may make or permit to be made of the Information.
No MSCI Party warrants or guarantees the originality,
accuracy and/or completeness of the Information and each
expressly disclaims all express or implied warranties. No
MSCI Party shall have any liability for any errors or
omissions in connection with any Information herein, or any
liability for any direct, indirect, special, punitive,
consequential or any other damages (including lost profits)
even if notified of the possibility of such damages.
Net Asset Value (“NAV”)
The value of the Company’s assets, principally investments
made in other companies and cash being held, minus any
liabilities. The NAV is also described as shareholders’ funds.
The NAV is often expressed in pence per share after being
divided by the number of shares which have been issued.
The NAV per share is unlikely to be the same as the share
price which is the price at which the Company’s shares can
85ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
GLOSSARY OF TERMS AND ALTERNATIVE
PERFORMANCE MEASURES (“APMS”) (continued)
^ Alternative Performance Measure
be bought or sold by an investor. The share price is
determined by the relationship between the demand and
supply of the shares.
Net Asset Value Per Share (“NAV”)
Total Return^
The theoretical total return on an investment over a
specified period assuming dividends paid to shareholders
were reinvested at net asset value per share at the time
the shares were quoted ex-dividend. This is a way of
measuring investment management performance of
investment trusts which is not affected by movements in
discounts or premiums.
Total return statistics also enable the investors to make
performance comparisons between investment companies
with different dividend polices.
Year ended Year ended
NAV Per Share 30 November 30 November
Total Return Page 2023 2022
Opening NAV (p) 2 134.2 153.4
Increase/(decrease)
in NAV (p) 10.1 (19.2)
Closing NAV (p) 2 144.3 134.2
Increase/(decrease)
in NAV 2 7. 5 % (12.5%)
Impact of reinvested
dividends 1.0% 0.2%
NAV Total Return 2 8.5% (12.3%)
Ongoing Charges^
Ongoing charges are calculated by taking the Company’s
annualised operating expenses as a proportion of the
average daily net asset value of the Company over the year.
The costs of buying and selling investments are excluded,
as are interest costs, taxation, cost of buying back or
issuing ordinary shares and other non-recurring costs.
Year ended Year ended
30 November 30 November
2023 2022
Ongoing Charges Page £’000 £’000
Investment management
fees and management
service fees 73 1,804 1,764
Operating expenses 74 492 480
Total expenses 2,296 2,244
Less costs in relation to
the Redemption facility – (17)
Total recurring expenses 2,296 2,227
Average net assets
during the year 151,146 147,854
Ongoing Charges 2 1.5% 1.5%
Peer Group
The Company has selected the following seven companies
taken from the AIC’s Global Emerging Markets sector to
form the Company’s peer group:
Barings Emerging EMEA Opportunities, BlackRock Frontiers
Investment Trust, Fidelity Emerging Markets Limited,
JP Morgan Emerging Markets Investment Trust, JPMorgan
Global Emerging Markets Income Trust, Templeton
Emerging Markets Investment Trust and Utilico Emerging
Markets Trust.
Revenue Return per Share
The revenue return per share is calculated by taking the
return on ordinary activities after taxation and dividing it
by the weighted average number of shares in issue during
the year (see note 7 on page 75 for further information).
Reverse Stress Test
Reverse stress tests are stress tests that identify scenarios
and circumstances which would make a business
unworkable and identifies potential business
vulnerabilities.
Share Price Total Return^
The theoretical total return on an investment over a
specified period assuming dividends paid to shareholders
were reinvested in shares at the share price at the time the
shares were quoted ex-dividend.
Year ended Year ended
30 November 30 November
Share Price 2023 2022
Total Return Page p p
Opening share price 2 131.0 154.5
Increase/(decrease)
in share price 1.5 (23.5)
Closing share price 2 132.5 131.0
Increase/(decrease)
in share price 1.0% (15.2%)
Impact of reinvested
dividends 1.1% +0.2%
Share price
Total Return 2 2.1% (15.0%)
Stress Testing
Is a forward-looking analysis technique that considers the
impact of a variety of extreme but plausible economic
scenarios on the financial position of the Company.
86 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Retail Investors advised by IFAs
The Company currently conducts its affairs so that its
shares can be recommended by Independent Financial
Advisers (“IFAs”) in the UK to ordinary retail investors in
accordance with the Financial Conduct Authority (“FCA”)
rules in relation to non-mainstream investment products
and intends to continue to do so. The shares are excluded
from the FCA’s restrictions which apply to non-mainstream
investment products because they are shares in an
investment trust.
Investment Platforms
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including Investment
Dealing Accounts, ISAs, Junior ISAs and SIPPs) which
facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number
of investment platforms that offer these facilities. A list of
some of them, that is not comprehensive nor constitutes
any form of recommendation, can be found below:
AJ Bell Youinvest www.youinvest.co.uk
Barclays Smart Investor www.barclays.co.uk/smart-investor
Bestinvest www.bestinvest.co.uk
Charles Stanley Direct www.charles-stanley-direct.co.uk
EQi www.eqi.co.uk
Halifax Investing www.halifax.co.uk/investing.html
Hargreaves Lansdown www.hl.co.uk
HSBC www.hsbc.co.uk/investments
iDealing www.idealing.com
interactive investor www.ii.co.uk
IWeb www.iweb-sharedealing.co.uk
Saxo Markets www.home.saxo
WealthClub www.wealthclub.co.uk/
Computershare – Share Dealing
Service
A share dealing service is available to existing shareholders
through the Company’s Registrar, Computershare Investor
Services, to either buy or sell shares. Shareholders wishing
to use this service will need their Shareholder Reference
Number (“SRN”), which can be found on the share
certificate. If shareholders are unable to locate their SRN,
they should contact Computershare.
Computershare’s Internet Share Dealing Service provides
shareholders with a simple way to sell or purchase shares
(subject to availability) on the London Stock Exchange.
Real time trading is available during market hours (08.00
to 16.30 Monday to Friday excluding bank holidays).
Shareholders who would like to use Computershare’s Share
Dealing Service should do so online at
https://www-uk.computershare.com/Investor/#ShareDealingInfo,
and a share dealing telephone helpline is available by
dialling 0344 322 2575.
The fee for this service will be 1.4% of the value of each
sale or purchase of shares, subject to a minimum of £40.
Stamp duty of 0.5% may also be payable on purchases.
Risk warnings
Past performance is no guarantee of future performance.
The value of your investment and any income from it may
go down as well as up and you may not get back the
amount invested. This is because the share price is
determined by the changing conditions in the relevant
stock markets in which the Company invests and by the
supply and demand for the Company’s shares. As the
shares in an investment trust are traded on a stock market,
the share price will fluctuate in accordance with the supply
and demand and may not reflect the underlying net asset
value of the shares; where the share price is less than the
underlying value of the assets, the difference is known as
the ‘discount’. For these reasons investors may not get
back the original amount invested. Although the
Company’s shares are denominated in sterling, it may
invest in stocks and shares which are denominated in
currencies other than sterling and to the extent they do so,
they may be affected by movements in exchange rates. As
a result the value of your investment may rise or fall with
movements in exchange rates. Investors should note that
tax rates and reliefs may change at any time in the future.
The value of ISA tax advantages will depend on personal
circumstances. The favourable tax treatments of ISAs may
not be maintained.
HOW TO INVEST
87ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Notice is hereby given that the fifth Annual General
Meeting of Mobius Investment Trust plc will be held at the
Company’s registered office address at 25 Southampton
Buildings, London WC2A 1AL on Tuesday, 23 April 2024 at
12.00 noon for the following purposes:
Ordinary Business
To consider and, if thought fit, pass the following as
Ordinary Resolutions:
1. That the Report of the Directors and Accounts for the
year ended 30 November 2023 together with the
Report of the Auditors thereon be received.
2. To receive and approve the Directors’ Remuneration
Report for the year ended 30 November 2023.
3. To approve a Final Dividend of 1.25p per
ordinary share.
4. That Ms M L Cicognani be re-elected as a Director.
5. That Mr C Casey be re-elected as a Director.
6. That Mr G Schuch be re-elected as a Director.
7. That PricewaterhouseCoopers LLP be re-appointed as
Auditors to hold office from the conclusion of the
meeting to the conclusion of the next Annual General
Meeting at which accounts are laid.
8. That the Audit Committee be authorised to determine
the Auditors’ remuneration.
Special Business
To consider and, if thought fit, pass the following
resolutions, of which resolutions 10, 11 and 12 will be
proposed as Special Resolutions.
Authority to Allot Shares
9. That, the Board of Directors of the Company (the
“Board”) be and it is hereby generally and
unconditionally authorised pursuant to and in
accordance with section 551 of the Companies Act
2006 (the “Act”) to exercise all the powers of the
Company to allot shares in the Company and to grant
rights to subscribe for or to convert any security into
shares in the Company up to an aggregate nominal
amount of £230,840 (or if changed, the number
representing 20% of the issued Ordinary share capital
of the Company immediately prior to the passing of
this resolution) provided that this authority shall expire
at the conclusion of the Annual General Meeting of the
Company to be held in 2025 or 15 months from the
date of passing this resolution, whichever is the earlier,
unless previously revoked, varied or renewed by the
Company in general meeting and provided that the
Company may before such expiry make an offer or
enter into an agreement which would or might require
shares to be allotted, or rights to subscribe for or to
convert securities into shares to be granted, after such
expiry and the Board may allot shares or grant such
rights in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
Disapplication of Pre-emption Rights
10. That, subject to the passing of resolution 9, the Board
of Directors of the Company (the “Board”) be and it is
hereby generally empowered pursuant to sections 570
and 573 of the Act to allot equity securities (within the
meaning of section 560 of the Act) (including the
grant of rights to subscribe for, or to convert any
securities into, ordinary shares of 1p each in the capital
of the Company (“Ordinary Shares”)) for cash
pursuant to the authority conferred on them by such
Resolution 9 as if section 561(1) of the Act did not
apply to any such allotment, provided that this power
shall be limited to:
the allotment of equity securities up to an
aggregate nominal amount of £230,840, (or if
changed, the number representing 20% of the
issued share capital of the Company immediately
prior to the passing of this resolution) and shall
expire (unless previously renewed, varied or
revoked by the Company in general meeting) at
the conclusion of the Annual General Meeting of
the Company to be held in 2025 or 15 months from
the date of passing this resolution, whichever is
the earlier, unless previously revoked, varied or
renewed by the Company in general meeting and
provided that the Company may before such
expiry make an offer or enter into an agreement
which would or might require equity securities to
be allotted after such expiry and the Board may
allot equity securities in pursuance of such an
offer or agreement as if the authority conferred
hereby had not expired.
Authority to Repurchase Shares
11. That, the Company be and is hereby generally and
unconditionally authorised for the purposes of section
701 of the Act to make one or more market purchases
(as defined in section 693(4) of the Act) of ordinary
shares of 1p each in the capital of the Company for
cancellation or for holding in Treasury on such terms
and in such manner as the board of directors may
determine provided that:
(i) the maximum aggregate number of Ordinary
Shares which may be purchased is 17,301,508 or, if
changed, the number representing 14.99% of the
issued share capital of the Company immediately
NOTICE OF THE ANNUAL GENERAL MEETING
88 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
prior to the passing of this resolution;
(ii) the minimum price which may be paid for an
Ordinary Share is 1p (exclusive of associated
expenses);
(iii) the maximum price which may be paid for an
Ordinary Share (exclusive of associated expenses)
shall not be more than the higher of: (a) an
amount equal to 105% of the average of the
middle market quotations for an Ordinary Share as
derived from the London Stock Exchange Daily
Official List for the five dealing days immediately
preceding the day on which the Ordinary Share is
purchased; and (b) the higher of the last
independent trade and the highest current
independent bid on the London Stock Exchange
for an Ordinary Share; and
(iv) unless previously renewed, varied or revoked, this
authority shall expire at the conclusion of the
Annual General Meeting of the Company to be held
in 2025 or 15 months from the date of passing this
resolution, whichever is the earlier, unless
previously revoked, varied or renewed by
the Company in general meeting and provided that
the Company may before such expiry enter into a
contract to purchase Ordinary Shares which will or
may be completed wholly or partly after such
expiry and a purchase of Ordinary Shares may be
made pursuant to any such contract.
General Meetings
12. That any General Meeting of the Company (other than
the Annual General Meeting of the Company) shall be
called by notice of at least 14 clear days in accordance
with the provisions of the Articles of Association of the
Company provided that the authority shall expire on
the conclusion of the next Annual General Meeting of
the Company, or, if earlier, on the expiry 15 months
from the date of the passing of this resolution.
By order of the Board Registered office
25 Southampton Buildings
Frostrow Capital LLP London
Company Secretary WC2A 1AL
5 March 2024
NOTICE OF THE ANNUAL GENERAL MEETING continued
All shareholders should look on the Company’s website, www.mobiusinvestmenttrust.com, for any changes to the AGM
arrangements and whether attendance will be possible. In any case, all shareholders are strongly advised to exercise their
votes in advance of the meeting by proxy, by following the voting instructions overleaf.
89ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Notes
1. If you wish to attend the Annual General Meeting in person, you
should arrive at the venue for the Annual General Meeting in
good time to allow your attendance to be registered. It is
advisable to have some form of identification with you as you may
be asked to provide evidence of your identity to the Company’s
registrar, Computershare Investor Services plc (the “Registrar”),
prior to being admitted to the Annual General Meeting.
2. Members are entitled to appoint one or more proxies to exercise
all or any of their rights to attend, speak and vote at the Annual
General Meeting. A proxy need not be a member of the Company
but must attend the Annual General Meeting to represent a
member. To be validly appointed a proxy must be appointed using
the procedures set out in these notes and in the notes to the
accompanying proxy form.
If members wish their proxy to speak on their behalf at the
meeting, members will need to appoint their own choice of proxy
(not the chairman of the Annual General Meeting) and give their
instructions directly to them.
Members can only appoint more than one proxy where each proxy
is appointed to exercise rights attached to different shares.
Members cannot appoint more than one proxy to exercise the
rights attached to the same share(s). If a member wishes to
appoint more than one proxy, they should contact the Registrar
on 0370 703 6304. Lines are open between 8.30 am and 5.30 pm,
Monday to Friday, the Registrars’ overseas helpline number is
+44 370 703 6304.
A member may instruct their proxy to abstain from voting on any
resolution to be considered at the meeting by marking the abstain
option when appointing their proxy. It should be noted that an
abstention is not a vote in law and will not be counted in the
calculation of the proportion of votes “for” or “against” the
resolution.
The appointment of a proxy will not prevent a member from
attending the Annual General Meeting and voting in person if he
or she wishes.
A person who is not a member of the Company but who has been
nominated by a member to enjoy information rights does not
have a right to appoint any proxies under the procedures set out
in these notes and should read note 8 overleaf.
3. A proxy form for use in connection with the Annual General
Meeting is enclosed. To be valid any proxy form or other
instrument appointing a proxy, together with any power of
attorney or other authority under which it is signed or a certified
copy thereof, must be received by post or (during normal business
hours only) by hand by the Registrar at Computershare Investor
Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no
later than 48 hours (excluding non-working days) before the time
of the Annual General Meeting or any adjournment of that
meeting.
If you do not have a proxy form and believe that you should have
one, or you require additional proxy forms, please contact the
Registrar on 0370 703 6304. Lines are open between 8.30 am
and 5.30 pm, Monday to Friday. The Registrar’s overseas helpline
number is +44 370 703 6304.
4. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual and by
logging on to the following website: www.euroclear.com/CREST.
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 or instruction made using the
CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in
accordance with Euroclear UK & Ireland Limited’s specifications,
and must contain the information required for such instruction,
as described in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or is an
amendment to the instruction given to a previously appointed
proxy, must in order to be valid, be transmitted so as to be
received by the Registrar (ID 3RA50) no later 48 hours (excluding
non-working days) before the time of the Annual General Meeting
or any adjournment of that meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Application
Host) from which the Registrar is able to retrieve the 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 UK & Ireland
Limited does not make available special procedures in CREST for
any particular message. 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 is a CREST personal
member, or sponsored member, or has appointed (a) voting
service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to
ensure that a 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
system providers 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.
5. In the case of joint holders, where more than one of the joint
holders purports to appoint one or more proxies, only the
purported appointment submitted by the most senior holder will
be accepted. 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).
6. Any corporation which is a member can appoint one or more
corporate representatives. Members can only appoint more than
one corporate representative where each corporate
representative is appointed to exercise rights attached to
different shares. Members cannot appoint more than one
corporate representative to exercise the rights attached to the
same share(s).
NOTICE OF THE ANNUAL GENERAL MEETING continued
90 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
7. To be entitled to attend and vote at the Annual General Meeting
(and for the purpose of determining the votes they may cast),
members must be registered in the Company’s register of
members at 6.30 p.m. on 19 April 2024 (or, if the Annual General
Meeting is adjourned, at 6.30 p.m. on the day two working days
prior to the adjourned meeting). Changes to the register of
members after the relevant deadline will be disregarded in
determining the rights of any person to attend and vote at the
Annual General Meeting.
8. Any person to whom this notice is sent who is a person nominated
under section 146 of the Companies Act 2006 (the “2006 Act”) to
enjoy information rights (a “Nominated Person”) may, under an
agreement between him/her and the member by whom he/she
was nominated, have a right to be appointed (or to have someone
else appointed) as a proxy for the Annual General Meeting. If a
Nominated Person has no such proxy appointment right or does
not wish to exercise it, he/she may, under any such agreement,
have a right to give instructions to the member as to the exercise
of voting rights.
9. Information regarding the Annual General Meeting, including
information required by section 311A of the 2006 Act, and a copy
of this notice of Annual General Meeting is available from
www.mobiusinvestmenttrust.com.
10. Members should note that it is possible that, pursuant to requests
made by members of the Company under section 527 of the 2006
Act, the Company may be required to publish on a website a
statement setting out any matter relating to: (a) 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 Annual
General Meeting; or (b) any circumstance connected with an
auditor of the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid in
accordance with section 437 of the 2006 Act. The Company may
not require the members requesting any such website publication
to pay its expenses in complying with sections 527 or 528 of the
2006 Act. Where the Company is required to place a statement on
a website under section 527 of the 2006 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 Annual General Meeting includes
any statement that the Company has been required under
section 527 of the 2006 Act to publish on a website.
11. As at 1 March 2024 (being the latest practicable date prior to the
publication of this notice) the Company’s issued share capital
consisted of 115,420,336 ordinary shares carrying one vote each.
Accordingly, the total voting rights in the Company at 1 March 2024
were 115,420,336 votes.
12. Any person holding 3% or more of the total voting rights of the
Company who appoints a person other than the chairman of the
Annual General Meeting as his proxy will need to ensure that both
he, and his proxy, comply with their respective disclosure
obligations under the UK Disclosure Guidance and
Transparency Rules.
13. Under section 319A of the 2006 Act, the Company must cause to
be answered any question relating to the business being dealt
with at the Annual General Meeting put by a member attending
the meeting unless answering the question would interfere unduly
with the preparation for the meeting or involve the disclosure of
confidential information, or the answer has already been given on
a website in the form of an answer to a question, or it is
undesirable in the interests of the Company or the good order of
the meeting that the question be answered.
Members who have any queries about the Annual General
Meeting should contact Frostrow Capital LLP, the Company
Secretary, at 25 Southampton Buildings, London WC2A 1AL.
Members may not use any electronic address provided in this
notice or in any related documents (including the accompanying
proxy form) to communicate with the Company for any purpose
other than those expressly stated.
14. The following documents will be available for inspection at the
offices of Frostrow Capital LLP, the Company’s Company
Secretary, 25 Southampton Buildings, London WC2A 1AL during
normal business hours on any weekday (Saturdays, Sundays and
English public holidays excepted) from the date of this notice and
at the venue of the Annual General Meeting from 11.45 a.m. on the
day of the Annual General Meeting until the conclusion of the
Annual General Meeting:
14.1 copies of the Directors’ letters of appointment; and
14.2 copies of the Directors’ deeds of indemnity.
Alternatively, the above documents can be requested from the
Company Secretary via info@frostrow.com.
15. Under section 338 and section 338A of the Companies Act 2006,
members meeting the threshold requirements in those sections
have the right to require the Company (i) to give, to members of
the Company entitled to receive notice of the meeting, notice of a
resolution which may properly be moved and is intended to be
moved at the meeting; and/or (ii) to include in the business to be
dealt with at the meeting any matter (other than a proposed
resolution) which may be properly included in the business.
A resolution may properly be moved 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 (whether by reason of
inconsistency with any enactment or the Company’s constitution
or otherwise), (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 11 March 2024, being the
date six clear weeks before the meeting, and (in the case of a
matter to be included on the business only) must be accompanied
by a statement setting out the grounds for the request.
NOTICE OF THE ANNUAL GENERAL MEETING continued
91ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
Resolution 1 – To receive the Report of the
Directors and Accounts
The Report of the Directors and Accounts for the year
ended 30 November 2023 will be presented to the AGM.
These accounts accompany this Notice of Meeting and
shareholders will be given an opportunity at, or in advance
of, the meeting to ask questions.
Resolution 2 – Remuneration Report
The Directors’ Remuneration Report is set out in full in the
Annual Report on pages 56 to 59.
Resolution 3 – To approve a Final Dividend
The rationale for the payment of a final dividend of 1.25p
per ordinary share is set out in the Chairman’s Statement
beginning on page 6 and in the Business Review on
pages 19 and 20.
Resolutions 4 to 6 – Re-election of Directors
Resolutions 4 to 6 deal with the re-election of each
Director. Biographies of each of the Directors can be found
on page 35.
The Board has confirmed, following a performance review,
that the Directors standing for re-election continue to
perform effectively.
Resolutions 7 and 8 – Re-appointment of Auditors
and the determination of their remuneration
Resolutions 7 and 8 relate to the re-appointment of
PricewaterhouseCoopers LLP as the Company’s
independent Auditors to hold office until the next AGM of
the Company and also authorise the Audit Committee to
set the Auditors’ remuneration.
Resolutions 9 and 10 – Authority to Allot Shares
and Disapplication of Pre-emption Rights
Ordinary Resolution 9 in the Notice of Annual General
Meeting will renew the authority to allot the unissued
Ordinary share capital up to an aggregate nominal amount
of £230,840 (equivalent to 23,084,067 shares, or 20% of
the Company’s existing issued Ordinary share capital on
1 March 2024, being the nearest practicable date prior to
the signing of this Report or, if changed, the number
representing 20% of the issued Ordinary share capital of
the Company immediately prior to the passing of this
resolution). Such authority will expire on the date of the
next AGM or after a period of 15 months from the date of
the passing of the resolution, whichever is earlier. This
means that the authority will have to be renewed at the
next AGM.
When shares are to be allotted for cash, Section 551 of the
Companies Act 2006 (the “Act”) provides that existing
shareholders have pre-emption rights and that the new
shares must be offered first to such shareholders in
proportion to their existing holding of shares. However,
shareholders can, by special resolution, authorise the
Directors to allot shares otherwise than by a pro rata issue
to existing shareholders. Special Resolution 10 will, if
passed, give the Directors power to allot for cash equity
securities up to 20% of the Company’s existing Ordinary
share capital on 1 March 2024, or, if changed, the number
representing 20% of the issued Ordinary share capital of
the Company immediately prior to the passing of this
resolution as if Section 551 of the Act does not apply. This
is the same nominal amount of Ordinary share capital
which the Directors are seeking the authority to allot
pursuant to Resolution 9. This authority will also expire on
the date of the next AGM or after a period of 15 months,
whichever is earlier. This authority will not be used in
connection with a rights issue by the Company.
The percentage of the authority sought in Resolutions 9 and
10 is in line with market practice. The Board firmly believes
that maximum flexibility, should conditions allow, to raise
capital without incurring the cost of preparing a prospectus,
circular and related meetings and, therefore, the passing of
Resolutions 9 and 10 is in shareholders’ interest.
The Directors intend to use the authority given by
Resolutions 9 and 10 to allot Ordinary shares and disapply
pre-emption rights only in circumstances where this will be
clearly beneficial to shareholders as a whole. The issue
proceeds would be available for investment in line with the
Company’s investment policy. No issue of shares will be
made which would effectively alter the control of the
Company without the prior approval of shareholders in
general meeting.
Shares will only be issued at a premium to the Company’s
cum income net asset value per share at the time of issue.
Resolution 11 – Authority to Repurchase Shares
The Directors wish to renew the authority to buy back
Ordinary shares for cancellation or for holding in Treasury.
The principal aim of a share buy-back facility is to enhance
shareholder value by acquiring shares at a discount to net
asset value, as and when the Directors consider this to be
appropriate. The purchase of Ordinary shares, when they
are trading at a discount to net asset value per share,
should result in an increase in the net asset value per share
for the remaining shareholders. This authority, if conferred,
will only be exercised if to do so would result in an increase
in the net asset value per share for the remaining
shareholders and if it is in the best interests of
shareholders generally. Any purchase of shares will be
made within guidelines established from time to time by
the Board. It is proposed to seek shareholder authority to
renew this facility for another year at the AGM.
Under the current Listing Rules, the maximum price that
may be paid on the exercise of this authority must not
EXPLANATORY NOTES TO THE RESOLUTIONS
92 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
exceed the higher of (i) 105% of the average of the middle
market quotations for the shares over the five business
days immediately preceding the date of purchase and (ii)
the higher of the last independent trade and the highest
current independent bid on the trading venue where the
purchase is carried out. The minimum price which may be
paid is 1p per share. Shares which are purchased under this
authority may be cancelled or held in Treasury.
Special Resolution 11 in the Notice of AGM will renew the
authority to purchase in the market a maximum of 14.99%
of the Ordinary shares in issue on 1 March 2024, being the
nearest practicable date prior to the signing of this Report,
(amounting to 17,301,508 Ordinary shares or, if changed,
the number representing 14.99% of the issued share
capital of the Company immediately prior to the passing of
this resolution). Such authority will expire on the date of
the next Annual General Meeting or after a period of 15
months from the date of passing of the resolution,
whichever is earlier.
Resolution 12 – General Meetings
Special Resolution 12 seeks shareholder approval for the
Company to hold General Meetings (other than the AGM)
on at least 14 clear days’ notice. The minimum notice for
Annual General Meetings will remain at 21 clear days. The
approval for this resolution will be effective until the
Company’s Annual General Meeting to be held in 2025,
at which it is intended that renewal will be sought. The
Directors will only call a general meeting on 14 days’ notice
where they consider it to be in the interests of
shareholders to do so and the relevant matter is required
to be dealt with expediently.
Recommendation
The Board considers that the resolutions detailed above
are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to the
shareholders that they vote in favour of the above
resolutions to be proposed at the forthcoming AGM as the
Directors intend to do in respect of their own beneficial
holdings totalling 82,927 shares.
EXPLANATORY NOTES TO THE RESOLUTIONS continued
93ANNUAL REPORT FOR THE YEAR ENDED 30 NOVEMBER 2023
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
EXPLANATORY NOTES TO THE RESOLUTIONS continued
Location of the Annual General Meeting
25 Southampton Buildings, London WC2A 1AL on Tuesday, 23 April 2024 at 12.00 noon.
94 MOBIUS INVESTMENT TRUST PLC
Strategic Independent Financial Further Information
Report Governance Auditors’ Report Statements and Notice of AGM
DIRECTORS AND OTHER INFORMATION
Directors
Maria Luisa Cicognani
(Chairman of the Board)
Christopher M. Casey
(Audit Committee Chairman and
Senior Independent Director)
Gyula Schuch
(Chairman of the Management Engagement and
Remuneration Committee)
Registered Office
Mobius Investment Trust plc
25 Southampton Buildings
London WC2A 1AL
United Kingdom
Incorporated in England and Wales on 7 August 2018 with
company number 11504912 and registered as an investment
company under Section 833 of the Companies Act 2006.
Launched on 1 October 2018.
Investment Manager and AIFM
Mobius Capital Partners LLP
Fitzrovia House
3-5 Gower Street
London WC1E 6HA
United Kingdom
Company Secretary, Administrator
and Management Services
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
United Kingdom
Telephone.: 0203 008 4910
Email: info@frostrow.com / CoSec@frostrow.com
Corporate Broker
Peel Hunt LLP
7th Floor
100 Liverpool Street
London EC2M 2AT
United Kingdom
Custodian
The Northern Trust Company
50 Bank Street
Canary Wharf
London E14 5NT
United Kingdom
Depositary
Northern Trust Investor Services Limited
50 Bank Street
Canary Wharf
London E14 5NT
United Kingdom
Legal Adviser to the Company
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
United Kingdom
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Telephone: 0370 703 6304*
* Calls cost no more than calls to geographic numbers (01 or 02) and must be
included in inclusive minutes and discount schemes in the same way. Calls from
landlines are typically charged up to 9p per minute; calls from mobile phones
typically cost between 3p and 55p per minute. Calls from landlines and mobiles
are included in free call packages.
Notifications of changes of address and enquiries
regarding share certificates or dividend cheques should be
made in writing to the Registrars quoting your shareholder
reference number. Registered shareholders can obtain
further details of their holdings on the internet by visiting
www.investorcentre.co.uk
Identification Codes
SEDOL: BFZ7R98
ISIN: GB00BFZ7R980
Ticker: MMIT
Legal Entity Identifier (“LEI”):
21380033EKFQS15X1W22
Global Intermediary Identification
Number (“GIIN”):
J9AYNU.99999.SL.826
Mobius Investment Trust plc
25 Southampton Buildings, London WC2A 1AL
www.mobiusinvestmenttrust.com
This report is printed on Revive 100% White Silk a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (“TCF”) process.
This report has been produced using vegetable based inks.
Avoid investment fraud
1 Reject cold calls
If you’ve received unsolicited contact about
an investment opportunity, chances are
it’s a high risk investment or a scam. You
should treat the call with extreme caution.
The safest thing to do is to hang up.
2 Check the FCA Warning List
The FCA Warning List is a list of firms and
individuals we know are operating without
our authorisation.
3 Get impartial advice
Think about getting impartial financial
advice before you hand over any money.
Seek advice from someone unconnected to
the firm that has approached you.
Report a Scam
If you suspect that you have been
approached by fraudsters please tell the
FCA using the reporting form at
www.fca.org.uk/consumers/report-
scam-unauthorised-firm. You can also call
the FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud,
you should report it to Action Fraud on
0300 123 2040 or online at
www.actionfraud.police.uk
Find out more at
www.fca.org.uk/scamsmart
Investment scams are
designed to look like
genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• pr
omised tempting return
s
and told the investment is safe
•
called r
epeatedly, or
• told the offer is only available
for a limited time?
If so, you might have been
contacted by fraudsters.
Remember: if it sounds too
good to be true, it probably is!
Be ScamSmart
Perivan.com
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