Active engagement drives
positive change
Annual Report 2026
The ballot box is one way shareholders
shape companies—MIGO goes further,
engaging directly with boards behind
the scenes to deliver value for all.
MIGO Opportunities Trust plc / Annual Report 2026
Welcome to our 2026 Annual Report
The objective of MIGO Opportunities Trust plc (the “Company” or
“MIGO”) is to outperform SONIA plus 2% (the “Benchmark”) over the
longer term, principally through exploiting inefficiencies in the pricing
of closed-ended funds (SONIA being the Sterling Overnight Index
Average, the Sterling Risk-Free Reference Rate preferred by the
Bank of England for use in Sterling derivatives and relevant financial
contracts). This is intended to reflect the aim of providing a better
return to shareholders over the longer term than they would get by
placing money on deposit.
The Benchmark in the investment objective is a target only and
should not be treated as a guarantee of the performance of the
Company or its portfolio.
The Company’s investment policy is set out on page 18.
– A unique investment proposition which exposes investors to the
opportunities that can be presented by under-valued investment
companies
– Unconstrained fully diversified mandate with ability to uncover
and exploit fund specific anomalies and pricing inefficiencies
– Highly experienced portfolio management team with the proven
ability to identify embedded value across a diversified range of
sectors and stocks
– Leverage AVI’s activist expertise to engage with companies
to accelerate the delivery of identified opportunities for value
creation
– Closed-ended structure protects the portfolio from inflows and
outflows and allows investment for the long term
– A concentrated portfolio containing 10-15 high conviction core
holdings (the total portfolio will have a higher number)
NET ASSETS*
£70.1 million
LAUNCH DATE
6 April 2004
1-YEAR NAV TOTAL RETURN+
20.6%
10-YEAR NAV TOTAL RETURN+
129.1%*
+ For all alternative performance measures, please refer to the
definitions in the Glossary on pages 81 to 84.
* To 10-years ended 30 April 2026.
COMPANY SUMMARY
Benchmark
SONIA plus 2%.
Alternative Investment Fund Manager (“AIFM”)
and Investment Manager
Asset Value Investors Limited.
Capital structure
16,971,542 Ordinary 1p shares as at 30 April 2026.
Management fee
0.35% per annum on the lower of MIGO’s market capitalisation
and net asset value (NAV) plus a performance fee of 15% of NAV
total returns in excess of a SONIA +3% hurdle, subject to a high
watermark. See page 27 for further details.
Website
www.migoplc.co.uk
migoplc
@migoplc
INVESTMENT OBJECTIVE
OVERVIEW OF STRATEGY
SCAN ME
MIGO’S CORE VALUES
Unique
Experienced
Diversified
Engaged
Active
Patient
A unique portfolio investing in
discount and special situations
in the closed-ended sector.
Finding opportunities in UK
closed-ended funds for over
two decades.
A select portfolio with
diversification of sectors
and geographies within a
concentrated portfolio.
Seeking out good quality,
misunderstood companies
and engaging to improve
shareholder value.
Finding complex, inefficient
and overlooked investment
opportunities.
Patient capital combined
with active engagement,
supporting the delivery of
value-enhancing outcomes
over the long term.
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MIGO Opportunities Trust plc / Annual Report 2026
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CONTENTS
Strategic Report
2 Company Performance
4 Chairman’s Statement
6 MIGO 2.0 Transition Update
7 Investment Manager’s Report
10 Our Top 10 Holdings
13 10 Year Record and Performance
Since Inception
14 Portfolio Valuation
16 Portfolio Analysis
17 AVI Introduction
18 Business Review
Governance
35 Board of Directors
36 Directors’ Report
40 Corporate Governance Report
48 Audit Committee Report
52 Directors’ Remuneration Report
55 Directors’ Remuneration Policy
56 Statement of Directors’ Responsibilities in
respect of the Financial Statements
57 Independent Auditors’ Report
Financial Statements
62 Income Statement
63 Statement of Changes in Equity
64 Statement of Financial Position
65 Statement of Cash Flow
66 Notes to the Financial Statements
Further Information and
Notice of AGM
79 Shareholder Information
80 UK AIFMD Disclosures
81 Glossary and Alternative
Performance Measures
85 How to Invest
86 Notice of Annual General Meeting
91 Explanatory Notes to the Resolutions
94 Contact Details of the Advisers
Chairman’s Statement
Our Top 10 Holdings
Read more on pages 4 and 5
Read more on pages 18 to 34 Read more on pages 14 to 16
Read more on pages 7 and 8
The strategic changes
implemented over the past year
have created a more focused,
agile and aligned investment
vehicle.
Business Review Portfolio
01
KEY HIGHLIGHTS
MIGO Opportunities Trust plc / Annual Report 2026
02
Performance Summary
Strategic Report / Company Performance
1 year 3 years 5 years 10 years Since Launch**
Net Asset Value * 20.6% 27.2% 20.9% 129.1% 329.5%
Share price* 21.9% 26.5% 16.6% 145.6% 293.5%
SONIA plus 2% 6.1% 27.0% 32.5% 54.0% 141.5%
* Alternative Performance Measure, see Glossary on pages 81 to 84.
** 6 April 2004.
Source: Morningstar.
Total Return Performance to 30 April 2026
As at 30 April 2026 As at 30 April 2025 % movement
Net asset value (“NAV”) per share* 413.1p 342.5p 20.6%
Share price 398.5p 327.0p 21.9%
Share price discount to NAV per share* (3.5)% (4.5)%
Net assets 70.1m 65.9m 6.4%
NAV volatility* 6.8% 8.9%
Gearing* 14.3% 15.2%
Ongoing charges ratio (excluding performance fees)* 1.4% 1.7%
Ongoing charges ratio (including performance fees)* 1.7% 1.7%
* Alternative Performance Measure (“APM”), see Glossary on pages 81 to 84.
For commentary in respect of the above figures and the Company’s performance during the year please see the Chairman’s Statement beginning on page 4, the Investment Manager’s Report beginning on
page
9 and the overview of the key performance indicators on page 20.
Financial Highlights
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MIGO Opportunities Trust plc / Annual Report 2026
03
One Year Total Return Performance to 30 April 2026
-2
0
2
4
6
8
10
12
14
16
0
2
4
6
8
10
12
14
16
18
20
22
Percentage Return (%)
April 25
May 25
June 25
July 25
Aug 25
Sept 25
Oct 25
Jan 26
Feb 26
March 26
April 26
Nov 25
Dec 25
Source: Morningstar.
Company Share Price
SONIA +2%Company NAV per Share
MIGO Opportunities Trust plc / Annual Report 2026
04
Introduction
I am pleased to present the Annual Report for
MIGO Opportunities Trust plc (“MIGO” or the
“Company”) covering the year ended 30 April
2026. The past year has been one of transition
and evolution for the Company, following
the significant developments to our portfolio
management team and strategy structure.
Tom Treanor and Charlotte Cuthbertson have now
been managing the Company’s portfolio together
since June last year, after the retirement of Nick
Greenwood. The Board will assess performance
of the portfolio over the medium term but we
are very encouraged by how Tom and Charlotte
have worked over the year to implement the
refined strategy and position the portfolio for
futurereturns.
A More Focused and Active Strategy
During the year under review, the Company has
transitioned towards a higher-conviction portfolio,
reflecting the strategic changes agreed with AVI.
The increased focus on approximately 10–15 core
holdings (the total portfolio will have a higher
number), has enabled a more concentrated and
impactful approach to capital allocation.
While the process of repositioning has been
carried out in an orderly manner, mindful of market
conditions and existing investment horizons,
good progress has been made in reducing the
number of holdings and increasing position sizes
in those opportunities offering the most attractive
risk-reward characteristics. The portfolio transition
is now complete.
A more concentrated approach is designed to
enhance engagement with investee companies,
allowing MIGO to play a more active role in
unlocking value where discounts to net asset
value remain unjustifiably wide. This has resulted
in a move away from equity trusts to alternative
assets. The Board believes that such an approach
is well-suited to the current environment in the
investment trust sector.
Alignment of Interests and Capital Discipline
The revised fee structure agreed with AVI last
year has now also been in place since June. The
reduction in the base management fee, combined
with the introduction of a performance-linked
component subject to a hurdle and high
watermark, ensures a closer alignment of
interests between shareholders and the
InvestmentManager.
In addition, the requirement for AVI to reinvest a
proportion of any performance fees into MIGO
shares further strengthens this alignment and
demonstrates confidence in the long-term
prospects of the Company.
Market Environment and Performance
In the year to 30 April 2026 the investment
trust sector has remained under pressure, with
discounts across the sector still elevated relative
to long-term averages.
However, this backdrop provides a fertile
hunting ground for MIGO’s strategy, with
numerous attractive opportunities arising from
pricing inefficiencies rather than deterioration in
underlying fundamentals. Boards have been
addressing the discount level and the number of
share buybacks, mergers, take privates, tender
offers and other shareholder-friendly measures
have been elevated for at least two years. This
trend should benefit the patient trust investor.
There has also been some significant corporate
activist interest in the investment trust sector,
bringing new capital into the sector while
discounts remain wide. Where these market
participants share our values and are pushing
for shareholder-friendly measures alongside our
managers, we welcome this.
Against this backdrop, I am pleased to report
that the Company’s net asset value (“NAV”) and
share price total returns were +20.6% and 21.9%
respectively, compared to a rise in the Company’s
formal cash benchmark, SONIA plus 2%, of 6.1%.
The Company’s discount to NAV stood at 3.5% at
the year end, compared to 4.5% a year ago.
A detailed review of portfolio activity and
performance is provided in the Investment
Manager’s Report beginning on page 9.
Dividend
The results attributable to shareholders for
the year ended 30 April 2026 are shown in
the Financial Statements. Due in large part
to an increase in exposure to higher yielding
investments, the Company made a revenue
account profit this year and, as a result, under
investment trust rules regarding distributable
income, a final dividend must be paid to comply
with those rules.
Subject to shareholders’ approval at the
forthcoming Annual General Meeting (“AGM”),
afinal dividend of 2.00p per share will be paid on
5 October 2026 to shareholders on the register as
of 4 September 2026. The associated ex-dividend
date will be 3 September 2026.
This is only the fourth dividend to be paid in the
history of the Company. Shareholders will be
aware that it is the Company’s investment policy to
pursue capital growth for shareholders and to pay
dividends only to the extent required to maintain
investment trust status.
Shareholders should not, therefore, expect the
dividend to necessarily continue at current levels
nor make up a significant proportion of the total
I am pleased to report
that the Company’s
net asset value (“NAV”)
and share price
total returns were
+20.6% and +21.9%
respectively. The
Company’s discount to
NAV stood at 3.5% at
the year end.”
RICHARD DAVIDSON
Strategic Report / Chairman’s Statement
Overview of the year
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05
MIGO Opportunities Trust plc / Annual Report 2026
return generated by your Company. Subject to
the investment trust rules, any dividends and
distributions will always be at the discretion of the
Board.
Shareholder Engagement and Capital
Management
The Board is committed to maintaining an active
share buyback programme to manage the
discount to NAV, increase liquidity in our shares
and enhance shareholder value. We believe that
buying back shares at a discount—particularly
when the underlying portfolio itself trades at a
discount—is accretive to shareholders.
The three-yearly realisation opportunity remains
an important feature of the Company’s structure
and provides shareholders with periodic liquidity.
The next such opportunity will be offered next year
in line with the Company’s Articles of Association.
Articles of Association
Following recent market guidance and a review
of the Company’s governance arrangements,
aresolution is to be proposed to shareholders
at the Company’s AGM to adopt new Articles of
Association. The new provisions of the Company’s
Articles of Association include those that are
intended to strengthen the Company’s governance
framework and ensure that the Board has
appropriate protections and flexibility to respond
effectively to unforeseen circumstances arising
at shareholder meetings, including scenarios
where insufficient directors are elected. The
Board is committed to maintaining a robust and
effective system of governance and to engaging
constructively with shareholders. Further details of
the changes are set out on page 38 of this Annual
Report.
Annual General Meeting
The Company’s AGM this year will be held on
Thursday, 17 September 2026 at 12 noon at 25
Southampton Buildings, London WC2A 1AL.
The notice convening the AGM can be found
at the back of this document, together with an
explanation of all resolutions. The Directors look
forward to meeting shareholders.
Outlook
Looking ahead, the Board remains optimistic about
the prospects for MIGO. The strategic changes
implemented over the past year have created
a more focused, agile and aligned investment
vehicle, well positioned to take advantage of the
opportunities presented by persistently wide
discounts across the investment trust sector.
We believe that the Investment Manager’s
increasingly active and engaged approach,
combined with a disciplined capital framework, will
support the delivery of attractive long-term returns
for shareholders.
On behalf of the Board, I would like to thank our
shareholders for their continued support and to
reiterate the Board’s belief that the Company
will generate attractive long-term returns for
shareholders.
Richard Davidson
Chairman
13 July 2026
MIGO Opportunities Trust plc / Annual Report 2026
06
Strategic Report
Q
What changes were made to the
trust structure?
A
Several steps were taken to better align with
shareholders:
l The base management fee was reduced
to 35 basis points per annum
l A performance fee was introduced
l A capital redemption mechanism was
added, capping NAV at £150 million and
allowing excess capital to be returned to
shareholders
Q
How has the portfolio evolved
since the transition?
A
The portfolio is now more concentrated, with
holdings reduced from around 50 to 35. The
top ten holdings account for roughly two-
thirds of NAV, and the top twenty represent
over 90%. This is consistent with our target
of 10-15 core holdings (the total portfolio will
contain more) and reflects a more focused,
high-conviction approach.
Q
What role does engagement with
portfolio companies play?
A
Engagement is central to the strategy.
The team works closely with boards and
managers to identify ways to narrow
discounts to NAV, often focusing on capital
allocation. While most engagement is private,
in some cases—such as with HarbourVest
Global Private Equity (HVPE)—the team
has gone public to encourage change and
improve shareholder outcomes.
MIGO 2.0 Transition Update
Q&A with the Portfolio Managers of
MIGO Opportunities Trust
Charlotte Cuthbertson and Tom Treanor on the
portfolio changes and how engagement is core to
the strategy.
Q
What prompted the changes to
MIGO in 2025?
A
The changes were driven by several events:
the move to Asset Value Investors in 2023, the
retirement of co-manager Nick Greenwood in
2025 and the wealth manager consolidation.
These events created an opportunity to
review how the Company was managed
and ensure it was positioned to maximise
shareholder value in a significantly changed
market environment.
Q
How had market conditions
changed?
A
Rising interest rates shifted investor focus
back to traditional income sources, reducing
demand for alternative trusts. At the same
time, wealth manager consolidation and
CHARLOTTE CUTHBERTSONTOM TREANOR
regulatory changes (including EU cost
disclosure rules) further weakened demand.
As a result, investment trusts were trading
at discounts not seen since the 2008 Global
Financial Crisis which we believe creates
opportunity and we wanted to reinvigorate
the strategy to be able to take advantage of
this for shareholders.
Q
What were the main portfolio
changes introduced?
A
The portfolio changes focused on two key
areas:
l Increasing exposure to alternative
assets in the UK where discounts were
particularly wide
l Increasing concentration by allocating
more capital to high-conviction ideas.
This approach was designed to enhance
potential shareholder returns.
l A greater focus on corporate events to
unlock value, including our own activism
Q
What is the outlook for MIGO going
forward?
A
We think the outlook is extremely attractive.
Discounts in the alternative sector remain
wide, and there is strong potential for
corporate activity and engagement-driven
value creation. With relatively low exposure to
broader equity markets, returns are expected
to be driven more by specific portfolio
events than general market movements,
especially in a context of high valuations and
geopolitical uncertainty.
Q
How are you communicating this to
investors?
A
Communication with investors is incredibly
important to us. We try to use every opportunity
to explain what we’re doing and why. Alongside
our monthly newsletter and regular LinkedIn
updates, we produce videos for our YouTube
channel, appear on podcasts and speak at
conferences where we think we can add value.
Just as importantly, we spend a great deal of
time meeting investors in person - whether
that’s in London or travelling around the UK
to host regional lunches and attend events.
We believe these conversations are one of
the best ways to share our thinking, explain
our strategy and build long-term relationships
with shareholders. Transparency, clarity and
consistency in how we communicate with
investors are at the heart of everything we do.
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07
MIGO Opportunities Trust plc / Annual Report 2026
Strategic Report / Investment Manager's Report
US policy decisions have had a significant impact
on financial markets over the year. In April 2025,
markets were contending with “Liberation Day” on
which President Trump announced a raft of tariffs
with the goal of boosting American manufacturing.
In April 2026, the backdrop is dominated by the
war in Iran which has resulted in the closure of
the Strait of Hormuz and thrown global energy
markets into turmoil. MIGO’s portfolio of discounted
investment trusts, which has an overall low level of
underlying listed equity exposure, has managed to
weather the storms well and generate respectable
absolute returns with NAV volatility below that of
equity markets.
Elsewhere, AI capex continues to buoy indices,
particularly in the US, Taiwan and Korea where we
have seen spectacular returns from chipmakers
and large technology companies. On the other
side of the ledger, sectors that are seen as being
particularly susceptible to AI disruption have
been hit hard, with a rout in software companies
whose deep moats and sticky subscription-
based revenues became seen as vulnerable to AI
disruption. Our look-through software exposure
is low and derives from our investments in listed
private equity funds trading at material discounts
to NAV. We do not see a definitive end to these
concerns in the short term, noting how difficult it is
to disprove a negative. The key concern is around
terminal values so continued strong financial
performance alone is unlikely to be sufficient to
calm fears.
While digital businesses with proprietary data
sets and deep domain expertise embedded in
workflows in industries with strong regulatory
and compliance requirements are likely least
vulnerable, a large dose of humility is required
when making such assessments in the face of a
technology with such potential to transform the
Manager’s Commentary
... more difficult markets
are where MIGO often
comes into its own.
CHARLOTTE CUTHBERTSON
TOM TREANOR
way in which we all work. Accordingly, MIGO’s
portfolio is constructed to ensure the bulk of our
prospective returns likely derive from idiosyncratic
events and valuation anomalies than from high
conviction calls on big debates such as this one.
We “relaunched” MIGO in June 2025, unveiling
a revised approach that saw us move to a more
concentrated portfolio with 10-15 core holdings
(total portfolio will contain more), and a greater
focus on activism and engagement to drive returns.
MIGO began the financial year with 46 holdings,
45% of NAV invested in the top ten, and 74% in the
top twenty. We ended the period with 62% and 92%
respectively, and the transition is now complete.
While low portfolio turnover has become
somewhat fetishised by some, we contend that
high churn for an event-driven strategy such as
ours is a sign of success as catalysts come to
fruition and returns arecrystallised.
As part of this process, MIGO’s underlying listed
equity exposure has reduced from 28% to 5%.
This was partly due to the lack of value we saw
in equity trusts, with the average discount having
tightened to single digits. Furthermore, we believe
that there are significantly more inefficiencies to
exploit in alternative asset funds given the greater
subjectivity around NAVs and the corresponding
amount of due diligence and analysis required.
MIGO returned 21.9% in share price terms with
its NAV per share up 20.6% in comparison our
benchmark SONIA +2% which returned 6.1%.
Source / iStock
Credit / Lukas Bischoff
Tbilisi, Capital of Georgia
MIGO Opportunities Trust plc / Annual Report 2026
08
Contributors
Baker Steel Resources Trust (BSRT) was the largest
contributor over the year (adding 641bps), with
its NAV doubling and its shares rising 151% as the
discount tightened from 42% to 27%. We reduced
our position over the year into this strength. Gold
and silver prices spiked in early 2025 and other
metals such as tungsten and tin have also moved
higher bolstering the listed portion of BSRT’s
portfolio. The private holdings also made good
progress during the year with the refinancing of
Futura, a thermal coal miner in Australia, which
willenable the company to bring both mines into
full production.
Despite the strong performance from the shares,
the discount remains wide. We have been
engaged with the board on the need for a more
stringent capital allocation policy. BSRT began
its first ever share buyback programme in Q1-26,
and followed this up with the announcement of
a revised capital allocation policy in April that will
see 5% of NAV returned each year via a 3% of NAV
dividend (a 4% dividend yield on share price as at
the end of the period) with the balance delivered
via share buybacks or additional dividends.
Furthermore, there is now a commitment to return
50% of the net profits from material exits via tender
offers if the shares are trading at a discount in
excess of 25%. We believe this implicit discount
target to be lacking in ambition and will continue to
engage with the Board.
During the year from April 2025, shares in Georgia
Capital (CGEO) were up 142% and the discount
narrowed from 44% to 18%, with the investment
contributing 425bps to MIGO’s NAV return. Post
period end, we sold the last of our holding on
the back of further discount tightening and gains
in NAV. CGEO’s largest holding, Lion Finance
(formerly Bank of Georgia) had performed
particularly well but, after some extraordinary
performance, it no longer looked as cheap trading
at around 2x book value. Our investment in CGEO
generated a 24% IRR and 183% total return over its
life (we first acquired shares in 2019).
VH Global Energy Infrastructure (ENRG)
contributed 301bps to returns as its discount
narrowed from 46% to 31% which compounded
with a 6% NAV return. ENRG owns a portfolio
of energy transition assets across multiple
geographies such as Brazil, Australia and the
US. In August 2025, the company moved into
an orderly wind-down having languished on
a wide discount for a couple of years. ENRG’s
mix of technologies and geographical spread
coupled with its small size meant it struggled to
attract investors, especially once interest rates
and inflation increased in a backdrop where even
much larger and more liquid trusts floundered.
M&A transactions and public market comparables
are supportive of carrying values, and we note
the management team are highly aligned with
shareholders via an incentive fee structure that
rewards early exits at strong valuations. Our
extensive modelling of the wind-down scenarios
indicates an attractively asymmetric return profile.
Seraphim Space (SSIT) has had a spectacular
recovery in 2025/26. We first invested in SSIT at
an extreme discount to NAV in late 2023 and sold
out in July 2025 having generated a healthy 40%
IRR. One of the hardest things for fund managers
is to buy back into something at a higher price
than you sold but we overcame this psychological
hurdle to re-establish a position in January 2026
at what was a single-digit premium to reported
NAV. Its largest holding ICEYE had won a key
contract with Germany’s armed forces and, in
our view, appeared extremely undervalued at its
reported carrying value. We believed that using
a more appropriate valuation put the shares on a
discount to NAV. This was subsequently vindicated
with ICEYE’s valuation written up 300% since our
reinvestment.
Excitement around the SpaceX IPO has helped fuel
a boom in space technology companies and SSIT
and the listed portion of its underlying portfolio has
benefited. This is a trust where retail excitement
and disillusionment can see the share price swing
wildly. We are therefore very active on trading this
position, highlighting MIGO’s ability to add value
in this way. Over the period covered by this report,
SSIT added 278bps to MIGO’s NAV.
Detractors
Both our US solar trusts, US Solar Fund (USF)
and Ecofin US Renewable Infrastructure (RNEW),
were detractors (deducting 114bps and 90bps
respectively). The Big Beautiful Bill, passed by
President Trump in July 2025 removed a lot of
support for the US renewable energy sector and
we saw the market slump in response. Higher
interest rates, a buyers’ market and lower power
prices created a difficult backdrop for US solar
funds looking to sell assets.
RNEW was pushed into wind-down in 2024
following poor performance and a sustained
widening of the discount. Exacerbating the weak
backdrop were several idiosyncratic issues with
the underlying portfolio (including damage to an
asset from a whirlwind and cables being chewed
through by rodents). This resulted in several write
downs in the portfolio and assets sold below
carrying values.
Similarly, USF has been up for sale for some
time but has struggled with poor operational
performance and in March announced that the
dividend had been “paused” while generation
from the portfolio was reassessed. Post period
end, however, USF announced it had received
a non-binding letter of intent from a prospective
buyer to whom it has granted a 90-day exclusivity
period. USF’s share price responded well and we
await the outcome of negotiations with interest,
noting on both sides of the ledger that the volatile
geopolitical and regulatory backdrop makes failed
deals more likely but that USF’s NAV, to which its
shares still trade at a material (39%) discount, implies
a per megawatt (MW) valuation for the portfolio
substantially lower than the cost to build new assets.
Chrysalis (CHRY) detracted 70bps from MIGO’s
NAV, largely due to a widening discount. The weak
share price seemed initially attributable to the
shares being caught up in the AI disruption/tech
sell off. In our view, CHRY’s portfolio companies
have little in common with the software as a
service (‘SaaS’) businesses in the market’s firing
line. While Starling Bank, CHRY’s largest holding,
has a SaaS-style subsidiary called Engine which
provides banking software to third-party clients,
this is still a nascent part of Starling’s current value
(although it certainly does have the potential
to grow into a more meaningful value driver).
Furthermore, we do not expect businesses with
such deep specialist domain knowledge, operating
in arguably the most regulated and risk-averse
industry, to have their business models disrupted
by ‘DIY’ tools.
It is a matter of public record that we have been
engaged with CHRY’s board on the company’s
future, and as such we were supportive of the
proposals announced in February 2026 that would
see the company adopt an orderly realisation
policy with no new investments being made. These
proposals were approved by shareholders at a
meeting in late-March.
Strategic Report / Investment Manager’s Report continued
Ahead of this, CHRY’s shares took a leg down
when it was disclosed that the board had been
unable to reach an agreement with the existing
management team on commercial terms for them
to continue in their roles. Just after the period end,
it was confirmed that the company will be adopting
a self-managed structure. We are confident that
the board has the necessary skills, mindset and
experience to oversee the realisation process,
particularly with the recent appointment of an AVI-
proposed director, Sam Dobbyn. We added to the
position over the period and see scope for highly
attractive prospective returns from here.
Aquila European Renewables (AERI), which
deducted 158bps from MIGO’s NAV over the
period, has been a disappointing investment.
The trust owns a portfolio of renewable energy
assets in Europe, mainly in the Nordics, Iberia and
Portugal, and went into a wind-down process in
2024 after falling to a wide discount. The thesis
behind our investment was that the manager,
Aquila, which has several private funds investing
in renewable energy, would likely take the assets
in-house at a modest discount to the then NAV.
Although this would have been the most expedient
solution, the slow pace of the wind-down and
discord between the manager and the board
has seen the portfolio sold off piecemeal over an
extended period during which the backdrop for
the assets deteriorated significantly. With several
returns of capital, however, the position is now a
much smaller part of the portfolio, and we watch
with interest to see if the newly-installed directors,
Robert Naylor and Christopher Mills, can repeat
their prior success in resolving difficult corporate
situations.
Changes
Corporate activity in the investment trust sector
continues to be a key theme and we benefited
from a bid for Augmentum Fintech (AUGM) from
a European fintech investor in February 2026.
Although the offer was at a steep discount to
the stated NAV, it was still at a material uplift to
the prevailing share price. We have seen some
arguments that a managed wind-down of the
portfolio would have ultimately returned more
for investors, but such an approach is not without
execution risk. In an environment where we are not
short of new targets, we were content to book our
uplift and redeploy the proceeds elsewhere. AUGM
added 122bps to returns over the period.
Over the period, we established positions in
several listed private equity funds, including
names such as Pantheon International (PIN) and
Harbourvest Global Private Equity (HVPE). Our
thesis here rested on the arbitrage available
between the gap between the discounts on
the funds themselves and where secondary
sales of PE stakes were exchanging hands. Both
PIN and HVPE were significant contributors to
performance, adding 115bps and 92bps to returns
respectively. We wrote an open letter to the board
and shareholders of HVPE calling for a prioritising
of shareholder returns over new investments. The
board’s response was to introduce a sector-leading
commitment to distributions under which 100%
of secondary sale proceeds will be allocated to
tenders and buybacks.
At time of writing, we are unsure how impactful
the US war with Iran will be on global markets.
Higher inflation, fewer rate cuts and most probably
rate increases are likely but the extent of these is
uncertain and dependent on how quickly a deal
can be reached. Market returns have also been
very concentrated around one theme: AI capital
expenditure. Should we see any change in the
optimism of investors around this theme, markets
could see a sharp correction.
Although higher interest rates and inflation will
be a headwind, more difficult markets are where
MIGO often comes into its own. With a portfolio
that has low underlying equity market exposure,
carefully constructed to benefit from idiosyncratic
events and heightened corporate activity in
the investment trust sector, we believe MIGO is
particularly well suited to successfully navigate the
current market backdrop and remind investors of
the value of MIGO’s place in their portfolios.
Charlotte Cuthbertson
Tom Treanor
Asset Value Investors Limited
13 July 2026
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MIGO Opportunities Trust plc / Annual Report 2026
MIGO Opportunities Trust plc / Annual Report 2026
10
% of MIGO’s total portfolio
Top 10 58.6%
Other holdings 41.4%
100.0%
The top ten equity investments make up 58.6%
of the total portfolio, with operating businesses
spread across a range of sectors.
Visit our investment platforms:
www.assetvalueinvestors.com/MIGO/how-to-invest/platforms/
Focus on complex asset classes
Strategic Report / Our Top 10 Holdings
02.
7.8%
of portfolio
(2025: 5.6%)
33%
discount
06.
4.6%
of portfolio
(2025: nil)
20%
discount
07.
4.6%
of portfolio
(2025: nil)
27%
discount
TOP 10 SHARE OF TOTAL PORTFOLIO
VH GLOBAL
ENERGY
INFRASTRUCTURE
01.
12.7%
of portfolio
(2025: 3.9%)
31%
discount
An esoteric mix of renewable
energy and energy transition
assets spanning Brazil, US,
UK and Australia. Following a
sustained period of trading at
a wide discount to NAV, ENRG
adopted a managed wind-down
process in 2025. In particular,
the largest assets, a Brazilian
hydro plant and US Terminal
Storage, should be attractive to
strategic buyers, and transaction
comparables support current
holding values.
Now the largest pure-play battery
storage company in the UK, GRID
has had a chequered history
with its share price cratering in
2023 after weak market pricing
resulted in a dividend suspension.
The trust is currently two years
into a three-year augmentation
programme which we anticipate
should add substantial value
to NAV per share. Should the
company’s rating not improve
organically, we believe it is a likely
M&A target.
One of three UK-listed solar
funds, the company suffered
from the weak investor demand
for renewable assets that has
plagued the sector over the last
several years. In an attempt to turn
its fortunes around, the board put
forward a proposed internalisation
which the market took badly. The
shares fell, and it was clear to us that
a strategic review would result in the
company being put up for sale. We
thought the development pipeline
would likely be attractive to buyers,
particularly its large proportion of
battery storage assets. Post period
end, the company was sold to Drax
at a large premium to the prevailing
share price.
Another of our listed private
equity exposures, with a similar
theme to Pantheon International.
HVPE has announced a raft of
shareholder friendly measures
to try and narrow the discount
including a tender offer and
buybacks post a secondary fund
sale.
Source / VH Global Energy
Source /iStock Credit: Airubon
Source / Unsplash.com
Source / Harbourvest Global Private Equity
GRESHAM
HOUSE ENERGY
STORAGE FUND
HARBOURVEST
GLOBAL
PRIVATE EQUITY
BLUEFIELD
SOLAR INCOME
FUND
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MIGO Opportunities Trust plc / Annual Report 2026
03.
6.7%
of portfolio
(2025: nil)
44%
discount
04.
5.6%
of portfolio
(2025: 4.9%)
28%
discount
05.
5.2%
of portfolio
(2025: 0.5%)
27%
discount
3.5%
of portfolio
(2025: nil)
12%
discount
09.
10.
3.4%
of portfolio
(2025: nil)
41%
discount
08.
4.5%
of portfolio
(2025: nil)
16%
discount
Owns a portfolio of both listed
and private mining prospects
covering a variety of commodities
including coal, cement and
tungsten. Despite a fantastic year
of performance, the trust still sits
on a wide discount. However, with
several of their projects reaching
maturity and set to return cash
either as dividend payments or
through asset or company sales,
the new capital allocation policy
will ensure a material proportion
of these gains will be used for
share buybacks and/or tender
offers.
Listed private equity trusts have
languished on wide discounts in
recent years as portfolio company
exits have dried up amid
concerns around valuation and
debt levels after a decade of low
interest rates. There had become,
however, a clear arbitrage
between where stakes of funds
could be sold in the private
secondary market and where
listed PE trusts were trading. AVI
set about a period of constructive
(and successful) engagement
with the boards of these vehicles
to make the case for such a
course of action.
Taylor Maritime owns a fleet of
ships, mainly dry bulkers. With
shipping perceived as viciously
cyclical, the company has at
times traded at a wide discount to
NAV. In 2024 it acquired Grindrod
Shipping which expanded their fleet
but left them highly geared. After
paying down debt via vessel sales
and transitioning to an operating
company in 2025, the managers
bowed to shareholder feedback
and decided to adopt a wind-down
process. Disruption from the Iran
War has improved the backdrop for
shipping rates and we are hopeful
for a good outcome despite higher
than expected provisions for
realisation costs.
Possibly the bête noir of the trust
sector, Home REIT owned a
portfolio of social housing. After
a high profile scandal, the trust
was delisted whilst the portfolio
was sold. Now effectively a cash
shell with only a few properties
left to sell at auction, the trust sits
on a discount of c.40%. Although
there is clear value, a potential
legal claim against the company
is making investors cautious. Our
research suggests this caution
is overdone. We bought shares
prior to relisting and have built the
position up further as investors
have looked to sell their stakes.
Launched in 2015, GABI
provided income to investors
through lending on student
accommodation and other
specialist commercial real estate
assets. Following a rejected bid,
the company adopted a managed
wind-down which is now into its
final innings.
Chrysalis was launched back
in 2018 to provide investors
with access to the pre-IPO
returns from young fast-growing
companies that were choosing
to stay private for longer. The
trust fell to a wide discount in
2022 following the collapse of
lofty valuations achieved by the
portfolio companies during the
Covid boom. AVI played a key role
in steering the company towards
the adoption of a managed run-
off policy in early 2026 and, with
the trust currently sitting on a
wide discount, we anticipate this
could be a profitable process.
Source / Starling Bank Limited
Source / Unsplash.com
Source / Baker Steel Capital Source / Unsplash.com
Source / Taylor Maritime – HBGE Source / Home REIT
BAKER STEEL
RESOURCES
TRUST
CHRYSALIS
INVESTMENTS
GCP ASSET
BACKED
INCOME FUND
TAYLOR
MARITIME
HOME REIT
PANTHEON
INTERNATIONAL
MIGO Opportunities Trust plc / Annual Report 2026
12
Source / Taylor Maritime – HGBE
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MIGO Opportunities Trust plc / Annual Report 2026
As at 30 April 2026 2025 2024 2023 2022 2021 2020 2019 2018 2017
NAV per share 413.1p 342.5p 362.6p 328.6p 362.6p 345.9p 223.1p 275.6p 276.4p 248.7p
Share price 398.5p 327.0p 346.0p 318.5p 355.5p 346.0p 214.0p 276.5p 273.0p 242.3p
Share price (discount)/premium to NAV per share (3.5)% (4.5)% (4.6)% (3.1)% (2.0)% 0.0% (4.1)% 0.3% (1.2)% (2.6)%
Total net assets (£m) 70.1 65.9 81.7 79.8 94.7 93.1 62.6 77.2 75.2 62.9
Gearing 14.3% 15.2% 6.1% – – 2.1% – – 6.7% 8.0%
Strategic Report / 10 Year Record and Performance Since Inception
-2
0
2
4
6
8
10
12
14
16
-50
0
50
100
150
200
250
300
350
2004
2005
2006
2007
2008
2009
2010
2013
2014
2015
2016
2017
2018
2019
2020 2021 2022
2023
2024
2011 2012
%
2026
2025
PERFORMANCE SINCE INCEPTION (6 APRIL 2004)
10 YEAR RECORD
Total Return Performance to 30 April 2026
Source: Morningstar.
Company Share Price
SONIA +2%Company NAV per Share
MIGO Opportunities Trust plc / Annual Report 2026
14
Company Investment Sector Region
Valuation
2026
£’000 % of portfolio
VH Global Energy Infrastructure† Alternatives Global 9,444 12.7
Gresham House Energy Storage Fund Alternatives UK 5,842 7.8
Chrysalis Investments† Alternatives Global 4,962 6.7
Baker Steel Resources Trust Alternatives Global 4,178 5.6
Pantheon International Private Equity Global 3,874 5.2
Bluefield Solar Income Fund Alternatives UK 3,456 4.6
HarbourVest Global Private Equity Private Equity Global 3,456 4.6
GCP Asset Backed Income Fund† Private Debt UK 3,359 4.5
Taylor Maritime† Alternatives Global 2,587 3.5
Home REIT† Property UK 2,513 3.4
Top ten investments 43,671 58.6
US Solar Fund† Alternatives North America 2,415 3.2
RM Infrastructure Income† Private Debt UK 2,394 3.2
Ecofin US Renewables Infrastructure Trust† Alternatives North America 2,327 3.1
Phoenix Spree Deutschland† Property Europe 2,118 2.8
Real Estate Investors*† Property UK 2,100 2.8
Oakley Capital Investments Private Equity Europe 2,081 2.8
Social Housing REIT Property UK 2,043 2.7
Schroder British Opportunities Trust† Private Equity UK 1,907 2.6
Octopus Renewables Infrastructure Trust Alternatives Global 1,724 2.3
Hansa Investment Co ‘A’ Share Equity Global 1,636 2.2
Top twenty investments 64,416 86.3
Strategic Report / Portfolio Valuation
As at 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
* AIM/NEX Listed
† In liquidation, in a process of realisation or has a fixed life.
Company Investment Sector Region
Valuation
2026
£’000 % of portfolio
Marwyn Value Investors Equity UK 1,308 1.8
Aquila European Renewables† Alternatives Europe 1,288 1.7
Seraphim Space Investment Private Equity Global 1,269 1.7
Symphony International Holdings† Equity Global 1,079 1.5
Hansa Investment Co Equity Global 1,039 1.4
Partners Group Private Equity Private Equity Global 1,039 1.4
Picton Property Income Property UK 1,003 1.4
Ground Rents Income Fund† Property UK 712 1.0
Dunedin Enterprises Investment Trust† Private Equity Global 488 0.7
GCP Infrastructure Investments Alternatives UK 304 0.4
Top thirty investments 73,945 99.3
JPEL Private Equity † Private Equity Global 216 0.3
Macau Property Opportunities Fund † Property Asia Pacific 133 0.2
NextEnergy Solar Fund Alternatives Global 92 0.1
Abrdn Property Income Trust † Property UK 61 0.1
Reconstruction Capital II† Private Equity Europe 30 0.0
Total investments in the portfolio 74,477 100.0
Other current liabilities (including net debt) (4,367)
Net asset value 70,110
MIGO Opportunities Trust plc / Annual Report 2026
16
2021
Equity
37.7
%
Private Equity
22.9%
Property
16.3%
Mining
13.9%
Other
4.7%
Cash
4.5%
2021
Global
39.1
%
UK
29.0
%
Asia Pacific (ex-Japan)
8.3
%
Europe
8.0
%
Cash
4.5
%
India
3.9
%
North America
3.9
%
Japan
3.3
%
Portfolio by geographical exposure – April 2026 Portfolio asset allocation – April 2026
2026 2025
Global
52.9% 33.5%
UK
38.5% 25.6%
Europe
7.8% 23.8%
North America
6.8% 12.9%
Asia Pacific (ex-Japan)
0.2% 5.9%
Japan
– 2.8%
Other current assets and liabilities
(6.2%)
(4.5%)
2026 2025
Alternatives
57.8% 31.9%
Private Equity
20.1% 19.8%
Property
15.2% 24.4%
Private Debt
8.2% 0%
Equity
4.9% 28.4%
Other current assets and liabilities
(6.2%) (4.5%)
Geographical exposure for comparison – April 2021 Portfolio asset allocation for comparison – April 2021
Strategic Report / Portfolio Analysis
As at 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
Finding unique investment opportunities
ABOUT ASSET VALUE INVESTORS
Asset Value Investors Limited (“AVI”) is the
Company’s Alternative Investment Fund Manager.
AVI was established in 1985 to take over the
management of one of the oldest listed investment
companies in London. AVI has a long history of
running investment trusts and investing in them.
AVI’s strategy is to seek out-of-favour companies
whose assets are misunderstood by the market
or under-researched and which trade significantly
below the estimated value of the underlying
assets. This specialist research-driven approach is
still a unique combination nearly 40 years later.
Aligned with the PRI
AVI is aligned with the UN-supported Principles
for Responsible Investment (PRI), which recognise
that an efficient, sustainable global financial
system is essential to long-term value creation.
Such a system rewards responsible investment
practices while supporting positive outcomes for
the environment and society. AVI became a PRI
signatory on 9 April 2021.
Active Ownership
AVI’s bespoke ESG monitoring system helps
identify weaknesses within a company and
supports effective engagement where appropriate.
Through constructive dialogue, we encourage and
expect investee companies to take meaningful
action to address these issues in the context of
long-term value creation.
AVI: RESPONSIBLE INVESTORS
AVI believes that the integration of ESG
and sustainability considerations into our
investment strategy is fundamental to
developing a comprehensive understanding
of each investment’s ability to create and
sustain long-term value. This approach
reflects both our philosophy as long-term,
responsible investors and our conviction
that environmental, social and governance
factors can materially influence risk, returns
and capital allocation decisions over time.
By embedding these considerations within
our investment process, we aim to enhance
decision-making and support more resilient
outcomes for shareholders.
For AVI’s approach to ESG issues, please see AVI’s website at:
https://www.assetvalueinvestors.com/responsible-investing/esg-approach/
Managed by AVI. Visit the website at:
www.assetvalueinvestors.com
Strategic Report / AVI Introduction
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 year ended 30 April 2026
and its future developments, and
details of the principal risks and
challenges it faces. Its purpose is
to inform the shareholders of the
Company and help them to assess how
the Directors have performed their
duty to promote the success of the
Company. In particular, the Chairman’s
Statement on pages 4 and 5 and
the Investment Manager’s Report
on pages7 to 9 concentrate on the
outlook for the current year and the
factors likely to affect the position of
the business.
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 time of
their approval 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 28
to 33.
Business Model
The Company is an externally managed
investment trust and its shares are admitted to
the closed‑ended investment funds category of
the FCA’s Official List and to trading on the main
market of the London Stock Exchange.
The Company has been approved by HM
Revenue & Customs as an authorised investment
trust under sections 1158 and 1159 of the
Corporation Tax Act 2010, subject to there being
no subsequent serious breaches of regulations.
In the opinion of the Directors, the Company is
directing its affairs so as to enable it to continue to
qualify for such approval.
The purpose of the Company is to provide a
vehicle for investors to gain exposure to a portfolio
of companies which have been undervalued by
the markets in which they are traded, through a
single investment.
The Company’s strategy is to create value for
shareholders by addressing its investment
objective, which is set out below.
As an externally managed investment trust, all
of the Company’s day‑to‑day management
and administrative functions are outsourced to
service providers. As a result, the Company has
no executive directors, employees or internal
operations.
The Company is an Alternative Investment Fund
(“AIF”) under the UK Alternative Investment
Fund Managers Directive (“UK AIFMD”) and has
appointed Asset Value Investors Limited (“AVI”) as
its Alternative Investment Fund Manager (“AIFM”)
and Investment Manager with effect from the
close of business on 15 December 2023.
The Board has retained overall responsibility
for risk management and has appointed AVI to
manage and promote its investment portfolio.
Marketing, company secretarial and administrative
services are outsourced to Frostrow Capital LLP
(see page 78 for further information).
The Board remains responsible for all aspects
of the Company’s affairs, including setting the
parameters for monitoring the investment strategy
and the review of investment performance and
policy. It also has responsibility for all strategic
policy issues, including share issuance and
buybacks, share price and discount/premium
monitoring, corporate governance matters,
dividends andgearing.
Further information on the Board’s role and the
topics it discusses with the Investment Manager
is provided in the Corporate Governance Report
beginning on page 40.
Investment Objective
The objective of the Company is to outperform
SONIA plus 2% (the “Benchmark”) over the longer
term, principally through exploiting inefficiencies in
the pricing of closed‑ended funds (SONIA being
the Sterling Overnight Index Average, the Sterling
Risk‑Free Reference Rate preferred by the Bank of
England for use in Sterling derivatives and relevant
financial contracts). This is intended to reflect the
aim of providing a better return to shareholders
over the longer term than they would get by
placing money on deposit.
The Benchmark is a target only and should not be
treated as a guarantee of the performance of the
Company or its portfolio.
Investment Policy
The Company invests in closed‑ended
investment funds traded on the London Stock
Exchange’s main market, but has the flexibility
to invest in investment funds listed or dealt
on other recognised stock exchanges, in
unlisted closed‑ended funds (including, but
not limited to, funds traded on AIM) and in
open‑ended investment funds. The funds in
which the Company invests may include all
types of investment trusts, companies and
funds established onshore or offshore. The
Company has the flexibility to invest in any class
of security issued by investment funds including,
without limitation, equity, debt, warrants or
other convertible securities. In addition, the
Company may invest in other securities, such
as non‑investment fund debt, if deemed to
be appropriate to produce the desired returns
toshareholders.
The Company is unrestricted in the number
offunds it holds.
The Company invests in listed closed‑ended
investment funds that themselves have stated
investment policies to invest no more than 15%
of their gross assets in other listed closed‑ended
investment funds. However, the Company may
invest up to 10%, in aggregate, of the value of
its gross assets at the time of acquisition in
closed‑ended investment funds that do not have
such a stated investmentpolicy.
Strategic Report / Business Review
18
MIGO Opportunities Trust plc / Annual Report 2026
In addition, the Company will not invest more than
25%, in aggregate, of the value of its gross assets
at the time of acquisition in open‑ended funds.
There are no prescriptive limits on allocation of
assets in terms of asset class or geography.
There are no limits imposed on the size of
hedging contracts, save that their aggregated
value will not exceed 20% of the portfolio’s gross
assets at the time they are entered into.
The Board permits borrowings of up to 20% of the
Company’s net asset value (measured at the time
new borrowings are incurred).
The Company’s investment objective may lead, on
occasions, to a significant amount of cash or near
cash being held.
Dividend Policy
It is the Company’s policy to pursue capital growth
for shareholders with income being a secondary
consideration. This means that the Company’s
Investment Manager is frequently drawn to
companies whose future growth profile is more
important than the generation of dividend income
for shareholders.
The Company complies with the United
Kingdom’s investment trust rules regarding
distributable income which require investment
trusts to retain no more than 15% of their income
from shares and securities each year. The
Company’s dividend policy is that the Company
will pay the minimum dividend required to
maintain investment trust status.
Results and Dividend
The results attributable to shareholders for
the year ended 30 April 2026 are shown on
page 2. Subject to shareholders’ approval at
the forthcoming Annual General Meeting, a
final dividend of 2.00p per share will be paid on
5October 2026 to shareholders on the register as
of 4 September 2026. The associated ex‑dividend
date will be 3 September 2026.
The Board
At the date of this report, the Board of the
Company comprises Richard Davidson (Chairman),
Lucy Costa Duarte, Caroline Gulliver (Chair of the
Audit Committee and SID) and Ian Henderson.
All Directors are independent non‑executive
directors and served throughout the year and up
to the signing of this report. They will stand for
re‑election at the forthcoming Annual General
Meeting.
Further information on the Directors can be found
on page 35.
Board Diversity
The Board is fully supportive of all aspects
of diversity and the importance of having a
range of skilled, experienced individuals with
relevant knowledge in order to allow it to fulfil its
obligations. Further information on Board diversity
as well as the Board’s diversity policy can be
found in the Corporate Governance Report, on
page 41.
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, amongst other
things, 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:
• investment objective and policy, incorporating
the investment guidelines and limits, and
changes to these;
• whether the manager should be authorised to
gear the portfolio up to a pre‑determined limit;
• review of performance against the Company’s
Key Performance Indicators (“KPIs”);
• consideration of share issuance and buybacks
and premium/discount management;
• review of the performance and continuing
appointment of service providers; and
• 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.
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MIGO Opportunities Trust plc / Annual Report 2026
NAV and the movement of
the NAV compared with the
notional returns available
for cash – defined as SONIA
plus 2%, the Company’s
Benchmark^
The Directors regard the Company’s net asset value (“NAV”) return per share as being the overall measure of value
delivered to shareholders over the long term, asopposed to returns available for cash holdings.
A full description of performance during the year under review and the investment portfolio are contained in the
Investment Manager’s Report beginning on page 9.
The NAV total return per share for the year to 30April2026 was 20.6% (2025: (5.4)%), compared with the Benchmark
return of 6.1% (2025: 7.1%).
NAV volatility^
The Company aims to deliver its performance with a lower level of volatility in the NAV than equity markets.
For the year to 30 April 2026, the Company’s NAV had a volatility of 6.8% (2025:8.9%)*, compared with the volatility of the
Deutsche Numis All Share Total Returns Index (inc Investment Companies) of 10.1% (2025:12.8%).
The movement in the
Company’s share price
One of the most immediate measures of the value of the Company’s Ordinary shares is their price. The Board regularly
considers the Company’s investment performance and other ways in which share price performance may be enhanced,
including the effectiveness of marketing.
The Ordinary share price increased by 21.9% (2025: decreased by 5.5%) over the year. Further details are given in the
Chairman’s Statement on page4 and the Investment Manager’s Report beginning on page9.
Share price in relation to the
NAV 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. However, there can be volatility in the discount or
premium during the year. Therefore, the Board requests authority 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 under review, no new shares were issued by the Company (2025: none). New shares will only be issued
at a premium to the Company’s cum‑income net asset value at the time of issue. 2,274,835 shares were bought back
during the year (2025: 3,291,420), and no shares have been bought back after the year‑end (2025: 936,044).
The Company’s Ordinary share price in relation to the NAV per share during the year ended 30 April 2026 has ranged
from a premium of 0.4% (2025: discount of <0.1%) to a discount of 7.8% (2025: 5.1%). At the year end, the shares traded at
a discount of 3.5% to the NAV per share (2025: 4.5%). Incomparison, the unweighted average discount across the whole
investment companies universe was 14.2% (2025: 16.34%)
#
.
* Source: Frostrow Capital LLP.
^ See Glossary on pages 81 to 84 for definition and calculation methodology.
# Source: Deutsche Numis.
Key Performance Indicators
The Company’s Board of Directors
meets at least four times a year. At
each quarterly meeting it reviews
performance against a number of key
performance measures
20
MIGO Opportunities Trust plc / Annual Report 2026
Strategic Report / Business Review continued
The Board considers that the risks
detailed within this report are the
principal risks currently facing the
Company to deliver its strategy.
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 is in line 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 April 2026, the Audit
Committee has 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 in place 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, although it
is important to note that the systems in place
cannot eliminate the risk of failure to achieve the
Company’s investment objective.
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 below. In addition,
information about the Company’s risk assessment
and internal control procedures is provided in the
Audit Committee Report beginning on page 48.
The principal risks are categorised under the
following broad headings:
• investment risks;
• strategic and business risks;
• operational risks; and
• legal, regulatory and tax risks.
Principal Risk Mitigation
Market and discount risk
The Company aims to capitalise on the opportunities that exist due to
inefficiencies in the pricing of closed-ended funds and is exposed to
fluctuations in the market prices of those funds and their underlying assets.
Additionally, the Company is exposed to the risk that the market price
of its investments differs from that of their NAV per share – purchasing
funds whose market price is at a discount to NAV per share can result in
significant gains on the upside, but can also lead to exposure to poorly
performing companies.
The Company may use borrowing, the effect of which would be to amplify
the gains or losses the Company experiences.
Investors should be aware that by investing in the Company they are
exposing themselves to the market risks associated with owning publicly
traded shares, and the additional discount risks specific to investing in
closed‑ended funds.
To manage this risk the Board and the AIFM have appointed the Investment
Manager to manage the portfolio within the remit of the investment
objective and policy and borrowing limits. Compliance with the investment
policy and borrowing limits is monitored on a daily basis by the AIFM and
reported to the Board monthly.
At the year‑end the Company had 14.3% debt as a percentage of net assets
(2025: 15.2%).
The Investment Manager monitors the volatility, discount, quality of
underlying assets, and level of gearing within the portfolio holdings and
potential investments. The results of this feed into the stock selection
process and consideration of the portfolio constituents. Inaddition, the
Portfolio Managers report at each Board meeting on the performance of
the portfolio, encompassing, inter alia, the rationale for stock selection
decisions, the make‑up of the portfolio, and portfolio company updates.
Changes have been made to MIGO’s portfolio to implement a higher‑
conviction approach in order to align with the current opportunities in the
investment trust sector.
Cash, Interest rate, Other price, Currency, Liquidity and Credit risk
For information on cash, interest rate, other price, currency, liquidity and
credit risk please see Note 16 to the Financial Statements on pages 76 to 78.
INVESTMENT RISKS
Increased
Decreased
No Change
Principal Risks, Emerging Risks and Risk Management
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Principal Risk
Mitigation
Company’s business objectives and strategy
The Company and its shareholders are exposed to the risk, particularly if the
investment strategy and approach are unsuccessful, that the Company may
be viewed unfavourably resulting in a widening of the share price discount to
NAV per share.
The Board and AVI resolved to implement a higher‑conviction approach to
managing MIGO, to align with the current opportunities in the investment trust
sector. This has seen MIGO’s portfolio concentrating and focusing on 10‑15 core
holdings.
In managing this risk the Board reviews the Company’s investment objective in
relation to market and economic conditions and the performance of its peers
and discusses at each Board meeting the Company’s future development and
strategy.
MIGO had a total of 35 holdings as at 30 April 2026 of which the Top 15 represent
73.9% of the portfolio. The Board and AVI believe that larger stakes in a more
targeted investment company portfolio will enable more influential engagement
with boards, aiming to accelerate superior returns from the wide discount
opportunities in the sector.
The Board monitors the discount trend and considers how share price
performance may be enhanced, including the effectiveness of marketing and
the possibility of share buybacks. Given the size of the Company, the Board
is conscious of the impact of share buybacks on liquidity and the ongoing
charges of the Company.
The Investment Manager, Frostrow and Deutsche Numis are in regular
contact with larger investors to ensure that MIGO’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.
Key person risk
The loss of a key employee of the Investment Manager could result in the
deterioration of the performance of the Company.
The Board considers the make-up of the team supporting the Portfolio
Managers as part of its annual review. During the year under review with
effect from 18 June 2025, Tom Treanor and Charlotte Cuthbertson worked as
Co-Portfolio Managers of MIGO within the wider team of AVI, receiving any
necessary support as and when needed.
STRATEGIC AND BUSINESS RISKS
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Strategic Report / Business Review continued
Company duration risk
Every three years, the Company’s shareholders may be offered a realisation
opportunity at the discretion of the Board. Depending on the structure of the
realisation opportunity and the level of take‑up, this could reduce the size of
the Company to an unattractive level.
The Articles contain provisions for shareholders to elect to realise all or part of
their holdings of Ordinary shares at three‑yearly intervals.
The Board formulates the appropriate manner in which such a realisation
opportunity may be offered based on feedback from the relevant service
providers. In particular, investor sentiment prior to the realisation opportunity in
2024 was monitored by the Investment Manager and the Company’s corporate
broker and this saw only 5.3% of MIGO’s issued share capital was realised
and bought back by the Company, a good result in the then current market
conditions. The next realisation opportunity is due to be offered to shareholders
in 2027.
Principal Risk Mitigation
Global Risk
Significant political and economic change in the UK and abroad might lead to
volatile markets impacting the Company’s performance and reduced investor
appetite for the Company’s shares.
In particular, ongoing conflicts in Ukraine, Gaza and the Middle East have also
been a contributor to market volatility and investor risk aversion.
Global events, such as another pandemic, acts of war or terrorist attacks, might
affect the performance of portfolio companies or result in the Company’s
service providers being unable to meet their contractual duties.
Emerging technologies such as Artificial Intelligence (“AI”) present both
opportunities and, in the absence of adequate regulation, risks.
Political and economic developments both in the UK and world-wide are
being monitored and discussed, where relevant, between the Board and the
Investment Manager as part of the portfolio review at every Board meeting.
The Investment Manager maintains a dialogue with the investee companies
and monitors the impact of any material events on their business, and updates
the Board accordingly.
STRATEGIC AND BUSINESS RISKS CONTINUED
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Principal Risk Mitigation
Service provider risk
The Board is reliant on the systems of the Company’s service providers and
as such a disruption to, or a failure of, those systems could lead to a failure
to comply with law and regulations leading to reputational damage to the
Company – either directly or by association with the service provider in
question – and/or financial loss.
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: receives reports from the AIFM and Frostrow
Capital LLP on compliance with applicable laws and regulations; reviews
internal control reports and key policies of the AIFM, Investment Manager,
Custodian and Frostrow; reviews reports from the Depositary; maintains a
risk matrix which details the risks to which the Company is exposed and the
controls relied upon to manage those risks; and receives updates on pending
changes to the legal and regulatory environment and progress towards the
Company’s compliance with any relevant future changes.
The service providers of the Company have again confirmed that they have all
necessary business continuity procedures in place including enabling staff to
work from home, increased IT and cyber security awareness and holding team
and client meetings via video conference calls as and when required. The
Board continues to monitor the performance of all service providers.
OPERATIONAL RISKS
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Strategic Report / Business Review continued
Principal Risk Mitigation
ESG and Climate Change Risk
Risks related to the environment, social issues and governance (ESG) such
as the impact of climate change or bad governance on portfolio companies,
MIGO itself or its service providers could have an adverse impact on
operational performance and may lead to a reduction in demand for the
Company’s shares as investors seek greater ESG oversight in their portfolios.
At every Board meeting, the Board receives updates including information on
governance-related issues, from the Portfolio Managers and the Company
Secretary.
Due to the nature of the Company and its investment policy, any investment
decisions can only, at best, havea limited effect on climate change and ESG
issues. Details of the Investment Manager’s ESGapproach can be found in the
“Responsible Investing” section on AVI’s website www.assetvalueinvestors.com/
responsible‑investing/.
UK Legal and Regulatory Risk
The Company and/or the Directors might fail to comply with legal
requirements in relation to FCA dealing rules and procedures, the UK AIFMD,
the UK 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.
This could result in reputational damage to the Company or in its shares being
suspended from listing which would result in a loss of investment trust status
and gains within the portfolio being subject to Capital Gains Tax.
The Board monitors regulatory change with the assistance of Frostrow and its
external professional advisers to ensure compliance with applicable laws and
regulations including the Companies Act 2006, the AIFMD, the Corporation Tax
Act 2010 (“Section 1158”), the Market Abuse Regulation (“MAR”), the Disclosure
Guidance and Transparency Rules (“DTRs”) and the FCA’s UK 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, MIGO’s
Articles of Association 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.
LEGAL, REGULATORY AND TAX RISKS
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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 twice
yearly. Emerging risks are discussed in detail
as part of this process to try to ensure that both
emerging and well-known risks are identified and
mitigated as far as possible. Any emerging risks
and mitigations are added to the risk register.
The experience and knowledge of the Directors
is 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
corporate 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.
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 ateach Board meeting.
The Board has considered a detailed assessment
of the Company’s ability to meet its liabilities as
they fall due, including 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.
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 Long-Term Viability Statement,
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 at least the next 12 months and
that, accordingly, it is appropriate to continue to
adopt the going concern basis in preparing the
financialstatements.
The changes to the management of MIGO and its
portfolio were received positively by the market
following the announcement on 18June 2025.
Further information is available in the Chairman’s
Statement on pages 4 and 5.
Long-Term Viability Statement
In accordance with the UK Corporate Governance
Code, the Directors have carefully assessed the
Company’s current position and prospects as
described in the Chairman’s Statement and the
Investment Manager’s Report, as well as the
Principal Risks outlined on pages21 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 three financial years. The Board has chosen
a three‑year horizon in view of the long‑term
nature and outlook adopted by the Investment
Manager when making decisions while
recognising the limitations and uncertainties
inherent in predicting market conditions in
making this assessment.
In addition, the realisation opportunity is offered
to shareholders every three years.
To make the assessment and in reaching the
conclusion of long‑term viability, 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:
• the portfolio is principally comprised of
investments traded on major international
stock exchanges. Based on historic liquidity
analysis,85.9% of the current portfolio could
be liquidated within 31 trading days and 37.7%
in seven days under normal market conditions.
Even with a more concentrated portfolio, the
Board expects that the majority of investments
can be liquidated speedily if necessary.
• 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
• the Company has no employees, only its non‑
executive Directors. Consequently, it does not
have redundancy or other employment‑related
liabilities or responsibilities.
Finally, AVI as the Company’s AIFM and
Investment Manager is not proposing to
change MIGO’s existing investment policy since
establishing a higher‑conviction portfolio and
having a more activist approach. Established
in 1985, AVI is an experienced manager of
investment trusts, and the Board expects MIGO
to benefit from AVI’s deep sector expertise
and supportive analyst resource as well as its
distribution and marketing channels. Further
information can be found in the Chairman’s
Statement on pages 2 and 3.
The Audit Committee considers the potential
impact of the Company’s principal risks and
various severe, but plausible, downside
scenarios, as well as the following assumptions in
considering the Company’s longer‑term viability:
• there will continue to be demand for
investment trusts;
• investors will wish to continue to have
exposure to the type of companies that the
Company invests in, namely closed‑ended
investment funds;
• the Board and the Investment Manager will
continue to adopt a long‑term view when
making investments;
• the threats to the Company’s solvency or
liquidity incorporated in the Principal Risks
will be managed or mitigated as outlined on
pages21 to 25;
• regulation will not increase to a level that makes
running the Company uneconomical; and
• the performance of the Company will continue
to be satisfactory.
The continuing uncertainty in the global economy
as well as the conflicts in Ukraine and the Middle
East, have contributed to supply chain disruption
and inflationary pressures world-wide, and also to
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MIGO Opportunities Trust plc / Annual Report 2026
Strategic Report / Business Review continued
market volatility. 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 severe but plausible downside scenarios
such as reviewing the effects of substantial falls
in investment values and the impact on the
Company’s ongoing charges ratio, and cash flows,
which were the subject of stress testing.
Furthermore, the Audit Committee considered the
operational resilience of the Company’s service
providers, and thereby the operational viability of
the Company. During the year under review all key
service providers have again been 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.
Based on the results of this review, the Directors
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 three financialyears.
Management Arrangements
AIFM and Investment Manager
Asset Value Investors Limited (“AVI”) is the
Company’s Alternative Investment Fund Manager
(“AIFM”) and Investment Manager under an
Investment Management Agreement (“IMA”)
dated 26 July 2023 and effective from the close
of business on 15December 2023. The IMA was
amended during the year, with the restated
IMA effective from the close of business of
9July2025.
Under the terms of the IMA, the AIFM and
Investment Manager provides, inter alia, the
following services:
• risk management services;
• monitoring the Investment Manager’s
compliance with the Company’s investment
objective and investment policy and reporting
any non‑compliance in a timely manner to the
Investment Manager and the Board;
• determining the net asset value per share on a
daily basis;
• maintaining professional indemnity insurance
at the level required under the AIFM Rules;
• preparing the monthly factsheets for the
Company;
• upholding compliance with applicable tax,
legal and regulatory requirements;
• seeking out and evaluating investment
opportunities;
• deciding the manner by which monies should
be invested, divested, retained or realised;
• deciding how rights conferred by the
investments should be exercised;
• analysing the performance of investments
made; and
• advising the Company in relation to trends,
market movements and other matters which
may affect the investment objective and policy
of the Company.
At the start of the period, the management fee
payable to the AIFM was calculated at an annual
rate of 0.65% of the adjusted market capitalisation
of the Ordinary Shares and 0.5% of the adjusted
market capitalisation of any Realisation Shares in
issue at the time. Following the 2024 Realisation
Opportunity, there are no realisation shares
inissue.
With effect from 9 July 2025, the Board of
MIGO agreed a revised fee structure with AVI.
This reduced the management fee to 0.35%
per annum on the lower of MIGO’s market
capitalisation and net asset value (NAV) and
added a performance fee of 15% of NAV total
returns in excess of a SONIA + 3% hurdle, subject
to a high watermark. Overall fees payable by
the Company in any year will be capped at
2.5% per annum of the lower of MIGO’s market
capitalisation and NAV. The management fee
continues to accrue daily and is payable monthly
in arrears.
In addition, as part of the revised fee structure,
AVI will reinvest 25% of any performance fee paid
into MIGO shares, subject to an aggregate 5% cap
on AVI’s interest in MIGO shares, and a minimum
3‑year hold period for shares acquired under this
mechanism.
If the Company as a whole moves to a realisation
basis following a future Realisation Opportunity,
then the AIFM will be paid 0.5% of the adjusted
market capitalisation of the Company as a whole.
Details of the fees paid to the AIFM for its
services during the year are set out in note 3 to
the Financial Statements on page 68.
The IMA may be terminated by six months’ written
notice from either party subject to the provisions
for earlier termination as set out therein.
There are no specific provisions contained within
the IMA relating to compensation payable in the
event of termination of the agreement other than
the entitlement to fees which would be payable
within any notice period.
Continuing Appointment of the AIFM and
Investment Manager
The Board, through the Management
Engagement Committee, keeps the performance
of the AIFM and Investment Manager under
review. It is the opinion of the Directors that the
relationship with AVI is working well and that
the appointment of AVI as AIFM and Investment
Manager is in the best interests of shareholders
as a whole. In coming to this decision, the Board
took into consideration, inter alia, the following:
• That, further to the announcement on 18June
2025, Charlotte Cuthbertson was joined in
co‑managing MIGO by Tom Treanor, Director
and Fund Manager at AVI. Charlotte and
Tom continue to be supported by AVI’s wider
11‑strong research team.
• That the investment performance of MIGO is
encouraging relative to that of the markets in
which the Company invests.
• That the remuneration of the AIFM and
Investment Manager is reasonable. In
particular, the Board believes that the agreed
changes reinforce MIGO’s commitment to
leading investment company best practice,
by proactively aligning the portfolio to the
investment opportunity, and strengthening
alignment between shareholders, Investment
Manager and Board.
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Company Secretary, Marketing and
Administration
Company secretarial, marketing, and
administrative services are provided by Frostrow
Capital LLP (“Frostrow”) under an agreement
dated 1 February 2016 and novated on 24 April
2020 and 27 July 2023. Anannual management
services fee of 25basis points of the adjusted
market capitalisation of the Company, charged
quarterly in arrears, is payable, subject to a
minimum annual fee of £120,000. Effective from
1August 2025, Frostrow’s fees reduced from
25 basis points to 20 basis points on market
capitalisation of the Company up to £100 million.
Theagreement may be terminated by either
party on six months’ written notice.
Frostrow provides the following services,
interalia, under its agreement with the Company:
• marketing and shareholder services;
• administrative and company secretarial
services;
• advice and guidance in respect of corporate
governance requirements;
• maintenance of the Company’s accounting
records together with Waystone, to which a
number of accounting functions have been
delegated;
• preparation of the annual and half‑yearly
reports;
• ensuring compliance with applicable legal and
regulatory requirements; and
• provide marketing support services to the
Company and promote the Company to
external investors.
In light of the high level of service provided by
Frostrow in these areas, it is the opinion of the
Directors that the continuing appointment of
Frostrow is in the best interest of shareholders.
Details of the fees paid to Frostrow for their
services during the year are set out in note 4 to
the Financial Statements on page 69.
Company Promotion
Promotion of the Company is carried out by the
Company’s advisers AVI, Frostrow, Deutsche
Numis and Kaso Legg Communications, a
specialist PR agency.
In particular, AVI, Frostrow and Deutsche Numis
together provide a continuous, pro‑active
marketing, distribution and investor relations
service by actively engaging with professional
investors, typically discretionary wealth
managers, some institutions, family offices, IFAs
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.
There is 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 the Portfolio Managers,
but most of the meetings do not, which means
the Company is being actively promoted while
the Portfolio Managers concentrate on managing
the portfolio. The Company also benefits from
involvement in the regular professional investor
seminars run by Frostrow and AVI in major
centres, notably London, Edinburgh and Dublin,
or webinars which are focused on buyers of
investment companies.
Frostrow produces many key corporate
documents, including the annual and half‑yearly
reports. All Company information and also
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.
Kaso Legg Communications supports the
other advisers and the Investment Manager in
particular in their engagement with stakeholders
by arranging interviews, podcast and press
commentary opportunities, writing articles,
drafting announcements and monitoring press
coverage for the Company.
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.
Depositary and Custodian
JP Morgan Europe Limited was appointed as
Depositary under an agreement dated 11 October
2023 (the “Depositary Agreement”), and with
effect from the close of business on 15 December
2023. The Depositary Agreement is terminable on
90 calendar days’ notice from either party.
JPMorgan Chase Bank, N.A., London Branch, has
been appointed as the Company’s Custodian
under an agreement dated 11October 2023 (the
“Custody Agreement”), also with effect from
the close of business on 15 December 2023.
Following an initial term of three years, the
Custody Agreement may be terminated by the
Company by giving 60 calendar days’ notice and
by the Custodian by giving 180 days’ notice.
Stakeholder Interests and Board Decision-
Making (Section 172 Statement)
The Directors’ overarching duty is to act in
good faith and in a way that is the most likely
to promote the success of the Company as set
out in Section 172 of the Companies Act 2006. In
doing so, Directors must take into consideration
the interests of the various stakeholders of the
Company, the impact the Company has on the
community and the environment, take a long‑
term view on consequences of the decisions
they make as well as aiming to maintain a
reputation for high standards of business conduct
and fair treatment between the members
oftheCompany.
Fulfilling this duty naturally supports the
Company in achieving its investment objective
and helps to ensure that all decisions are made in
a responsible and sustainable way. In accordance
with the requirements of the Companies
(Miscellaneous Reporting) Regulations 2018,
the Company explains how the Directors have
discharged their duty under Section 172 below.
To ensure that the Directors are aware of, and
understand, their duties they are provided with
the pertinent information when they first join the
Board as well as receiving regular and ongoing
updates and training on the relevant matters.
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Induction and access to training is provided for
new Directors. They also have continued access
to the advice and services of the Company
Secretary and, when deemed necessary, the
Directors can seek independent professional
advice at the Company’s expense. The schedule
of Matters Reserved for the Board, as well as
the Terms of Reference of its committees, are
reviewed on an annual basis and further describe
Directors’ responsibilities and obligations and
include any statutory and regulatory duties.
The Audit Committee has the responsibility
for the ongoing review of the Company’s risk
management systems and internal controls
and, to the extent that they are applicable, risks
related to the matters set out in Section172
are included in the Company’s risk register and
are subject to periodic and regular reviews and
monitoring.
Stakeholders
A company’s stakeholders are normally
considered to comprise its shareholders, its
employees, its customers, its suppliers as
well as the wider community in which the
company operates and impacts. The Company
is different in that as an externally managed
investment trust it has no employees and,
significantly, its customers are synonymous
with its shareholders. In terms of suppliers,
the Company receives professional services
from a number of different service providers,
principal among them being the Investment
Manager. 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 the Investment Manager and Frostrow
are in attendance at each Board meeting. The
services provided by the Investment Manager
and Frostrow are fundamental to the long‑term
success of the Company. Furthermore, the Board
believes that the wider community in which the
Company operates encompasses its portfolio
of investee companies and the communities in
which they operate.
Details of how the Board considers the needs
and priorities of the Company’s stakeholders and
how these are taken into account during all its
discussions and as part of its decision‑making
are detailed below. All discussions involve careful
consideration of the longer‑ term consequences
of any decisions and their implications for
stakeholders.
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WHO?
WHY?
HOW?
Stakeholder group The benefits of engaging with the Company’s stakeholders
How the Board, the Investment Manager
and Administrator have engaged with
the Company’s stakeholders
Investors
Continued shareholder support and engagement are critical to the continued
existence of the Company and the delivery of its long‑term strategy.
Clear communication of the Company’s strategy and the performance
against the Company’s objective can help the share price trade at a narrower
discount or a wider premium to its net asset value per share which benefits
shareholders.
New shares can be issued to meet demand without diluting net asset value
per share for existing shareholders. Increasing the size of the Company can
benefit liquidity as well as spread costs.
In an effort to moderate 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 in the market if conditions permit. The Company does not
currently hold any shares in treasury.
The Company seeks to listen to shareholder feedback on performance,
investment changes and the share price.
The Investment Manager, Frostrow and the Company’s corporate 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 AVI and Frostrow. The Board reviews and
considers the marketing plans on a regular basis. Reports from the Company’s corporate
broker on investor sentiment and industry issues are submitted totheBoard.
Key mechanisms of engagement include:
• the Annual General Meeting where shareholders have the opportunity to meet the
Directors and Portfolio Managers and to ask questions;
• the Annual and Half‑yearly Reports of the Company, providing investors with a clear
understanding of MIGO’s strategy, portfolio and financial position;
• the daily publication of the net asset value per share;
• Stock Exchange announcements;
• the Company’s website which hosts reports, video interviews with the Portfolio Managers
and monthly newsletters; and
• one‑on‑one investor meetings and online webinars.
During the year under review, the Board communicated to investors the change of co‑
manager, the new portfolio approach and a more performance‑driven fee structure. An
initial stock exchange announcement was followed by meetings with shareholders and
webinars by the Portfolio Managers who explained their vision for MIGO’s portfolio changes
in more detail.
Digital communications, public relations and social media activity, including portfolio
updates, company news, webinars, video content and press coverage, helped to maintain
regular engagement with existing retail shareholders and broaden awareness of the
Company amongst prospective investors.
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Strategic Report / Business Review continued
WHO?
WHY?
HOW?
Stakeholder group The benefits of engaging with the Company’s stakeholders
How the Board, the Investment Manager
and Administrator have engaged with
the Company’s stakeholders
Investment Manager
The relationship with the Investment Manager is fundamental to ensuring the
Company meets its investment objective.
Engagement with the Company’s Investment Manager is necessary to
evaluate its performance against the Company’s stated strategy and to
understand any risks or opportunities this may present.
Engagement also helps ensure that Investment Management costs are
closely monitored and remain competitive.
Engagement with shareholders can help provide feedback on the evolution of
the strategy and any changes to it.
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 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.
During the year, the Board and the Investment Manager agreed to a change of co‑managers
for MIGO, a more focused and activist approach, a performance driven fee structure and
capital return mechanism in addition to the Realisation Opportunity every three years. For
more information please see the Chairman’s Statement on pages 4 and 5.
Service Providers
The Company contracts with third parties for other services including:
depositary, custodian, 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.
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 and collegiately.
Portfolio Companies
Gaining a deeper understanding of the portfolio companies and their
strategies assists in understanding and mitigating risks of an investment as
well as identifying future potential opportunities.
Day‑to‑day engagement with portfolio companies is undertaken by the Investment
Manager. Details of how the Investment Manager carries out portfolio management as well
as information on its investment approach can be found in the Investment Manager’s Report
on pages 7 to 9. The Board receives updates at each scheduled Board meeting from the
Portfolio Managers on specific investments including regular valuation reports and detailed
portfolio and returns analyses.
The Investment Manager’s engagement with portfolio companies includes active voting at
their annual general meetings, discussions with their stakeholders and on‑site visits where
appropriate.
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WHAT? OUTCOMES AND ACTIONS
What were the key topics of engagement?
What actions were taken, including principal decisions?
Key topics of engagement with investors
• Ongoing dialogue with shareholders concerning the strategy of the Company, performance and the
portfolio.
• Ongoing dialogue about the impact of regulation and cost disclosures.
• During the year, the Board and the Investment Manager agreed a change of co‑managers for MIGO,
a more focused and activist approach, a performance driven fee structure and another possible
capital return mechanism in addition to the Realisation Opportunity every three years.
• The Investment Manager, Frostrow and the Company’s corporate broker meet regularly with
shareholders and potential investors to discuss the Company’s strategy, performance, the portfolio
and any other issues which might be raised.
• Shareholders are provided with performance updates via the Company’s website as well as the usual
financial reports, monthly factsheets, Stock Exchange announcements and podcasts.
• The changes to the co‑managers, new portfolio approach and new fee structure were
communicated to shareholders via a stock exchange announcement, meetings with shareholders
and webinars.
Key topics of engagement with the Investment Manager on an ongoing basis
• Portfolio composition, performance, outlook and business updates as well as any particular issues of
engagement with portfolio companies.
• Team composition
• The impact of macro events on their business and the portfolio.
• The impact of regulation and cost disclosures.
• Updates are received by the Directors at every Board meeting and throughout the year in respect of
economic and other factors which might impact on investment decision making.
• Events world-wide and their impact on markets and the Company’s portfolio in particular, are also
being kept under observation by the Board and the Investment Manager.
Other Service Providers
• The Directors have frequent engagement with the Company’s other service providers through the
annual cycle of reporting and due diligence meetings or discussions held by Frostrow on behalf
of the Board. This engagement is completed with the aim of maintaining an effective working
relationship and oversight of the services provided.
• No specific action is currently required as the reviews of the Company’s other service providers have
been positive and the Directors believe their continued appointment is in the best interests of the
Company.
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Culture and Business Ethics
The Directors agree that establishing and
maintaining a healthy corporate culture among
the Board members and in its interaction with
the Investment Manager, other service providers
and shareholders supports the delivery of the
Company’s goals. The Board seeks to promote a
culture of openness, debate and integrity through
ongoing dialogue and engagement with all
stakeholders.
The Company is committed to carrying out
business in an honest and fair manner with a
zero‑tolerance approach to bribery, tax evasion
and corruption. As such, policies and procedures
are in place to prevent these. As detailed in the
Governance section, the Company has a number
of policies and procedures in place to assist
with maintaining a culture of good governance
including those relating to diversity and Directors’
conflicts of interest. The Board assesses and
monitors compliance with these policies as well
as the general culture of the Board through Board
meetings and, in particular, the annual evaluation
process which is undertaken by each Director (for
more information please see the performance
evaluation section on pages 42 and 43).
The Board strives to ensure that its culture is in
line with the Company’s purpose, values and
strategy. It also seeks to appoint the best possible
service providers, including the Investment
Manager, and evaluates their remit, performance
and cost effectiveness on a regular basis. The
Board considers the culture of the Investment
Manager and other service providers, including
their policies, practices and behaviour, through
regular reporting from these stakeholders and,
in particular, during the annual review of the
performance and continuing appointment of
all service providers through its Management
Engagement Committee.
Environmental, Human Rights and Social Issues
The Company has no employees and the Board
consists entirely of non‑executive Directors.
Day‑to‑day management of the Company’s
business is delegated to the Investment Manager.
As an investment trust that invests in other funds,
the Company has very limited direct impact on
the community or the environment and therefore
the Company itself has no environmental,
human rights, social or community policies.
However, the Company acknowledges that it
can have an indirect impact on the community
or the environment, based on the portfolio
companies that the Investment Manager invests
in. Therefore, ESG matters including climate
change are frequently discussed in meetings
with portfolio companies, and are also part of the
risk assessment when deciding on whether an
investment should be made. For further details
please see the Investment Manager’s Report on
pages 7 to 9 and the Business Review on page 25.
As an investment company, the Company does
not provide goods or services in the normal
course of business and does not have customers.
All its operational functions are outsourced to
third‑party service providers. Accordingly, the
Company falls outside the scope of the Modern
Slavery Act 2015. The Company’s suppliers
are typically professional advisers and the
Company’s supply chains are considered low risk
in this regard. In carrying out its activities and in
relationships with suppliers, the Company aims to
conduct itself responsibly, ethically and fairly.
The Board expects its principal service providers
also to have appropriate governance policies in
place.
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
Portfolio Companies
The Investment Manager, on behalf of the Board, has engaged with a number of portfolio companies:
• in order to create value for shareholders, mainly to tighten discounts or to provide liquidity.
• in order to address ESG matters including climate change. Many trusts have to deal with increasing
environmental legislation and are already working hard to improve their credentials.
• 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.
• In order to achieve better liquidity, the Investment Manager has lobbied a number of portfolio
companies for increasing buybacks and changes in capital structure and capital allocation.
• The Investment Manager is aware that trusts perceived to be falling behind in ESG, including climate
change concerns may be downrated by investors. This issue therefore makes up an important part of
the risk assessment when looking at possible investments.
• For the Investment Manager 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.
For more information about the Investment Manager’s engagement with portfolio companies, please
see the Investment Manager’s Report on pages 7 to 9.
WHAT?
OUTCOMES AND ACTIONS
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MIGO Opportunities Trust plc / Annual Report 2026
employees, internal operations or property
and, as such, it is exempt from the UK Listing
Rules requirement to report against the TCFD
framework.
The Company does not have explicit sustainability
investment objectives or policies and will not seek
to apply a sustainability label under the FCA’s
UK Sustainability Disclosure Requirements and
investment labels regime (“SDR”).
AVI reports on its own environmental, social and
governance (“ESG”) objectives and approach on
their website www.assetvalueinvestors.com/
responsible‑investing/
AVI also became supporters of the TCFD in
May 2021 and a signatory to the UN‑supported
Principles for Responsible Investment (“PRI”)
on 9 April 2021. The PRI is the world’s leading
proponent of responsible investment which entails
the following commitments:
• to incorporate ESG issues into investment
analysis and decision making processes;
• to be an active owner and incorporate ESG
issues into our ownership policies and practices;
• to seek appropriate disclosure on ESG issues by
the entities in which we invest;
• to promote acceptance and implementation of
the PRI within the investment industry;
• to work with the PRI Secretariat and other
signatories; and
• to report on activities and progress towards
implementing the PRI.
The risks associated with climate change
represent an increasingly important issue and the
Board of MIGO and the Investment Manager are
aware that 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.
Performance and Future Developments
The Board concentrates its attention on the
Company’s investment performance, the
Investment Manager’s investment approach
and on factors that may have an effect on this
approach.
The Board monitors the performance of the
Company’s investment portfolio in relation to the
Investment Objective and also its peer group.
The Board is regularly updated by Frostrow 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 performance during
the year ended 30April2026, and the outlook
for the Company can be found in the Chairman’s
Statement on pages 4 and 5 and in the Investment
Manager’s Review on pages 7 to 9.
The Board is pleased to see the positive
momentum in MIGO since the changes to the fees
and strategy were implemented and considers
that the Company is in an optimal position to
capitalise on the substantial current opportunities
in the sector.
For and on behalf of the Board of Directors
Richard Davidson
Chairman
13 July 2026
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Strategic Report / Business Review continued
at the time of publication of this annual report
RICHARD DAVIDSON
Independent
Non-Executive Chairman
Joined the Board on 18 December 2017 and
became Chairman on 5October 2018
Remuneration: £40,000 pa*
Richard is also the Chairman of the Management
Engagement Committee
Shareholding in the Company
87,000
Skills and Experience
Formerly, he was a partner and manager of the
Macro Fund at Lansdowne Partners. Prior to that,
he was a managing director and No. 1 ranked
investment strategist at Morgan Stanley, where he
worked for 15 years.
Other Appointments
Richard is currently chairman of Aberforth Smaller
Companies Trust plc.
Standing for re-election
Yes
CAROLINE GULLIVER
Independent
Non-Executive Director
Joined the Board on 29 December 2023
Remuneration: £35,000 pa*
Caroline is the Chair of the Audit Committee and
Senior Independent Director
Shareholding in the Company
10,000
Skills and Experience
Formerly an Executive Director with EY, Caroline
spent a 25 year career working with investment trusts
and open ended investment companies, including
audit, fund launches, reconstructions and mergers.
She is a member of the Institute of Chartered
Accountants of Scotland (CA).
Other Appointments
She is currently a non-executive director and chair
of the audit committee of abrdn European Logistics
Income plc and Polar Capital Global Healthcare
Trust plc.
Standing for re-election
Yes
LUCY COSTA DUARTE
Independent
Non-Executive Director
Joined the Board on 1 November 2022
Remuneration: £30,000 pa*
Shareholding in the Company
6,115
Skills and Experience
Lucy is a specialist in marketing strategy and
investor relations in the investment trust sector.
Formerly a director at Citigroup heading the
emerging markets ECM team in London, she
left Citigroup in 2007 and took a career break
to raise her children, before starting work at SV
Health Investors in 2016 as Investment Director for
International Biotechnology Trust plc.
Other Appointments
She is currently working part-time for Schroder
Unit Trusts Limited, the manager of International
Biotechnology Trust plc, and is a non-executive
director of Fidelity Asian Values plc, and Allianz
Technology Trust plc.
Standing for re-election
Yes
IAN HENDERSON
Independent
Non-Executive Director
Joined the Board on 1 November 2022
Remuneration: £30,000 pa*
Shareholding in the Company
9,053
Skills and Experience
Ian is an advertising professional, formerly a
creative director at Publicis Groupe then CEO of
subsidiary Masius. In 2008 he set up a new agency
for Engine Group before leading an MBI to start
specialist agency AML in 2011 which works with
many firms in the finance sector in the UK and
internationally.
Other Appointments
He is currently CEO of AML, which has recently
been acquired by Selbey Anderson, and acts
as Board Adviser to fintechs Tokenbridge and
TheBigExchange.
Standing for re-election
Yes
Governance / Directors
Board of Directors
* Information as at 30 April 2026.
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G
Committee
Member Key
Chair of Management
Engagement Committee
Chair of Audit Committee
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 April 2026.
In accordance with the requirement for the Directors to prepare a Strategic Report and a Directors’ Remuneration Report for the year ended 30 April 2026, 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), interaction
with stakeholders, information regarding community, social, employee and human rights, andenvironmental issues.
Information about the Directors’ interests in the Company’s ordinary shares is included within the Directors’ Remuneration Report on pages 52 to 54.
The Corporate Governance Statement on pages 40 to 47 forms part of this Directors’ Report.
Business and Status of the Company
The Company is registered in England as a public limited company (registration number 05020752) and is an investment company as defined under Section 833 of the
Companies Act 2006 (the “Act”). Its shares are admitted to the closed-ended investment funds category of the Official List of the FCA and traded on the main market of the
London Stock Exchange, whichis 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 Section 1158 of the Corporation Tax 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 62 to 78 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 the Company and investment trusts, which are summarised on page 2 and
explained in greater detail in the Strategic Report, under the heading ‘Key Performance Indicators’ on page 20.
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 year.
Definitions of the terms used and the basis of calculation adopted are set out in the Glossary on pages 81 to84.
Directors
The Directors in office during the whole year and up to the date of this report are Richard Davidson, Caroline Gulliver, Lucy Costa Duarte and Ian Henderson. All Directors’
biographical details as well as interests in the Company can be found on page 35.
All independent Directors serve
on both the Audit Committee and
the Management Engagement
Committee.
Governance / Directors’ Report
Directors’ Report
MIGO Opportunities Trust plc / Annual Report 2026
36
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MIGO Opportunities Trust plc / Annual Report 2026
None of the Directors nor any persons closely
associated with them had a material interest in the
transactions, arrangements and agreements of the
AIFM or the Investment Manager during the year.
For information on related parties please see note
17 to the Financial Statements on page 78.
The Board has adopted a policy whereby all
Directors are required to stand for re-election
annually, regardless of their length of tenure.
The Board has concluded, following formal
performance evaluation, that each of the
Directors continues to demonstrate effectiveness,
a high level of commitment to the Company,
independence from the Investment Manager
and a keen desire to act in the best interests of
the shareholders as a whole. Furthermore, the
Board considers that the experience, expertise
and knowledge contributed by each Director is
of notable benefit to the Company. Accordingly,
theBoard recommends the re-election of each of
the Directors at the forthcoming Annual General
Meeting (“AGM”), details of which are set out on
pages 86 to 93.
Directors’ and Officers’ Liability Insurance Cover
Directors’ and Officers’ liability insurance cover was
maintained by the Board during the year ended
30 April 2026. It is intended that this policy will
continue for the year ending 30April 2027 and
subsequent years.
There are no qualifying third party indemnity
provisions in place.
Beneficial Owners of Shares –
Information Rights
The beneficial owners of 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 theCompany’s
registrar, Computershare Investor Services PLC, or
to the Company directly.
Securities Carrying Voting Rights
There are no restrictions concerning the transfer
of securities in the Company; no special rights
with regard to control attached to securities; no
arrangements known to the Company between
holders of securities that may restrict the transfer
of securities; and no agreements to which the
Company is party that might affect its control
following a successful takeover bid.
Substantial Interests in the Company’s Share
Capital
The Company was aware of the following
substantial interests in the Company’s voting rights
as at 30 April and 30 June 2026, the latter being
the latest practicable date before publication of
the Annual Report:
As at 30 April 2026
Number of ordinary
shares held
% of
voting
rights
AJ Bell, stockbrokers (EO) 1,997,613 11.77
Hargreaves Lansdown, stockbrokers (EO) 1,940,522 11.43
Interactive Investor (EO) 1,638,130 9.65
Rathbones 1,146,177 6.75
Transact (EO) 996,356 5.87
Quai Investment Services 884,895 5.21
Charles Stanley 844,369 4.98
Canaccord Wealth (ND) 708,500 4.17
Raymond James Investment Services 707,805 4.17
Quilter Cheviot Investment Management 528,905 3.12
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
As at 30 June 2026
Number of ordinary
shares held
% of
voting
rights
AJ Bell, stockbrokers (EO) 2,012,202 11.86
Hargreaves Lansdown, stockbrokers (EO) 1,928,822 11.37
Interactive Investor (EO) 1,616,819 9.53
Rathbones 1,127,011 6.64
Transact (EO) 978,403 5.76
Quai Investment Services 884,895 5.21
Charles Stanley 797,408 4.70
Raymond James Investment Services 718,255 4.23
Canaccord Wealth (ND) 658,500 3.88
Quilter Cheviot Investment Management 528,905 3.12
EO = execution only
ND = non-discretionary
* Source: RD:IR Investor Relations Services
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Capital Structure
As at the date of this report, the Company’s share
capital comprises 16,971,542 Ordinary shares of
1p each with one vote per share. The Company’s
articles of association (“Articles”) contain provisions
enabling shareholders to elect at three-year
intervals for the realisation of all or part of
their holdings of Ordinary shares (“Realisation
Opportunity”).
The last Realisation Opportunity was offered in
2024, when only 5.3% of issued share capital, or
1,188,066 shares, were realised and bought back
by the Company. The next such opportunity will
be offered to shareholders in 2027.
To ensure that MIGO remains nimble and is best
able to exploit the relevant opportunity set, the
Board also expects to introduce a capital return
mechanism in the future to limit the Company’s
NAV rising above £150m. To be implemented at
the Board’s discretion to optimise shareholder
alignment, this will also potentially provide liquidity
for shareholders. The Board believes a capital
return mechanism, combined with the revised fee
structure, will avoid a misaligned incentive for AVI
to gather assets rather than focus on delivering
shareholder returns.
Share Issuance and Buybacks
The Directors have the authority to issue shares up
to an aggregate nominal amount equal to one-third
of the issued share capital of the Company. They
also have authority to issue shares, or sell Treasury
shares, up to an aggregate nominal amount equal to
10% of the issued share capital for cash, without pre-
emption rights applying. At the last Annual General
Meeting held on 18 September 2025, the Directors
were also granted the authority to repurchase up to
14.99% of the Company’s issued share capital. These
authorities will expire at the Annual General Meeting
to be held on 17 September 2026, when resolutions
to renew them will be proposed.
The Company makes use of share buybacks and
share issuances with the objective of achieving a
sustainable low discount (or premium) to net asset
value per share. Shares are not bought back – either
for holding in Treasury or for cancellation – unless
the result is an increase in the net asset value per
Ordinary share. Shares will only be re-sold from
Treasury or issued as new shares at a premium to
the net asset value per Ordinary share.
At 30 April 2026, the number of Ordinary shares
in issue was 16,971,542. No shares were issued
during the year, and none were issued after the
year-end. During the year, 2,274,835 shares were
repurchased for cancellation. No shares were
repurchased after the year-end and up to the date
of this report.
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, noshares were
purchased for, or held in, Treasury. All shares
bought back during the financial year and since
the year-end were cancelled.
Global Greenhouse Gas Emissions for theYear
ended 30 April 2026
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 as defined
in 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.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.4R 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.
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.
Therefore, the Directors do not 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 thisregard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero tolerance
approach to instances of bribery and corruption.
Accordingly, it 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 for
themselves or for the Company.
The Board applies the same standards to its service
providers in their activities for theCompany.
A copy of the Company’s Anti-Bribery and
Corruption Policy can be found on its website
at www.migoplc.co.uk. This policy is reviewed
annually by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal
Finances Act 2017, the Board 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
on the Company’s website at www.migoplc.co.uk. The
policy is reviewed annually by the Audit Committee.
Political Donations
The Company has not made and does not intend
to make any political donations.
Corporate Governance
The Corporate Governance report, which includes
the Company’s corporate governance policies is
set out on pages 40 to 47.
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 is an
annual requirement. The Company’s Registrar,
Computershare Investor Services PLC, has been
engaged to collate such information and file the
reports with HMRC on behalf of the Company.
Articles of Association
Any amendment of the Company’s Articles of
Association requires a special resolution to be
passed by shareholders.
MIGO Opportunities Trust plc / Annual Report 2026
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The Company is proposing to adopt new Articles
of Association at the AGM in September. The
new provisions of the Company’s Articles of
Association include those that are intended to
strengthen the Company’s governance framework
and ensure that the Board has appropriate
protections and flexibility to respond effectively to
unforeseen circumstances arising at shareholder
meetings, including scenarios where insufficient
directors are elected. Further details are set out in
the explanatory notes to the resolutions, on pages
92 and 93.
Annual General Meeting
The following information to be considered 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
stock broker, 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 stock broker, bank or other agent
through whom the sale or transfer was effected,
for onward transmission to the purchaser or
transferee.
The full Notice of the Annual General Meeting
together with explanatory notes is set out on
pages 86 to 93. In particular, the following
resolutions will be proposed:
Resolution 12: Authority to allot shares up to
approximately one-third of the ordinary shares
inissue;
Resolution 13: Authority to issue new shares or sell
shares from Treasury for cash, up to approximately
10% 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 14: 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; and
Resolution 15: Authority to hold general meetings
(other than AGMs) on at least 14days’ notice.
Resolution 16: To adopt new Articles of Association.
Resolution 12 will be put to shareholders as an
ordinary resolution and Resolutions 13 to 16 will be
proposed as special resolutions.
Ordinary resolutions require that more than 50%
of the votes cast at the relevant meeting must be
in favour of the resolutions for them to be passed.
Special resolutions require that at least 75% of the
votes cast must be in favour of the resolutions for
them to be passed.
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.
AGM Arrangements
The AGM will be held on Thursday, 17September
2026 at 12.00 noon, and the Board is looking
forward to meeting investors.
Questions can be submitted to the Company
Secretary at info@frostrow.com.
Shareholders are also strongly encouraged to
exercise their votes in respect of the meeting
in advance. Voting by proxy will ensure that all
shareholders’ votes are registered in the event
that attendance at the AGM 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 88. The results
of the AGM will be made public via a regulatory
announcement and posted on the Company’s
website at www.migoplc.co.uk after the meeting.
Audit Information
The Directors who held office at the date of this
report confirm that, so far as they are aware,
there is no relevant audit information of which
the Company’s Auditors are unaware and each
Director has taken all the steps that he/she ought
to have taken as a Director to make himself/
herself aware of any relevant audit information
and to establish that the Company’s Auditors are
aware of that information.
On behalf of the Board
Richard Davidson
Chairman
13 July 2026
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Copies of the full terms of reference, which clearly define the
responsibilities of each committee, can be obtained from the Company
Secretary and can be found on the Company’s website at
www.migoplc.co.uk. They will also be available for inspection at the AGM.
The Directors have decided that, given the size of the Board, it
is not necessary to form separate remuneration and nomination
committees. The duties that would normally fall tothose committees
are carried out by the Board as a whole.
Corporate Governance Statement
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 MIGO Opportunities Trust plc has considered the
principles and recommendations of the AIC Code of Corporate
Governance published in February 2024 (the “AIC Code”). The AIC
Code addresses all the principles set out in the 2024 UK Corporate
Governance Code (the “UK Code”), 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 6.6.6R
of the UK Listing Rules) and as such does not need to report further on
issues contained in the UK Code which 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
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 no Remuneration Committee, but otherwise has
complied with the principles and provisions of the AIC Code.
The Chairman of the Board is also a member of the Audit Committee,
and this is considered acceptable due to his independence and
The Board and its Committees
Responsibility for effective governance lies with the Board whose role
is to promote the long-term success of the Company. The Governance
framework of the Company reflects the fact that as an externally-managed
investment company it has no employees and currently outsources
portfolio management to Asset Value Investors Limited and company
secretarial, administrative and marketing services to Frostrow Capital LLP.
The Board generates value for shareholders through its appointment and
oversight of the service providers and management of costs associated
with running the Company.
The Board
Chairman – Richard Davidson
Three additional non-executive Directors, all considered independent. (Please see page 35).
Senior Independent Director - Caroline Gulliver.
Key responsibilities:
• to provide leadership and set strategy, values and standards within a framework of prudent effective controls which enable risk to be
assessed and managed;
• to ensure that a robust corporate governance framework is implemented; and
• to challenge constructively and scrutinise performance of all outsourced activities.
Audit Committee
Chair: Caroline Gulliver
All independent Directors
(The Chairman of the Board is also a member of the Committee)
Key responsibilities:
• to monitor the integrity of the Company’s Annual Report and
Financial Statements and of the Half-yearly Report;
• to oversee the risk and control environment; and
• to have primary responsibility for the relationship with the
Company’s external auditors, to review their independence and
performance, and to determine their remuneration.
Meetings are held at least twice yearly and are arranged
to coincide with the publication of the Company’s financial
statements.
The Audit Committee Report is set out on pages 48 to 51.
Management Engagement Committee
Chairman: Richard Davidson
All independent Directors
Key responsibilities:
• to review the performance and remuneration of the AIFM
and the Investment Manager’s obligations under the IMA and
Delegation Agreement and to consider any variation to the terms
of these agreements; and
• to review regularly the contracts, the performance and
remuneration of the Company’s other principal service providers.
Meetings are held at least once a year.
The work of the Management Engagement Committee is set out
on pages 27 and 28.
Corporate Governance Report
Governance / Corporate Governance Report
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MIGO Opportunities Trust plc / Annual Report 2026
the small number of Directors. However, under
the terms of reference of the Audit Committee,
the Chairman of the Board may not act as the
Chairman of the Audit Committee.
The Corporate Governance Statement on
pages40 to 47 forms part of the Directors’ Report
on pages 36 to 39.
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 investment management
services to Asset Value Investors Limited as AIFM
and company secretarial, administration and
marketing 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 enables 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 Board consists of four non-executive
Directors, who have substantial recent and
relevant experience of investment trusts and
financial and public company management.
TheDirectors possess a wide range of business
and financial expertise relevant to the Company
and consider that they commit sufficient time to
the Company’s affairs. Brief biographical details of
the Directors, including details of their significant
commitments, can be found on page 35.
Other than their letters of appointment as
Directors, none of the Directors has a contract
of service with the Company nor has there been
any other contract or arrangement between
the Company and any Director at any time
during the year. Directors are not entitled to any
compensation for loss of office.
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 addresses, 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 page 18.
Strategy issues and all material operational
matters are considered at Board meetings.
Board Culture
The Board aims to 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.
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 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 Directors believe 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 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 gender and ethnic diversity
besides knowledge, skills and experience.
However, the Board does not feel that it would be
appropriate to set targets as all appointments are
made on merit.
Board Diversity
The Board is supportive of the FCA’s UK Listing
Rules (UKLR 6.6.6(9) to (11)) 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 will serve as
guidelines when appointing new Directors.
The Company 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.
TheCompany has met two of the three targets
on board diversity as at its chosen reference date,
30 April 2026: 50% of individuals on the Board are
women and a senior position, that of Chair of the
Audit Committee and SID, 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. Assuccession 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 Appointments to the Board below.
As required under UKLR 6.6.6(10), further details in
respect of the three targets outlined above as at
30 April 2026 is disclosed as follows. Each Director
volunteered how they wished to be included in the
tables.
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(a) Table for reporting on gender identity or sex
As at 30 April 2026
No. of Board
members Percentage
Number of senior
positions on the
Board*
Men 2 50% 1 (Chair of theBoard)
Women 2 50% 1 (Audit Chair and SID*)
Not specified / prefer not to say – – –
* SID = Senior Independent Director
(b) Table for reporting on ethnic background
As at 30 April 2026
No. of Board
members Percentage
Number of senior
positions on the
Board*
White British or other White (including
minority-white groups) 4 100% 2
Mixed/Multiple ethnic groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group – – –
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 tables
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 also to be a senior position on the Board. Caroline Gulliver serves as the Chair of the Audit
Committee and as the Senior Independent Director.
Directors’ Independence
In accordance with the AIC Code, as part of the
evaluation process, the Board has reviewed the
independence of each individual Director and the
Board as a whole.
The AIC Code requires that this report should
identify each non-executive Director the Board
considers to be independent in character and
judgement and whether there are relationships
or circumstances which are likely to affect, or
could appear to affect, a Director’s judgement,
stating its reasons if it determines that a Director
is independent notwithstanding the existence of
relationships or circumstances which may appear
to be relevant to its determination.
Following formal performance evaluation,
andhaving noted the willingness of each Director
to challenge and debate the activities of the AIFM
and Investment Manager, the Board has concluded
that each Director is independent in character and
judgement. Furthermore, the Board is content that
there are no relationships or circumstances which
are likely to affect the judgement of any Director.
Policy on 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 their ability to act independently and,
following appropriate, formal performance
evaluations, believes that directors may be
considered independent in character and
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 has been imposed on the overall
length of service of any of the Company’s Directors,
including the Chairman. In view of its non-executive
nature, the Board considers that it is not appropriate
for directors to be appointed for a specified term,
although new directors will be appointed with the
expectation that they will serve for a minimum
period of three years subject to shareholder
approval. The Board has adopted a policy whereby
all Directors will be required to stand for re-election
annually, regardless of their length of tenure.
Board Evaluation
An evaluation of the Board and its Committeesas
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 Committee on behalf of the Board
considers annually whether an external evaluation
should be undertaken by an independent agency.
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 BoardDirectors.
During the year ended 30 April 2026, 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 questionnaire, tailored
to suit the nature of the Company, followed by
discussions between the Chairman and each of
the Directors. Theperformance 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
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time to discharge their duties. All Directors have
attended all scheduled Board and Committee
meetings and have made themselves available for
ad hoc discussions where necessary.
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 of the Company.
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 recommend them
for re-election at the forthcoming AGM.
Board Composition and Succession
The Board has approved a composition and
succession plan to ensure that the Board
members 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. This plan
is reviewed annually and at such other times as
circumstances mayrequire.
To this end, the Board collectively reviews all
appointments to the Board and its Committees
and, if necessary, following a skills review of the
current Directors, will seek to add persons with
complementary skills or who possess skills and
experience which might fill any gaps in the Board’s
knowledge or experience and who can devote
sufficient time to the Company to carry out their
duties effectively.
The Board will ensure that a robust recruitment
process is undertaken for all directors’
appointments to deliver fair and effective
selection outcomes. Independent advisers will be
appointed to aid directors’ recruitment and to help
to 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 relevant
annual report.
Achieving a diversity and balance of skills and
knowledge in the Board will be a key determinant
of any new appointments. Selecting the best
candidate, irrespective of background, is
paramount. This will benefit the effectiveness of
the Board by creating a breadth of perspective
among directors.
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.
Induction/Development
A procedure for the induction of new Directors
has been established, including the provision
of an induction pack containing relevant
information about the Company, its processes and
procedures. New appointees have the opportunity
of meeting with the Chairman and relevant
persons at the AIFM, Investment Manager and
Company Secretary.
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 for the Board committees,
theCompany’s corporate governance practices
and procedures and the latest financial
information. Directors are encouraged to
participate in training courses where appropriate.
Chairman and Senior Independent Director
The current Chairman, Richard Davidson, is
deemed by his fellow independent Board
members to be independent and to have no
conflicting relationships. He is also the chairman of
Aberforth Smaller Companies Trust plc. The Board
considers that he has sufficient time to commit to
the Company’s affairs as necessary.
Caroline Gulliver was appointed as the Senior
Independent Director (“SID”) on 13 March 2024. 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.
The Chairman, Richard Davidson, will reach nine
years’ service on the Board in December 2026.
In anticipation of this milestone, the Board has
developed a succession plan to support an
orderly and effective transition.
Responsibilities of the Chairman
The Chairman’s primary role is to provide
leadership to the Board, assuming responsibility
for its overall effectiveness in directing the
Company. The Chairman isresponsible for:
• taking the chair at general meetings and Board
meetings, conducting meetings effectively
and ensuring that all Directorsare involved in
discussions and decision making;
• setting the agenda for Board meetings and
ensuring the Directors receive accurate, timely
and clear information for decision-making;
• taking a leading role in determining the Board’s
composition and structure;
• overseeing the induction of new directors and
the development of the Board as awhole;
• leading the annual board evaluation process and
assessing the contribution of individual directors;
• supporting and also challenging the Investment
Manager (and other suppliers where necessary);
• ensuring effective communications with
shareholders and, where appropriate, other
stakeholders; and
• engaging with shareholders to ensure that
the Board has a clear understanding of
shareholders’ views.
Responsibilities of the SID
The SID serves as a sounding board for the
Chairman and acts as an intermediary for
other Directors and shareholders. The SID is
responsible for:
• working closely with the Chairman and
providing support;
• leading the annual assessment of the
performance of the Chairman;
• holding meetings with the other non-executive
Directors without the Chairman being present,
on such occasions as necessary;
• carrying out succession planning for
theChairman’s role;
• working with the Chairman, other Directors and
shareholders to resolve major issues; and
• 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).
Directors’ Other Commitments
Commitments or appointments of Directors are
set out on page 35. All of the Directors consider
that they have sufficient time to discharge
theirduties.
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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 theCompany.
In line with the Companies Act 2006, the Board
has the power to authorise any potential conflicts
of interest that may arise and impose such limits or
conditions as it thinks fit. A register of interests and
potential conflicts is maintained and is reviewed at
every Board meeting to ensure all details are kept
up to date. It was resolved at each Board meeting
during the year that there were no direct or indirect
interests of a Director that conflicted with the
interests of the Company. Appropriate authorisation
will be sought if any new conflicts or potential
conflicts arise.
Board Meetings
The Board meets formally at least four times each
year. Representatives of the Investment Manager
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
primary focus at regular Board meetings is the
review of investment performance and associated
matters, including asset allocation, together with
marketing and investor relations, peer group
information and industry issues. The Board reviews
key investment and financial data, revenue and
expenses projections, analyses of asset allocation,
transactions, gearing policy, cash management,
customised performance metrics and performance
comparisons, share price and net asset value
performance. The Board’s approach to addressing
the Investment Manager’s performance and the
Company’s share price performance during the
year is described in the stakeholders section
beginning on page 29.
The Board is responsible for setting the Company’s corporate strategy and reviews the continued appropriateness of the Company’s investment objective,
investment strategy and investment restrictions at each meeting.
Meeting Attendance
The Directors meet at regular Board meetings, held at least once a quarter, with additional meetings arranged as necessary. During the year to 30 April 2026,
the scheduled meetings held and attended by each Director were as below. There were also a number of ad hoc Board and Committee meetings to consider
matters such as the approval of regulatory announcements, the renewal of MIGO’s loan facility and other ad hoc matters. All meetings were attended by all
Board members.
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:
• 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.
• Requirements under the Companies Act 2006, including approval of the half-yearly and annual financial statements, recommendation of the final dividend (if
any), the appointment or removal of the Company Secretary, and determining the policy on share issuance and buybacks.
• Matters relating to certain Stock Exchange requirements and announcements, the Company’s internal controls, and the Company’s corporate governance
structure, policies and procedures.
• 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 theSID if applicable).
Day-to-day investment management is delegated to Asset Value Investors Limited. Operational management is delegated to Frostrow.
The Board takes responsibility for the content of communications regarding major corporate issues although the Investment Manager or Frostrow may act as
spokesman. The Board is kept informed of relevant promotional material that is issued by the Investment Manager.
Board
meetings
(4)
Audit
Committee
meetings
(3)
Management
Engagement
Committee
meetings
(2)
Richard Davidson 4 3 2
Caroline Gulliver 4 3 2
Lucy Costa Duarte 4 3 2
Ian Henderson 4 3 2
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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 AIFM and Investment Manager, AVI, as well
as the Company Secretary and Administrator,
Frostrow Capital LLP, and the Custodian and
Depositary. The Board receives regular reporting
on compliance with the control environment
and assesses the effectiveness of the internal
controls through review ofthe assurance reports
from each of these organisations.
In addition, the Company retains a number
of other providers who report regularly to the
Board. These include the registrar, broker and
financial adviser, public relations and legal
adviser. Theservices 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 auditors annually,
following the completion of the annual audit
process.
Principal third-party service providers
The Directors
• receive regular reporting at meetings;
• review, where available, the assurance report
produced by each organisation;
• receive additional reporting on the control
environment from each of the principal third-
party service providers; and
• formally evaluate their performance on an
annual basis.
BOARD OF DIRECTORS
Entirely independent and non-executive
ASSET VALUE INVESTORS LIMITED
AIFM and Investment Manager
JP MORGAN EUROPE LIMITED AND JP MORGAN CHASE BANK, LONDON BRANCH
(Depositary and Custodian)
PricewaterhouseCoopers LLP
(Independent Auditors)
Deutsche Numis
(Corporate Broker)
Computershare Investor ServicesPLC
(Registrar)
Stephenson Harwood LLP
(Legal Adviser)
KL Communications
(Public Relations)
Reporting
• Investment performance update at each
meeting
• Internal Control Report
• Compliance Report
• Effectiveness of control environment
• Portfolio attribution
Reporting
• Depositary’s Report
• Effectiveness of control environment
• Presentation from the Depositary and
Custodian semi-annually
Sub-committees:
• Audit Committee
• Management Engagement Committee
FROSTROW CAPITAL LLP
(Company Secretary and Administrator)
Other third-party service providers
The Directors
• receive regular reporting on their activities at
meetings; and
• formally evaluate their performance on an
annual basis.
Internal Controls Structure
Reporting
• Balance sheet
• Liquidity and gearing
• Income forecasts
• Portfolio valuation
• Portfolio transactions
• Investment limits and restrictions (monthly)
• Compliance with investment policy and
guidelines (monthly)
• Effectiveness of control environment (annually)
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Governance / Corporate Governance Report continued
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.
TheCompany 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
and operational risk management can be found in
the Strategic Report.
Relationship with the Investment Manager
At each Board meeting, representatives from the
AIFM and 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
and the UK Stewardship Code. The Investment
Manager also seeks approval for specific transactions
which it is 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 Committee
evaluates the AIFM’s and Investment Manager’s
performance and reviews the terms of the
Investment Management Agreement at least
annually.
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 Committee
monitors and evaluates all of the Company’s other
service providers, including Frostrow, and also
the Custodian, the Registrar and the Broker. At the
most recent review, in March 2026, the Committee
concluded that all the service providers were
performing well.
Relations with Shareholders
A detailed analysis of the substantial shareholders
in the Company is provided to the Directors at
each Board meeting. Representatives of the
Investment Manager and Frostrow 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. Theresults 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.migoplc.co.uk is regularly updated and
provides useful information about the Company,
including the Company’s financial reports, monthly
factsheets, Investment Manager’s commentaries,
podcasts and announcements. The Company also
held a number of webinars 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 or by email at info@frostrow.com. All
shareholders are encouraged to attend the AGM,
where they are given the opportunity to question
the Chairman, the Board and the Investment
Manager. The Directors welcome the views of all
shareholders and place considerable importance
on communications with them.
The annual and half-yearly reports of the
Company are prepared by the Board and
its advisers to present a full and readily
understandable review of the Company’s
performance. Copies of the annual report are
dispatched to shareholders by mail, where
this form of communication is chosen. It is also
possible to download the annual report and
other documents from the Company’s website at
www.migoplc.co.uk.
Socially Responsible Investment
The Company’s investment activities and
day to day management is delegated to the
Investment Manager and other third parties. As
an investment trust, theCompany has no direct
social, community, employee or environmental
responsibilities. Its principal responsibility to
shareholders is to ensure that the investment
portfolio is properly managed and invested. As
detailed on page 27, the management of the
portfolio has been delegated to the Company’s
Investment Manager.
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.
Stewardship and the Exercise of VotingPowers
As an externally managed investment company,
the Board delegates the majority of its
Stewardship and engagement responsibilities to
the Company’s Investment Manager. However,
the Board retains oversight of this process by
receiving regular updates from the Investment
Manager on its engagement activities and by
reviewing the Investment Manager’s engagement
and voting policies.
Nominee Share Code
Where the Company’s shares are held via
a nominee company name, the Company
undertakes:
• to provide the nominee company with multiple
copies of shareholder communications, so long
as an indication of quantities has been provided
in advance; and
• to allow investors holding shares through a
nominee company to attend general meetings,
provided the correct authority from the
nominee company is available.
MIGO Opportunities Trust plc / Annual Report 2026
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Nominee companies are encouraged to provide
the necessary authority to underlying shareholders
to attend 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 Directors' Report on pages 36 to 39.
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.
During the year, legal advice was provided by
Stephenson Harwood LLP in respect of the new
loan facility with OakNorth Bank plc.
Stephenson Harwood LLP and Deutsche Numis
also provided professional advice and support
during the discussions about the changes of
co-manager, portfolio approach, fee structure and
capital return mechanisms.
Kaso Legg Communications Limited facilitated
communication with shareholders and the market
in general.
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.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities
onpage 56 describes the Directors’ responsibility
for preparing this Annual Report.
The Audit Committee Report, beginning on
page48, 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 page 26.
Remuneration
The Directors’ Remuneration Report beginning
on page 52 sets out the levels of remuneration
for each Director and explains how Directors’
remuneration is determined.
By order of the Board
Frostrow Capital LLP
Company Secretary
13 July 2026
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48
I am pleased to present the Audit
Committee (the “Committee”) Report
for the year ended 30 April 2026.
Composition
The Committee is chaired by Caroline Gulliver.
Due to the small size of the Board, the Committee
comprises all of the Directors, including the
Chairman of the Board. In accordance with the
terms of reference of the Committee and the
AIC Code, the Chairman of the Board may be a
member provided he or she was independent on
his/her appointment as Chairman, but may not
act as the Committee Chairman. All Directors are
non-executive and were considered independent
during the year, as discussed on page 37 ●and ●in the
Report of the Directors. The Committee considers
that at least one member has recent and relevant
experience in accounting or auditing and that the
Committee as a whole has experience relevant
to the investment trust industry. The Directors’
biographies can be found on page 35.
The Committee met three times during the year
with all members of the Committee attending each
meeting.
The Company’s Auditors are invited to attend
meetings as necessary. Representatives of the
AIFM and Investment Manager may also be invited.
The Company Secretary acts as the Secretary to
the Committee.
Responsibilities of the Committee
The Committee’s responsibilities are set out in
formal terms of reference which are available on
the Company’s website www.migoplc.co.uk and
which are reviewed annually. The Committee’s
primary responsibilities are:
• to monitor the integrity of the financial
statements of the Company, including its Annual
and Half-Yearly Reports and any other formal
announcements of the Company relating to its
financial performance, and to review and report
to the Board on significant financial reporting
issues and judgements in those statements
having regard to matters communicated to it by
the Auditors;
• to review the effectiveness of the Company’s
internal control and risk management systems
and those of its third-party service providers;
• to make recommendations to the Board
on whether the Company’s annual report,
when taken as a whole, is fair balanced and
understandable and provides shareholders
with the information they need to assess the
Company’s position and performance, business
model, strategy and continued operation
(including advising the Board on whether the
Company is able to meet its liabilities as they fall
due);
• to receive and consider reports from the
Compliance Officer of the Investment Manager
and AIFM;
• consideration of the annual confirmation from
the Company’s Depositary in respect of the
safekeeping of the Company’s assets.
• to consider the accounting policies of the
Company;
• to monitor adherence to best practice in
corporate governance;
• to make recommendations to the Board
in relation to the re-appointment of the
Auditors, their terms of engagement and their
remuneration;
• to review the scope, results, cost effectiveness,
independence and objectivity of the external
Auditors;
• to review the policy on the engagement of the
external Auditors to supply non-audit services
and considering relevant guidance regarding the
provision of non-audit services by the external
audit firm; and
• to consider the need for an internal audit
function; and
• to consider whether a dividend is required to be
paid by the Company in respect of the previous
financial year;
Significant Reporting Matters
The significant reporting matters with respect to
the annual report considered by the Committee
during the year were:
Verification of ownership and valuation of the
Company’s holdings. The valuation of investments
is undertaken in accordance with the accounting
policies in note 1 to the Financial Statements
on page 66. Controls are in place to ensure that
valuations are appropriate and existence is verified
through reconciliations with the Custodian. The
Committee discussed the processes and controls
with Frostrow and the AIFM. Having reviewed the
processes and controls, the Committee confirmed
it was satisfied that the investments had been
valued correctly and the Company’s ownership
was appropriately documented.
The portfolio includes holdings where the investee
company is in a process of realisation/ liquidation.
As at 30 April 2026, 19 out of 35 holdings (2025:
9 out of 46 holdings) were in a process of
realisation, representing 54.0% (2025: 19.8%) of the
portfolio value. The Investment Manager provides
comprehensive updates on investee companies
at each Board meeting and the Directors have
regular discussions with the Investment Manager
Governance / Audit Committee Report
CAROLINE GULLIVER
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about the impact of this ‘tail’ on the Company and
its performance.
Recognition of Revenue from Investments
The Committee took steps to gain an
understanding of the processes in place to
record investment income and transactions. The
Committee sought, and received, confirmation that
all dividends receivable have been accounted for
correctly.
Other Reporting Matters/Accounting Policies
The current accounting policies, as set out on
pages ●66 and ●67, have been applied consistently
throughout the year and the prior period, where
applicable.
Going Concern
Having reviewed the Company’s financial position
and liabilities, the Committee is satisfied that it is
appropriate for the Board to prepare the financial
statements on the going concern basis. Further
detail is provided on page 26●.
Viability Statement
The Committee also considered the Company’s
financial position and principal risks in connection
with the Board’s statement on the longer-term
viability of the Company, which is set out on
pages26 and 27 in the Business Review.
Financial Statements
The Board has asked the Committee to confirm
that in its opinion the Board can make the
statement that the Annual Report taken as a whole
is fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s position, performance,
business model, strategy and continued operation.
The Committee has given this confirmation on
the basis of its review of the whole document,
underpinned by involvement in the planning
for its preparation and review of the processes
to assure the accuracy of factual content. The
internal controls over financial reporting were
also considered, together with feedback from the
Company’s Auditors, the Investment Manager and
the Company Secretary.
The Board’s conclusions in this respect are set out
in the Statement of Director’s Responsibilities on
page 56.
Internal Controls and Risk Management
The Board has overall responsibility for the risk
assessment and review of the internal controls
of the Company, undertaken in the context of its
investment objective.
The review covers the key business, operational,
compliance and financial risks facing the Company.
In arriving at its judgement of what risks the
Company faces, the Board has considered the
Company’s operations in light of the following
factors:
• the nature of the Company, with all management
functions outsourced to third-party service
providers;
• the nature and extent of risk which it regards as
acceptable for the Company to bear within its
overall investment objective;
• the threat of such risks becoming a reality; and
• the Company’s ability to reduce the incidence
and impact of risk on its performance.
Against this background, a risk matrix has been
developed which covers key risks that the
Company faces, the likelihood of their occurrence
and their potential impact, how these risks are
monitored and the mitigating controls put in place.
The Board has delegated to the Committee the
responsibility for the review and maintenance
of the risk matrix. It reviews the risk matrix twice
yearly, bearing in mind any changes to the
Company, its environment or service providers
since the last review. The Committee considers
whether any new risks are emerging as a result of
any such changes and any significant changes to
the risk matrix are discussed with the Board.
The ongoing conflict in Ukraine and the new war
in the Middle East have impacted global energy
supplies, shipping routes and broader regional
stability, and have heightened investor risk aversion
and contributed to market volatility. The Company’s
risk matrix takes account of such risks on various
aspects of the Company’s operations and
investment management. The Committee keeps all
developments under close review, but there were
no fundamental changes to the Company’s risk
management processes during the year, and no
significant failings or weaknesses were identified
from the Committee’s most recent risk review.
The Committee acknowledges that the Company
is reliant on the systems utilised by its service
providers. The Committee receives internal
controls reports from, and reviews the internal
controls in place at, the Investment Manager and
AIFM twice annually. The internal controls reports
from its other principal service providers – from the
Company’s Administrator and Company Secretary;
from the Custodian; and from the Registrar - are
reviewed on an annual basis.
During the year, the Committee reviewed reports
from the Depositary on its regulatory oversight and
due diligence duties. Nothing material was brought
to the attention of the Committee, and no breaches
or pricing errors were reported during the year.
Following these reviews, the Committee
concluded that there were no significant control
weaknesses or other issues that needed to be
brought to the attention of the Board.
The Committee members confirm that they have
carried out a review of the effectiveness of the
system of internal control and risk management
during the year, as set out above and that:
(a) an ongoing procedure for identifying,
evaluating and managing significant risks
faced by the Company was in place for the
year under review and up to the date of this
report. This procedure is regularly reviewed
by the Board; and
(b) they are responsible for the Company’s
system of internal controls and for reviewing
its effectiveness and that it is designed
to manage the risk of failure to achieve
business objectives. This can only provide
reasonable, but not absolute, assurance
against material misstatement or loss.
Material Controls
With effect for accounting periods beginning on or
after 1 January 2026, listed investment companies
will need to comply with the updated provision34
of the AIC Code of Corporate Governance,
which deals with Board monitoring of controls.
The provision mirrors updates made to the UK
Corporate Governance Code.
MIGO Opportunities Trust plc / Annual Report 2026
50
During the year, the Committee took steps to
ensure the Board would be able to address the
new requirements by revisiting the Company’s risk
landscape and internal controls environment and
reflecting on its appropriateness, applicability and
relevance.
Internal Audit
The Company does not have an internal audit
function as all of its day-to-day operations are
delegated to third parties, all of whom have their
own internal control procedures. The Committee
discussed whether it would be appropriate to
establish an internal audit function, and agreed that
the existing system of monitoring and reporting by
third parties remains appropriate and sufficient.
External Auditors
The Audit
The nature and scope of the audit for
the year under review, together with
PricewaterhouseCoopers LLP‘s (“PwC”) audit plan,
were considered by the Committee on 17 March
2026. The Committee then met PwC on 2 July
2026 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
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 on the Auditors’ performance during
the audit from Frostrow and AVI, together with
the Committee’s own views of the process.
The Committee also reviewed the outcomes of the
FRC’s annual Audit Quality Reviews and discussed
the findings with the Auditors.
A summary of the Company’s policy on the
provision by the Auditors of non-audit services 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.
The audit fee for the year ended 30 April 2026 was
£57,012 (2025: £59,094).
Appointment and Tenure
As a public company listed on the London Stock
Exchange, the Company is subject to mandatory
auditor rotation requirements. In accordance with
current legislation, the Company is required to
conduct an audit tender process at least every 10
years and will have to change its auditors after a
maximum of 20 years. In addition, the nominated
Engagement Leader is required to rotate after
serving a maximum of five years with the Company.
PwC were appointed in September 2016 to audit
the financial statements for the year ended 30 April
2017 and subsequent financial periods. The period
of total uninterrupted engagement is ten years.
Ms Lauren Cooper is the current Engagement
Lead, and this is her second year in this role having
been allocated to the Company by PwC for the
year ended 30 April 2025.
Audit Tender
As notified in last year’s Annual Report, a
competitive audit tender process, led by the
Committee, was undertaken in March 2026. The
Committee adopted formal audit tender guidelines
to govern the audit tender process.
A range of audit firms was considered not just
those who are part of the “Big Four” group of
audit firms. A selection of audit firms was then
invited to participate, and two firms submitted
proposals and were interviewed by the Committee.
The Committee submitted the two audit firm
candidates for the engagement to the Board,
together with a justified preference for one of them.
Following due consideration, the Board resolved
to re-appoint the Committee’s preferred candidate,
PwC.
Lauren Cooper, as the Engagement Lead for
the financial year under review, confirmed PwC’s
willingness to continue to act as Auditors to
the Company for the forthcoming financial year
and a resolution for their re-appointment will be
proposed at the AGM.
Based on the requirements, another tender
process will be conducted no later than 2036. PwC
will not be eligible to take part in this tender (if they
are still in post) as they will have completed 20
years as the Company’s Auditors.
In addition, the Committee continues to consider
annually the need to go to tender for audit quality,
remuneration or independence reasons.
Non-Audit Services
In accordance with the Company’s non-audit
services policy, the Audit Committee reviews
the scope and nature of all proposed non-
audit services before engagement to ensure
that auditor independence and objectivity are
safeguarded. The audit policy includes a list of
non-audit services which may be provided by the
Auditors as long as there is no apparent threat to
independence, as well as a list of services which
are prohibited. Non-audit services are capped at
70% of the average of the statutory audit fees for
the preceding three years.
No non-audit services were provided by the
Auditors during the year ended 30 April 2026 (2025:
none).
Effectiveness of the Committee
A formal internal Board review which included
reference to the 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;
• the Committee’s monitoring of compliance with
corporate governance requirements;
Governance / Audit Committee Report continued
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• 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.
Caroline Gulliver
Audit Committee Chair
13 July 2026
MIGO Opportunities Trust plc / Annual Report 2026
52
Governance / Directors’ Remuneration Report
For the year ended 30 April 2026
Statement from the Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended 30 April 2026. An ordinary
resolution for the approval of this report will be put to shareholders at the forthcoming Annual General
Meeting. The law requires the Company’s Auditors, PricewaterhouseCoopers LLP, to audit the Directors’
fees and beneficial interests. Where disclosures have been audited, they are indicated as such. TheAuditors’
opinion is included in the Independent Auditors’ Report on pages 57 to 61.
During the year under review, the Board consisted entirely of independent non-executive Directors and
the Company had no employees. We have not, therefore, reported on those aspects of remuneration
that relate to executive directors. Due to the small size and nature of the Board, it is not considered
appropriate for the Company to establish a separate remuneration committee and the remuneration of
the Directors is therefore dealt with by the Board as a whole.
The Board considers the framework for the remuneration of the Directors on an annual basis. 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 AICCode.
For the year ended 30 April 2026, Directors’ fees were set at the rate of £40,000 per annum for the
Chairman, £35,000 per annum for the Chair of the Audit Committee and £30,000 per annum for other
non-executive Directors.
Following a review of Directors’ fees during the year, fees were increased with effect from 1 May 2026
to £41,000 per annum for the Chairman, £36,000 for the Chair of the Audit Committee and £31,000 for
other non-executive Directors. This was done in accordance with the Company’s Remuneration Policy
on page55 which states that Directors’ remuneration is determined with reference to comparable
organisations and appointments and that all levels of remuneration should reflect both the time
commitment and responsibility of the role.
Directors’ Fees for the Year (audited)
The Directors who served during the year received the following emoluments:
Year ended 30 April 2026 Year ended 30 April 2025
Fees
£
Expenses
£
Total
£
Fees
£
Expenses
£
Total
£
2026
Percentage
change
(%)
2025
Percentage
change
(%)
2024
Percentage
change
(%)
2023
Percentage
change
(%)
2022
Percentage
change
(%)
Richard Davidson (Chairman) 40,000 – 40,000
39,300 – 39,300 1.8% (13.4%) 28.1 18.4% (1.5%)
Caroline Gulliver (Audit Committee
Chair)
1
35,000 – 35,000 33,800 – 33,800 3.6% n/a n/a n/a n/a
Lucy Costa Duarte
2
30,000 – 30,000 28,400 – 28,400 5.6% (15.0%) n/a n/a n/a
Ian Henderson
2
30,000 – 30,000 28,400 – 28,400 5.6% (14.7%) n/a n/a n/a
Hugh van Cutsem
3
– – – 5,607 – 5,607 n/a n/a 28.1% 16.6% 1.4%
135,000 – 135,000 135,507 – 135,507 (0.4%) (26.7%) 55.9% 19.5% 19.5%
1
Appointed as a Director on 29 December 2023.
2
Appointed as a Director on 1 November 2022.
3
Retired as a Director on 10 July 2024.
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The Directors’ fees set out in the table above exclude any employers’ national insurance contributions,
if applicable. No other forms of remuneration were received by the Directors and, therefore, the fees
represent the total remuneration of each Director.
No payments were made to former directors of the Company during the year other than set out in the
table above.
Other Benefits
The Company’s 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. The claims for taxable expenses, if applicable, are set out in the table above.
No pension schemes or other similar arrangements have been established for the Directors and no
Director is entitled to any pension or similar benefits pursuant to their Letters of Appointment.
Loss of Office
Directors do not have service contracts with the Company but are engaged under Letters of Appointment.
These specifically exclude any entitlement to compensation upon leaving office for whatever reason.
Performance
The graph below compares the total return (assuming all dividends are sterling reinvested) to Ordinary
shareholders, compared with the Deutsche Numis All Share Total Returns Index (inc Investment
Companies), chosen as it is a broad equity index. SONIA plus2%, the Company’s benchmark, is also shown.
Deutsche Numis All Share Total Returns Index
(inc Investment Companies)
0
50
100
150
200
250
300
April
2024
April
2025
April
2026
April
2016
April
2017
April
2018
April
2019
April
2020
April
2021
April
2023
April
2022
Company Share Price
SONIA +2%
Source: Deutsche Numis
Source: Morningstar
The data has been rebased to 100 at 30 April 2016 (the start of the period covered by the graph).
Relative Importance of Spend on Pay
The table below shows the comparative cost of Directors’ fees compared with the level of dividend
distribution and Company expenses for the years ended 30 April 2026 and 30 April 2025.
2026
£’000
2025
£’000
Change
%
Total Returns 12,744 (3,983) 420.0%
Directors’ fees 135 136 (0.4%)
Dividend paid – 127 n/a
Share Buybacks 8,551 11,687 (26.8%)
Directors’ Beneficial Interests (audited)
The interests of the Directors and persons closely associated with them in the Ordinary shares of the
Company are set out below:
At 30 April 2026
Number of shares
At 30 April 2025
Number of shares
Richard Davidson 87,000 87,000
Lucy Costa Duarte 6,115 6,115
Ian Henderson 9,053 9,053
Caroline Gulliver 10,000 10,000
There have been no changes to any of the above holdings between 30April 2026 and the date of
thisreport.
There is no requirement under the Company’s Articles of Association for Directors to hold shares in the
Company.
The interests of representatives of the Portfolio Managers in the Ordinary shares of the Company are set
out below:
At 30 April 2026
Number of shares
At 30 April 2025
Number of shares
Tom Treanor 99,335 n/a
Charlotte Cuthbertson 4,400 1,252
MIGO Opportunities Trust plc / Annual Report 2026
54
Governance / Directors’ Remuneration Report continued
Statement of Voting at Annual General Meeting
The Directors’ Remuneration Report for the year ended 30 April 2025 was approved by shareholders
atthe Annual General Meeting held on 18 September 2025.
2,097,167 votes (98.31%) were in favour, with 36,014 votes (1.69%) against and 17,794 votes withheld.
Anyproxy votes which were at the discretion of the Chairman were included in the “for” total.
Approval
The Directors’ Remuneration Report was approved by the Board of Directors on 13 July 2026 and signed
on its behalf by:
Richard Davidson
Chairman
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Governance / Directors’ Remuneration Policy
The Board’s policy is that the remuneration of the Directors should reflect the experience of the Board
as a whole, and be determined with reference to comparable organisations and appointments. Thelevel
of remuneration has been set in order to attract individuals of a calibre appropriate to the future
development of the Company. The remuneration of the Directors will take into account the duties and
responsibilities of the Directors and the expected time commitment to the Company’s affairs.
The fees of the Directors are determined within the limits set out in the Company’s Articles of
Association, which stipulate that the aggregate amount of Directors’ fees shall not exceed £250,000 in
any financial year or any greater sum that may be determined from time to time by ordinary resolution
of the Company. TheDirectors are not eligible for bonuses, pension benefits, share options, long-term
incentive schemes or other benefits. There are no performance conditions attaching to the remuneration
of the Directors as the Board does not believe this to be appropriate for non-executive Directors.
As set out in the Company’s Articles of Association, Directors are entitled to be paid all reasonable
travel, hotel or other expenses properly incurred in or about the performance of their duties as Directors,
including expenses incurred in attending Board or shareholder meetings. In certain circumstances, under
HMRC rules, travel and other out of pocket expenses reimbursed to the Directors may be considered as
taxable benefits. Where expenses are classed as taxable under HMRC guidance, they are shown in the
expenses column of the Directors’ remuneration table on page 52 along with the associated tax liability.
Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent
periods will be determined following an annual review. No communications have been received from
shareholders regarding Directors’ remuneration. The Board will consider any comments received from
shareholders on the Directors’ Remuneration Policy.
None of the Directors has a contract of service with the Company, but letters of appointment setting out
the terms of their appointment as non-executive Directors are in place and are available on request from
the Company Secretary and will be available at the Company’s Annual General Meeting. All Directors
stand for re-election annually. Compensation will not be paid upon loss of office.
This policy was last approved by shareholders at the Annual General Meeting held in 2023. 3,623,139
votes (99.14%) were in favour, with 31,375 votes against (0.86%) and 11,460 votes withheld. Any proxy votes
which were at the discretion of the Chairman were included in the “for” total.
In accordance with regulations, an ordinary resolution to approve the Directors’ Remuneration Policy will
be put to shareholders at least once every three years, if there have been no proposed changes to the
policy in the meantime. Therefore, the Directors’ Remuneration Policy will be put to shareholders at this
year’s AGM.
Current fees
for year to
30 April 2027
£
Fees for year to
30 April 2026
£
Chairman 41,000 40,000
Audit Committee Chair 36,000 35,000
Non-executive Director 31,000 30,000
Total Director’s fees for the year 139,000 135,000
Total aggregate annual fees that the Articles allow 250,000 250,000
MIGO Opportunities Trust plc / Annual Report 2026
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Governance / Statement of Directors’ Responsibilities in respect of the Financial Statements
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, including 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 requiredto:
• select suitable accounting policies and then
apply them consistently;
• state whether applicable United Kingdom
Accounting Standards, including FRS 102
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates
that are reasonable and prudent; and
• 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 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 also 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 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, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s position and 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:
• the Company’s financial statements, which
have been prepared in accordance with United
Kingdom Accounting Standards, including
FRS 102, give a true and fair view of the assets,
liabilities, financial position and profit of the
Company; and
• 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
Directors’ Report is approved:
• so far as the Director is aware, there is no
relevant audit information of which the
Company’s Auditors are unaware; and
• 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
Richard Davidson
Chairman
13 July 2026
Opinion
In our opinion, MIGO Opportunities Trust plc’s financial statements:
• ● give a true and fair view of the state of the company’s affairs as at 30 April 2026 and of its return and
cash flows for the year then ended;
• ● 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
• ● 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 April 2026;
• ● the Income Statement for the year then ended;
• ● the Statement of Changes in Equity for the year then ended;
• ● the Statement of Cash Flow 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 • We conducted our audit of the financial statements using information
from the AIFM and Frostrow Capital LLP (the “Administrator”), to whom
the company has engaged to provide all administrative functions. We
also used information from Waystone Administration Solutions (UK)
Limited, whom Frostrow Capital LLP has engaged to provide certain
administrative functions.
• ● We tailored the scope of our audit taking into account the types of
investments within the Company, the involvement of the third parties
referred to above, the accounting processes and controls and the
industry in which the Company operates.
• ● We obtained an understanding of the control environment in place at
both the AIFM and the Administrator, and adopted a fully substantive
testing approach using reports obtained from the Administrator.
Key audit matters • Valuation and existence of investments.
• ● Income from investments.
Materiality • Overall materiality: £701,000 (2025: £659,000) based on 1% of Net
Asset Value.
• ● Performance materiality: £525,750 (2025: £494,000).
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.
Governance / Independent Auditors’ Report
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The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to the Audit Committee Report, Accounting Policies and Note 9 to the Financial Statements. The
investment portfolio at 30 April 2026 consists largely of listed equity investments valued at £74.5m.
We focused on the valuation and existence of listed investments as the balance is the most significant
financial reporting item within the Financial Statements.
Our approach to addressing the matter involved the following procedures:
• ●Tested the valuation of all listed equity investments as at 30 April 2026 by agreeing the valuation to
independent third-party sources; and
• Tested the existence of all of the listed equity investments as at 30 April 2026 by agreeing
investment holdings to an independent custodian confirmation.
Income from investments
Refer to the Audit Committee Report, Accounting Policies and Note 2 to the Financial Statements. The
Company has reported revenue of £2.3m (2025: £2.3m). We focused on the accuracy, completeness and
occurrence of investment income as incomplete or inaccurate income could have a material impact
on the Company’s net asset value. We also focused on the accounting policy for investment income
recognition and the presentation of investment income in the Income Statement for compliance with
the requirements of The Association of Investment Companies Statement of Recommended Practice
(the “AIC SORP”), as incorrect application could indicate a misstatement in income recognition.
We assessed the accounting policy for income recognition for compliance with accounting
standards and the AIC SORP and performed testing to check that income had been accounted for in
accordance with the stated accounting policy. We found that the accounting policies implemented
were in accordance with accounting standards and the AIC SORP, and that income from investments
has been accounted for in accordance with the stated accounting policy. We tested accuracy
for all dividend receipts by agreeing the dividend rates to independent market data. To test for
completeness, we tested, for a sample of investment holdings in the portfolio, that all dividends
declared in the market had been recorded. We tested occurrence by testing that all dividends
recorded in the year have been declared in the market.
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’s accounting is delegated to the Administrator who maintains the Company’s accounting
records and who has implemented controls over those accounting records. We obtained our audit
evidence from substantive tests. However, as part of our risk assessment, we understood and assessed
the internal controls in place at both the AIFM and the Administrator to the extent relevant to our audit.
This assessment of the operating and accounting structure in place at both organisations involved
obtaining and analysing the relevant controls reports issued by the independent service auditor of
the AIFM and the Administrator in accordance with generally accepted assurance standards for such
work. Following this assessment, we applied professional judgement to determine the extent of testing
required over each balance in the financial statements.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact
of climate risk on the company’s financial statements, and we remained alert when performing our audit
procedures for any indicators of the impact of climate risk. Our procedures did not identify any material
impact as a result of climate risk on the company’s financial statements.
Governance / Independent Auditors’ Report continued
MIGO Opportunities Trust plc / Annual Report 2026
58
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
£701,000 (2025: £659,000).
How we determined it
1% of Net Asset Value.
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% (2025: 75%%) of
overall materiality, amounting to £525,750 (2025:
£494,000) 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 £35,000 (2025: £32,900) as
well as misstatements below that amount that,
in our view, warranted reporting for qualitative
reasons.
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:
• ● evaluating the Directors’ risk assessment and
considering whether it addressed relevant
threats;
• ● evaluating the Directors’ assessment of
potential operational impacts, considering their
consistency with other available information
and our understanding of the business and
assessed the potential impact on the financial
statements;
• ● reviewing the Directors’ assessment of the
company’s financial position in the context of
its ability to meet future expected operating
expenses and debt repayments, their
assessment of liquidity as well as their review of
the operational resilience of the company and
oversight of key third-party service providers;
and
• ● assessing the premium/discount the
Company’s share price trades as compared to
the net asset value per share; and
• ● assessing the implication of significant
reductions in NAV as a result of a severe but
plausible downside scenario in the market’s
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 Strategic report and 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.
Strategic report and Report of the Directors
In our opinion, based on the work undertaken in
the course of the audit, the information given in
the Strategic report and Report of the Directors
for the year ended 30 April 2026 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
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the course of the audit, we did not identify any
material misstatements in the Strategic report and
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:
• ● The directors’ confirmation that they have carried
out a robust assessment of the emerging and
principal risks;
• ● 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;
• ● 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;
• ● The directors’ explanation as to their assessment
of the company’s prospects, the period this
assessment covers and why the period is
appropriate; and
• ● 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:
• ● 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;
• ● The section of the Annual Report that describes the
review of effectiveness of risk management and
internal control systems; and
• ● 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.
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 in respect of the
Financial Statements, 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 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 manipulate revenue (investment income
Governance / Independent Auditors’ Report continued
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and capital gains) or to increase net asset value..
Audit procedures performed by the engagement
team included:
• ● enquiries with the Administrator and the Audit
Committee, including consideration of known or
suspected instances of non-compliance with laws
and regulation and fraud;
• ● reviewing relevant meeting minutes, including
those of the Audit Committee;
• ● 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;
• ● identifying and testing manual year end journal
entries posted during the preparation of the
financial statements; and
• ● 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.
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/auditors
responsibilities. 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:
• ● we have not obtained all the information and
explanations we require for our audit; or
• ● 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
• ● certain disclosures of directors’ remuneration
specified by law are not made; or
• ● 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
We were first appointed by the company for
the financial year ended 30 April 2017. Our
uninterrupted engagement covers 10 financial
years.
Lauren Cooper
(Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
13 July 2026
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Year ended 30 April 2026 Year ended 30 April 2025
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains/(losses) on investments 9 – 12,346 12,346 – (4,311) (4,311)
Exchange losses on currency balances – (35) (35) – (9) (9)
Income 2 2,346 – 2,346 2,310 – 2,310
Investment management and performance fees 3 (275) (247) (522) (465) – (465)
Other expenses 4 (720) – (720) (853) – (853)
Net return before finance costs and taxation 1,351 12,064 13,415 992 (4,320) (3,328)
Finance costs 5 (671) – (671) (655) – (655)
Net return before taxation 680 12,064 12,744 337 (4,320) (3,983)
Taxation 6 – – – – – –
Net return after taxation 680 12,064 12,744 337 (4,320) (3,983)
Basic and diluted return per share (pence) 7 3.8 66.8 70.6 1.6 (20.6) (19.0)
The total column of this statement is the Income Statement of the Company. The supplementary revenue and capital columns have been prepared in accordance with guidance issued by the AIC.
All revenue and capital items in the above statement derive from continuing operations. There is no other comprehensive income and therefore no Statement of Total Comprehensive Income has been presented.
Financial Statements / Income Statement
For the year ended 30 April 2026
The notes on pages 66 to 78 form part of these financial statements.
MIGO Opportunities Trust plc / Annual Report 2026
62
Note
Called up
share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
account
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
share-
holders’
funds
£’000
Balance at 1 May 2024 225 129 29,088 51,320 952 81,714
Movement for the year
Buyback of shares for cancellation 13 (33) 33 – (11,687) – (11,687)
Net return for the year – – – (4,320) 337 (3,983)
Dividends paid 8 – – – – (127) (127)
Balance at 30 April 2025 192 162 29,088 35,313 1,162 65,917
Movement for the year
Buyback of shares for cancellation 13 (22) 22 – (8,551) – (8,551)
Net return for the year – – – 12,064 680 12,744
Dividends paid 8 – – – – – –
Balance at 30 April 2026 170 184 29,088 38,826 1,842 70,110
Financial Statements / Statement of Changes in Equity
For the year ended 30 April 2026
The notes on pages 66 to 78 form part of these financial statements.
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Note
30 April 2026
£’000
30 April 2025
£’000
Fixed assets
Investments 9 74,477 68,867
Current assets
Debtors 11 1,067 892
Cash 6,085 7,843
7,152 8,735
Creditors: amounts falling due within one year
Creditors 12 (11,519) (11,685)
(11,519) (11,685)
Net current liabilities (4,367) (2,950)
Net assets 70,110 65,917
Share capital and reserves:
Called up share capital 13 170 192
Share premium account 29,088 29,088
Capital redemption reserve 184 162
Capital reserve 38,826 35,313
Revenue reserve 1,842 1,162
Total shareholders’ funds 70,110 65,917
Net asset value per Ordinary share (pence) 14 413.1 342.5
Number of shares in issue 16,971,542 19,246,377
These financial statements on pages 62 to 78 were approved by the Board of Directors and authorised for issue on 13 July 2026, and signed on its behalf by:
Richard Davidson
Chairman
Company No. 05020752
Financial Statements / Statement of Financial Position
as at 30 April 2026
The notes on pages 66 to 78 form part of these financial statements.
MIGO Opportunities Trust plc / Annual Report 2026
64
Note
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Net cash inflow from operating activities 15 1,416 1,074
Investing activities
Purchases of investments (72,526) (29,217)
Sales of investments 78,871 41,034
Exchange gain on settlement 5 13
Net cash inflow from investing activities 6,350 11,830
Financing activities
Buyback of shares for cancellation (8,551) (11,687)
Revolving credit facility drawdown – 5,000
Dividend paid – (127)
Finance costs paid (933) (590)
Net cash outflow from financing activities (9,484) (7,404)
(Decrease)/increase in cash (1,718) 5,500
Reconciliation of net cash flow movement in funds:
Cash at beginning of year 7,843 2,365
Exchange rate movements (40) (22)
(Decrease)/increase in cash (1,718) 5,500
(Decrease)/increase in cash (1,758) 5,478
Cash at end of year 6,085 7,843
Financial Statements / Statement of Cash Flow
for the year ended 30 April 2026
The notes on pages 66 to 78 form part of these financial statements.
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1 Accounting policies
The Company is a public limited company (PLC) limited by shares, incorporated in England and Wales,
with its registered office at 25Southampton Buildings, London, WC2A 1AL.
The principal accounting policies, all of which have been applied consistently throughout the year and in
the preparation of the financial statements, are set out below:
The policies applied in these financial statements are consistent with those applied in the
preceding year.
Accounting convention
The financial statements are prepared on a going concern basis, under the historical cost convention,
modified by the valuation of investments at fair value, in accordance with the Companies Act 2006,
United Kingdom Generally Accepted Accounting Principles (“UK GAAP”) including FRS102 ‘The Financial
Reporting Standard applicable in the UK and Ireland’ and the Statement of Recommended Practice
regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”)
issued by the Association of Investment Companies in July 2022.
The Company’s financial statements are presented in sterling, being the functional and presentational
currency of the Company. All values are rounded to the nearest thousand pounds (£’000) except where
otherwise indicated.
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 Sections 1158 and 1159 of the Corporation Tax Act 2010.
Critical accounting judgements and key sources of estimation uncertainty
Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial
information are regularly evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable. The resulting estimates will, by
definition, seldom equal the related actual results. There are no critical accounting judgements made in
preparing the financial statements.
The key sources of estimation and uncertainty that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities relate to the valuation of the Company’s
unquoted investments; 0.7% (2025: 0.9%) of the Company’s portfolio is comprised of unquoted
investments. These are valued in line with the accounting policy for investments starting on the following
page. Given the scale of the Company’s unquoted portfolio, there are no material sources of estimation
uncertainty.
Going concern
The Directors have made an assessment of the Company’s ability to continue as a going concern and,
having taken into account the liquidity of the Company’s portfolio and the Company’s financial position
in respect of its cash flows and borrowing facilities, are satisfied that the Company has the resources
to continue in business for 12 months from the date of approval of this report. The Company, therefore,
continues to adopt the going concern basis in preparing its financial statements. Further information on
the Company’s borrowing facility is given in note 12.
Income recognition
Dividends receivable are recognised when the investments concerned are quoted ‘ex-dividend’. Where
no ex-dividend date is quoted, dividends are recognised when the Company’s right to receive payment
is established.
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.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column
of the Income Statement except for transaction costs which are incidental to the acquisition or disposal
of an investment, which are included within gains/(losses) on investments and disclosed in note 9 and
performance fees which are allocated 100% to the capital as disclosed in note 3.
Foreign currency transactions
Transactions denominated in foreign currencies are translated into sterling at the rates of exchange
ruling at the date of the transaction.
Investments are converted to sterling at the rates of exchange ruling at the Statement of Financial
Position date. Any gains or losses on the re-translation of assets or liabilities are taken to the revenue
or capital column of the Income Statement, depending on whether the gain or loss is of a capital or
revenue nature.
Dividends payable
Dividends are included in the financial statements in the year in which they are paid.
Investments
In accordance with FRS 102 Section 11: Basic Financial Investments and Section 12: Other Financial
Investment Issues, investments are measured initially, and at subsequent reporting dates, at fair value,
and are recognised and de-recognised at trade date where a purchase or sale is under a contract whose
terms require delivery within the time frame established by the market concerned.
For quoted securities fair value is either bid price or the closing price where the security is primarily
traded via a trading service that provides an end of day closing auction with guaranteed liquidity to
investors.
Financial Statements / Notes to the Financial Statements
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
The valuation of unquoted securities is carried out in accordance with the International Private Equity
and Venture Capital Association valuation guidelines. Unquoted securities are valued using either:
• the last published net asset value of the security after adjustment for factors that the AIFM and Board
believe would affect the amount of cash that the Company would receive if the security were realised
as at the Statement of Financial Position date; or
• the estimated, discounted cash distribution based on information provided by the management
or liquidators of the security. The discount applied will take account of various factors, including
expected timings of the cash flow and the level of certainty on the estimate.
Changes in fair value and gains or losses on disposal are included in the Income Statement as a
capital item.
Cash
Cash comprises solely cash at bank.
Bank loans and finance costs
Bank loans are initially recognised at cost, being the fair value of the consideration received less issue
costs where applicable. After initial recognition, bank loans are recognised at amortised cost using the
effective interest rate method, with the interest expense recognised on an effective yield basis.
Taxation
The charge for taxation is based on net revenue for the year.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and
revenue as set out in note 6 to the financial statements. The standard rate of corporation tax is applied
to taxable net revenue. Any adjustment resulting from relief for overseas tax is allocated to the revenue
reserve.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at
the Statement of Financial Position date where transactions or events that result in an obligation to pay
more, or right to pay less, tax in future have occurred at the Statement of Financial Position date. 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 future reversal of the underlying timing differences can be deducted.
Timing differences are differences arising between the Company’s taxable profits and its results as
stated in the accounts which are capable of reversal in one or more subsequent periods. Deferred tax
is measured without discounting and based on enacted tax rates. Due to the Company’s status as an
investment trust, and the intention to meet the conditions required to obtain approval under Sections
1158 and 1159 of the Corporation Tax Act 2010, the Company has not provided for deferred tax on any
capital gains and losses arising on the revaluation or disposal of investments.
Capital reserve
Gains or losses on disposal of investments and changes in fair values of investments (investment holding
gains or losses) are charged to the capital column of the Income Statement and taken to the Capital
reserve.
Certain expenses net of any related taxation effects are charged to this reserve in accordance with the
expenses policy on page 61. The amounts within the Capital Reserve less unrealised gains and losses
which are not readily convertible to cash are available for distribution.
Revenue reserve
The revenue reserve is distributable by way of dividends, when positive. While the reserve is negative no
dividends can be distributed by way of dividend from this reserve.
Capital redemption reserve
This reserve arises when shares are bought back by the Company and subsequently cancelled at which
point an amount equal to the par value of the shares cancelled is transferred from share capital to this
reserve. This reserve is not distributable.
Financial assets and liabilities
The only financial assets measured at fair value through profit or loss are the investments held by the
Company, refer to note 9. All other financial assets (being Debtors and Cash) are measured at amortised
cost. All financial liabilities (being Borrowings and Creditors) are measured at amortised cost.
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2 Income
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Income from investments:
UK dividends 1,146 1,072
Overseas dividends 994 1,023
Property income dividends 178 184
2,318 2,279
Other income
Interest income 28 31
Total income 2,346 2,310
3 Investment management and performance fees
Year ended 30 April 2026 Year ended 30 April 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 275 – 275 465 – 465
Performance fee – 247 247 – – –
Total investment management and performance fee 275 247 522 465 – 465
Further details on the investment management and performance fee arrangements can be found on page 27 in the Strategic Report.
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
4 Other expenses
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Frostrow Capital LLP administration fees 146 180
Audit fees* 57 59
Directors’ remuneration** 135 136
Employers NIC on directors’ remuneration 7 8
Legal and professional fees 16 32
Broker fees 42 42
Other expenses*** 317 396
720 853
* Exclusive of VAT. The Company’s auditors provided no non-audit services during the year (2025: none).
** See Directors’ Remuneration Report on pages 52 to 54 for analysis.
*** Other expenses primarily comprise marketing and other operational costs.
5 Finance costs
Year ended 30 April 2026 Year ended 30 April 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Finance costs payable 671 – 671 655 – 655
Relates to interest charged, commitment fees and arrangement fees on the revolving loan facility, details of which are disclosed in note 12.
6 Taxation
Analysis of tax charge for the year
Year ended 30 April 2026 Year ended 30 April 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation tax at 25.0% (2025: 25.0%) – – – – – –
Overseas taxation – – – – – –
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Factors affecting total tax charge for the year
The tax charge for the year is lower than (2025: lower than) the standard rate of Corporation Tax in the UK of 25.0% (2025: 25.0%). The differences are explained below:
Year ended 30 April 2026 Year ended 30 April 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 680 12,064 12,744 337 (4,320) (3,983)
Theoretical tax at UK corporation tax rate of 25% (2025: 25.0%) 170 3,016 3,186 84 (1,080) (996)
Effects of:
– Non taxable dividends (447) – (447) (379) – (379)
– Gains/(losses) on investment – (3,078) (3,078) – 1,080 1,080
– Unrelieved expenses 277 62 339 295 – 295
Total tax charge/(credit) for the year – – – – – –
Provision for deferred tax
Approved investment trusts are exempt from tax on capital gains made within the Company.
As at 30 April 2026, based on current estimates and including the accumulation of net allowable losses, the Company has unrelieved losses of £16,349,118 (2025: £14,996,689) that are available to offset future
taxable revenue. A deferred tax asset of £4,087,280 (2025: £3,749,172) has not been recognised, based on the effective tax rate of 25.0% (2025: 25.0%), because the Company is not expected to generate sufficient
taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions
for approval as an investment trust company.
7 Return per share
The Capital, Revenue and Total Return per share are based on the net returns shown in the Income Statement on page 62 and the weighted average number of shares in issue 18,066,074 (2025: 21,009,564).
There are no dilutive instruments issued by the Company.
8 Dividends
During the year to 30 April 2026, the Company paid no final dividend in relation to the financial year ended 30April 2025.
During the year to 30 April 2025, the Company paid a final dividend of 0.6 pence per share or £127,000 in total in relation to the financial year ended 30 April 2024.
A final dividend of 2.00 pence per share in relation to the financial year ended 30 April 2026 has been recommended by the Board. If approved by shareholders, the related amount will be reflected in the
Company’s Annual Report for the year ending 30 April 2027.
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
9 Investments
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Investment portfolio summary
Opening book cost 73,695 80,745
Opening investment holding (losses)/gains (4,828) 2,963
68,867 83,708
Analysis of investment portfolio movements
Opening valuation 68,867 83,708
Movements in the year:
Purchases at cost 72,270 30,404
Sales – proceeds (79,006) (40,934)
Gains/(losses) on investments 12,346 (4,311)
Valuation at 30 April 74,477 68,867
Cost at 30 April 81,394 73,695
Investment holding losses at 30 April (6,917) (4,828)
74,477 68,867
Reconciliation on net movement in investment holding gains
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Gains on disposal 14,435 3,480
Movement in investment holding losses (2,089) (7,791)
Net movement in investment holding gains/(losses) 12,346 (4,311)
A list of the portfolio holdings by their fair value is given in the Portfolio Valuation on pages 14 and 15.
Transaction costs incidental to the acquisitions of investments totalled £323,000 (2025: £128,000) and disposals of investments totalled £110,000(2025:£49,000) for the year. These are included in gains on
investments in the Income Statement.
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Fair value hierarchy
FRS 102 requires financial companies to disclose the fair value hierarchy that classifies financial instruments measured at fair value at one of three levels 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:
Classification Input
Level 1 Valued using quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and
Level 3 Valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policies on pages 66 and 67. The table below sets out the Company’s fair value hierarchy measurements as at 30 April 2026 and
30April 2025.
30 April 2026
£’000
30 April 2025
£’000
Level 1
Quoted equities 73,959 68,265
Total Level 1 73,959 68,265
Level 2
Equities – –
Total Level 2 – –
Level 3
Equities 518 602
Total Level 3 518 602
Total 74,477 68,867
Level 1 financial assets are valued at the closing prices quoted by Thomson Reuters as at 30 April 2026 and the Company does not adjust the quoted prices of Level 1 instruments.
During the year, no level 1 assets (2025: £488,000) were delisted and transferred to level 3 and no level 2 assets (2025: none) were transferred to level3.
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
Analysis of movements in Level 3 investments
Year ended
30 April 2026
Level 3
£’000
Year ended
30 April 2025
Level 3
£’000
Opening fair value of investments 602 196
Transfer from Level 1 – 488
Movement in investment holding gains (84) (82)
Closing fair value of investments 518 602
A 5% increase on the NAV of Level 3 investments would increase gains on investments in the Income Statement by £25,900 (2025: £30,100) and vice versa.
10 Significant interests
The Company had holdings of 3% or more of the voting rights attached to shares that are material in the context of the financial statements in the following investments:
30 April 2026
% of voting
rights
Security
Ecofin US Renewables Infrastructure Trust 12.2%
Dunedin Enterprise Investment Trust 7.2%
RM Infrastructure Income 5.2%
Ground Rents 4.6%
Real Estate Investors 4.0%
US Solar Fund 3.8%
Schroder British Opportunities Trust 3.7%
Macau Property Opportunities Fund 3.6%
VH Global Energy Infrastructure 3.2%
Home REIT 3.2%
GCP Asset Backed Income Fund 3.2%
Baker Steel Resources Trust 3.0%
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30 April 2025
% of voting
rights
Security
Dunedin Enterprise Investment Trust
7.2%
Baker Steel Resources Trust
6.1%
Ecofin US Renewables Infrastructure Trust
5.0%
River UK Micro Cap
4.1%
Real Estate Investors
4.0%
Schroder British Opportunities Trust
3.7%
Macau Property Opportunities Fund
3.6%
11 Debtors
30 April 2026
£’000
30 April 2025
£’000
Sales of investments awaiting settlement 820 685
Dividends and interest receivable 3 104
Prepayments and other debtors 244 103
1,067 892
12 Creditors: amounts falling due within one year
30 April 2026
£’000
30 April 2025
£’000
Drawdowns from revolving credit facility 10,000 10,000
Purchases of investments awaiting settlement 1,117 1,373
Other creditors 402 312
11,519 11,685
The Company has a £10,000,000 (2025: £10,000,000) secured revolving credit facility (“RCF”), which was fully drawn as at 30 April 2026 (2025: £10,000,000). The RCF with the Royal Bank of Scotland International
Limited, London Branch (the “Bank”) was in place during the year until its expiry in February 2026, bearing interest at the rate of 1.45% over SONIA on any drawn balance and 0.72% on any undrawn balance. The RCF
was originally agreed on 28January 2022 and expired on 16 February 2026.
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
On 16 February 2026 a new loan facility was agreed with OakNorth Bank plc (“OakNorth”), bearing interest of Bank of England Base Rate plus 4.22% per annum. The arrangement fee for the facility was £90,000, and
the OakNorth loan facility will expire in February 2029 unless renewed.
The OakNorth loan facility contains covenants which require that net borrowings will not at any time exceed 20% of the adjusted net asset value, which shall at all times be equal to or greater than £50,000,000. If
the Company breaches either covenant, then it is required to notify the Bank of any default and any steps being taken to remedy it.
13 Called up share capital
30 April 2026
£’000
30 April 2025
£’000
Allotted, called-up and fully paid:
16,971,542 (2025: 19,246,377) Ordinary shares of 1p each 170 192
2,274,835 shares were bought back in the year for cancellation (2025: 3,291,420) for a total consideration of £8,551,000 (2025: £11,687,000). No shares were held in Treasury during the year (2025: none). During the
year, no new shares were issued by the Company (2025: none).
Since the year end, no further shares were bought back for cancellation.
14 Net asset value per Ordinary share
The net asset value per Ordinary share is based on net assets at the year-end as shown in the Statement of Financial Position of £70,110,000 (2025:£65,917,000) and 16,971,542 (2025: 19,246,377) Ordinary shares,
being the number of Ordinary shares in issue at the year end.
15 Reconciliation of net return before finance costs and taxation to net cash inflow from operating activities
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Net return before finance costs and taxation 13,415 (3,328)
Adjustments for:
(Gains)/losses on investments (12,346) 4,311
Exchange losses on currency balances 35 9
Increase/(decrease) in creditors 215 (32)
Decrease in debtors 97 114
Net cash inflow from operating activities 1,416 1,074
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16 Analysis of financial assets and liabilities
The Company’s financial instruments comprise investments, cash balances and debtors and creditors
that arise from its operations.
The risk management policies and procedures outlined in this note have not changed substantially from
the previous year.
The principal risks the Company faces in its portfolio management activities are:
• Market risk – arising from fluctuations in the fair value or future cash flows of a financial instrument
used by the Company because of changes in market prices. Market risk comprises three types of risk:
currency risk, interest rate risk, and other price risk:
• Currency risk – arising from the value of future transactions, and financial assets and liabilities
denominated in foreign currencies fluctuating due to changes in currency rates;
• Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial
instrument because of changes in interest rates; and
• Other price risk – arising from fluctuations in the fair value of investments due to changes in market
prices.
• Liquidity risk – arising from any difficulties in meeting obligations associated with financial liabilities.
• Credit risk – arising from financial loss for the Company where the other party to a financial instrument
fails to discharge an obligation.
The AIFM monitors the financial risks affecting the Company on a daily basis. The Directors receive
financial information on a quarterly basis which is used to identify and monitor risk.
The AIFM’s policies for managing these risks are summarised below and have been applied throughout
the year:
Currency Risk
Although the Company’s performance is measured in sterling, a proportion of the Company’s assets
may be either denominated in other currencies or are in investments with currency exposure. At the
year end, the Company held five (2025: seven) US dollar denominated investments with the sterling
equivalent of £8,623,000 (2025: £8,697,000). The Company also held three (2024: two) investments with
the sterling equivalent of £2,357,000denominated in euro (2025: £2,615,000).
If sterling strengthens against the US dollar and euro by 10% (2025: 10%), it would have the effect, with all other
variables held constant, of reducing the net capital return before taxation and equity reserves by £998,000
(2025: £1,028,000). Ifsterling weakens against the US dollar and euro by 10%, it would have the effect of
increasing the net capital return before taxation and equity reserves by £1,220,000 (2025: £1,257,000).
An analysis of the indirect geographical exposure is shown on page 16.
The Investment Manager reviews the risks of adverse currency movements and where necessary may use
derivatives to mitigate the risk of adverse currency movements, although none has been used to date.
Interest Rate Risk
The Company finances its operations through existing reserves and a revolving credit facility. The
Company’s financial assets and liabilities, excluding short-term debtors and creditors, may include
investments in fixed interest securities, whose fair value may be affected by movements in interest rates.
Details of such holdings can be found in the Portfolio Valuation on pages 14 and 15.
At the end of the year, the Company had in place a revolving credit facility of £10,000,000 with the
OakNorth Bank plc. The facility was refinanced in February 2026 at an interest rate of Bank of England
Base Rate plus 4.22% margin per annum on any drawn balance. As a result, the Company is exposed
to cash flow interest rate risk, as changes in the Bank of England base rate will directly affect finance
costs and cash outflows. As at 30 April 2026, drawdown from the facility amounted to £10,000,000
(2025: £10,000,000). The amount of borrowings and approved levels are monitored and reviewed
regularly by the Board. If the Bank of England base rate increased by 1%, it would have the effect, with
all other variables held constant, of reducing the net capital return before taxation and equity reserves
by £100,000. A decrease of 1% in base rate, would increase net capital return before taxation and equity
reserves by £100,000.
The Company’s cash earns interest at a variable rate which is subject to fluctuations in interest rates.
At the year end, the Company’s cash balances were £6,085,000 (2025: £7,843,000). £28,000 in interest
income was received in the year (2025: £31,000).
Other Price Risk
Other price risk arises mainly from uncertainty about future prices of financial instruments. The value
of shares and the income from them may fall as well as rise and shareholders may not get back the
full amount invested. The AIFM continues to monitor the prices of financial instruments held by the
Company on a real time basis. Adherence to the Company’s investment objective and policy shown on
pages 18 and 19 mitigates the risk of excessive exposure to one issuer or sector.
The Board manages market risk inherent in the investment portfolio by ensuring full and timely
access to relevant information from the Investment Manager. The Board meets regularly and at each
meeting reviews the investment performance, the investment portfolio and the rationale for the current
investment positioning to ensure consistency with the Company’s investment objective and policy.
The portfolio does not seek to reproduce any index, investments are selected based upon the merit of
individual companies and therefore the portfolio’s performance may well diverge significantly from the
benchmark.
A list of investments held by the Company at 30 April 2026 is shown in the Portfolio Valuation on
pages 14 and 15. All these investments are subject to price risk.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the
risk arising from factors specific to a particular country or sector. The allocation of assets to international
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
markets and the stock selection process both act to reduce market risk. The Investment Manager
actively monitors market prices throughout the year and reports to the Board, which meets regularly
in order to review the investment strategy. The investments held by the Company are listed on various
stock exchanges worldwide, but predominantly in the UK.
If the investment portfolio valuation fell by 10% (2025: 10%) from the amount detailed in the financial
statements as at 30 April 2026, it would have the effect, with all other variables held constant, of
reducing the net capital return before taxation and equity reserves by £7,448,000 (2025: £6,887,000). An
increase of 10% in the investment portfolio valuation would have an equal and opposite effect on the net
capital return before taxation and equity reserves.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities as they
fall due. The Investment Manager does not invest in unquoted securities on behalf of the Company.
However, the investments held by the Company includes UK AIM quoted and NEX quoted companies
which can have limited liquidity and could sometimes be delisted too. Short-term flexibility is achieved
through the use of drawdowns from the revolving credit facility. Liquidity risk is mitigated by the fact that
the Company has £6,085,000 (2025: £7,843,000) cash at bank which can satisfy its creditors and that,
as a closed-ended fund, assets do not need to be liquidated to meet redemptions, and sufficient liquid
investments are held to be able to meet any foreseeable liabilities.
Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its obligations.
The risk is minimised by using only approved and reputable counterparties with the main counterparty
being the Company’s Depositary. Under the UK AIFMD, the Depositary is liable for the loss of any
financial asset held by it or its delegates and, in accordance with its agreement with the Company, is
required to segregate such assets from its own assets.
As at 30 April 2026, the credit risk exposure on the Company’s financial assets is £7,152,000 (2025:
£8,735,000).
Capital Management
The Company does not have any externally imposed capital requirements, other than those relating to
the revolving credit facility. The main covenants relating to the loan facility are:
• net borrowings will not at any time exceed 20% of the adjusted net asset value; and
• adjusted net asset value shall at all times be equal to or greater than £50,000,000.
The Board considers the capital of the Company to be its issued share capital, reserves and debt. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment
objective detailed on pages 18 and 19 and by share issuance and buybacks.
30 April 2026
£’000
30 April 2025
£’000
The Company’s capital at 30 April comprised:
Debt
Drawdown from revolving credit facility 10,000 10,000
Equity
Equity share capital 170 192
Retained earnings and other reserves 69,940 65,725
70,110 65,917
Debt as a percentage of net assets 14.3% 15.2%
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Gearing
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive
for a company’s performance, although it can have negative effects on performance in falling markets. It
is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
17 Related parties
The following are considered to be related parties:
• Key management personnel
Details of the remuneration of all Directors can be found in note 4 on page 69 and in the Directors’
Remuneration Report on page 52.
18 Transactions with management
Asset Value Investors Limited as AIFM and Investment Manager is considered a related party under the
UK Listing Rules. Details of the IMA with the AIFM and Investment Manager are set out on page 27 and
also in note 3 on page 68.
19 Contingent liabilities and capital commitments
As at 30 April 2026 and 30 April 2025, there were no capital commitments in respect of investments not
fully paid up and there were no contingent liabilities.
20 Subsequent events
There are no post balance sheet events which would require adjustment or disclosure in the financial
statements.
Financial Statements / Notes to the Financial Statements continued
For the year ended 30 April 2026
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MIGO Opportunities Trust plc / Annual Report 2026
Share Dealing
Shares can be traded through your usual stockbroker or other authorised intermediary. The Company’s Ordinary shares are traded on the main market of the London Stock Exchange. The Company’s shares
arefully qualifying investments for Individual Savings Accounts (“ISAs”).
Share Register Enquiries
The register for the Company’s Ordinary shares is maintained by Computershare Investor Services PLC. If you would like to notify a change of name or address, please contact the registrar in writing to
Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol BS99 6ZZ.
With queries in respect of your shareholdings, please contact Computershare on 0370 889 3231 (lines are open from 8.30 am to 5.30 pm, UK time, Monday to Friday). Alternatively, you can email
WebCorres@computershare.co.uk or contact the Registrar via www.investorcentre.co.uk.
Share Capital and Net Asset Value Information
Ordinary 1p shares 16,971,542 as at 30 April 2026
SEDOL number 3436594
ISIN number GB0034365949
Bloomberg symbol MIGO
The Company releases its net asset value per Ordinary share to the London Stock Exchange daily.
Financial Calendar
Company’s year end 30 April Company’s half-year end 31 October
Annual results announced July Half-Yearly results announced December
Annual General Meeting 17 September 2026
Annual and Half-Yearly Reports
Copies of the Annual Reports are available from the Company Secretary on 0203 008 4910 and on the Company’s website, www.migoplc.co.uk. Copies of the Half-Year Reports are only available on the
Company’s website.
AIFM: Asset Value Investors Limited
The Company’s AIFM is Asset Value Investors Limited.
Investor updates in the form of monthly factsheets are available from the Company’s website, www.migoplc.co.uk
Association of Investment Companies
The Company is a member of the Association of Investment Companies.
Legal Entity Identifier
21380075RRMI7D4NQS20
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Further Information and Notice of AGM / Shareholder Information
Alternative Investment Fund Managers’ Directive (“UK AIFMD”) Disclosures
The Company is classified as an Alternative Investment Fund under UK AIFMD and is therefore required to have an Alternative Investment Fund Manager (“AIFM”). The UK AIFMD legislation requires the AIFM to
establish and maintain remuneration policies for its staff which are consistent with and promote sound and effective risk management.
During the financial year ended 30 April 2026, the Company’s AIFM and Investment Manager was Asset Value Investors Limited.
Pre-investment Disclosures of the AIFM
The AIFMD requires certain information to be made available to investors in Alternative Investment Funds (“AIFs”) before they invest and requires that material changes to this information be disclosed in the annual
report of each AIF. Those disclosures that are required to be made pre-investment are included within an AIFMD Investor Disclosure Document. This, together with other necessary disclosures required under
AIFMD, can be found on the Company’s website www.migoplc.co.uk.
Remuneration Disclosure
All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The AIFM’s remuneration disclosures can be found on the Company’s website www.migoplc.co.uk.
AIFMD Leverage Limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at 30 April 2026 are set out below. A figure of 100% means that the exposure is equal to the
net asset value and the AIF has no leverage.
Leverage exposure
Maximum
gross leverage
Maximum
commitment
Maximum level 200% 200%
Actual level 105.6% 105.6%
Source: Asset Value Investors Limited
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Further Information and Notice of AGM / UK AIFMD Disclosures
Adjusted Market Capitalisation
The average of the mid market prices for an Ordinary share as derived from the Daily Official List of the London Stock Exchange on each business day in the relevant calendar month multiplied by the number of
Ordinary shares in issue on the last business day of the relevant calendar month, adjusted by adding the amount per Ordinary share of all dividends declared in respect of which Ordinary shares have gone “exdiv”
in the relevant calendar month, excluding any Ordinary shares held in treasury.
Alternative Performance Measures
Alternative Performance Measures (‘APMs’) are numerical measures of current, historical or future financial performance, financial position or cash flow that are not GAAP measures. APM’s are intended to
supplement the information in the financial statements providing useful industry-specific information that can assist shareholders to better understand the performance of the Company.
UK AIFMD
Agreed by the European Parliament and the Council of the European Union and transposed into UK legislation, the UK 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.
AIFM
The Alternative Investment Fund Manager of the Company is Asset Value Investors Limited.
Premium/(Discount) (APM)
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. If the share price is higher than the NAV per share, the shares are said to be trading at a
premium. The size of the discount or premium is calculated by subtracting the share price from the NAV per share and then dividing by the NAV per share.
Year ended
30 April
2026
Year ended
30 April
2025
Closing NAV per share (p) 413.1 342.5
Closing share price (p) 398.5 327.0
Discount (3.5)% (4.5)%
Gearing (APM)
Gearing amplifies the impact of gains or losses on the net asset value of the Company. It can be positive for a company’s performance, although it can have negative effects on performance when underlying
assets fall in value. It is the Company’s policy to determine the adequate level of gearing appropriate to its own risk profile.
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Further Information and Notice of AGM / Glossary and Alternative Performance Measures
Gearing is calculated in accordance with guidance from the AIC as follows:
The amount of borrowings as a proportion of net assets, expressed as a percentage.
As at
30 April 2026
£’000
As at
30 April 2025
£’000
Total borrowings 10,000 10,000
Total net assets 70,110 65,917
Gearing 14.3% 15.2%
Leverage
Leverage is defined in the UK 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 UK AIFMD leverage requirements.
This limit is expressed as a % with 100% representing no leverage or gearing in the Company. There are two methods of calculating leverage as follows:
The Gross Method is calculated as total exposure divided by shareholders’ funds. Total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing.
The Commitment Method is calculated as total exposure divided by shareholders’ funds. In this instance total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing
adjusted for netting and hedging arrangements.
Net Asset Value per share (“NAV”) (APM)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all the Company’s assets, at current market value, having deducted all liabilities and prior
charges at their par value (or at their asset value).
Ongoing Charges (APM)
As recommended by the AIC, ongoing charges are defined as the Company’s annualised revenue and capitalised expenses (excluding finance costs and certain non-recurring items) expressed as a percentage
ofthe average monthly net assets of the Company during the year.
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Total expenses from note 3 and note 4 1,242 1,318
Less non-recurring expenses (15) (37)
Total ongoing charges (including performance fees) 1,227 1,281
Less performance fees (247) –
Total ongoing charges (excluding performance fees) 980 1,281
Average net assets 70,756 76,098
Ongoing charges ratio (including performance fees) 1.7% 1.7%
Ongoing charges ratio (excluding performance fees) 1.4% 1.7%
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Further Information and Notice of AGM / Glossary and Alternative Performance Measures continued
The ongoing charges percentage reflects the costs incurred directly by the Company which are associated with the management of a static investment portfolio. Consistent with the AIC guidance, the ongoing
charges percentage excludes non-recurring items. Non-recurring expenses in the year ended 30 April 2026 relate to costs incurred by the Company’s lawyers for the amendments to the IMA and the performance
fee. Non-recurring expenses in the year ended 30 April 2025 relate to costs incurred on the Company’s realisation opportunity in September 2024.
Total Returns (APM)
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between trusts with different dividend
policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the Company at the time the shares go ex-dividend (the share price total return) or in
the assets of the Company at its NAV per share (the NAV total return).
NAV Total Return (APM)
One year to
30 April 2026
Three years to
30 April 2026
Five years to
30 April 2026
Ten years to
30 April 2026
6 April 2004
(launch) to
30 April 2026
Closing NAV per share (p) 413.1 413.1 413.1 413.1 413.1
Opening NAV per share (p) 342.5 328.3 345.9 182.4 97.3
Dividend reinvested (p) – 3.6 4.0 4.0 4.0
NAV total return 20.6% 27.2% 20.9% 129.1% 329.5%
Share Price Total Return (APM)
One year to
30 April 2026
Three years to
30 April 2026
Five years to
30 April 2026
Ten years to
30 April 2026
6 April 2004
(launch) to
30 April 2026
Closing share price (p) 398.5 398.5 398.5 398.5 398.5
Opening share price (p) 327.0 318.5 346.0 164.3 102.5
Dividend reinvested (p) – 3.6 4.0 4.0 4.0
Share price total return 21.9% 26.5% 16.6% 145.6% 293.5%
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NAV Volatility (APM)
Volatility is related to the degree to which NAV or prices differ from their mean (the standard deviation). Volatility is calculated by taking the daily NAV or closing prices over the relevant year and calculating the
standard deviation of those prices. The daily standard deviation is then multiplied by an annualisation factor being the square root of the number of the trading days in the year.
Year ended
30 April 2026
£’000
Year ended
30 April 2025
£’000
Standard deviation of daily NAV (A) 0.43% 0.56%
Number of trading days 253 253
Square root of the number of trading days (B) 15.9 15.9
Annualised volatility (A*B) 6.8% 8.9%
Benchmark
The company’s benchmark is SONIA + 2%, SONIA being the Sterling Overnight Index Average, the sterling Risk-Free Reference Rate preferred by the Bank of England for use in sterling derivatives and relevant
financial contracts.
The objective of outperforming SONIA + 2% over the longer term reflects the aim of providing a better return to shareholders then they would get by placing money on deposit.
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Further Information and Notice of AGM / Glossary and Alternative Performance Measures continued
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 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
Fidelity Personal Investing www.fidelity.co.uk
Halifax Investing www.halifax.co.uk/investing.html
Hargreaves Lansdown www.hl.co.uk
iDealing www.idealing.com
IG www.ig.com/uk/investments/sharedealing
interactive investor www.ii.co.uk
Scottish Widows Share Dealing www.iweb-sharedealing.co.uk
Santander www.santander.co.uk/personal/savings-and-investments/investments
Tillit https://tillitinvest.com
Willis Owen www.willisowen.co.uk
TrinityBridge www.trinitybridge.com/
Computershare Investor Services PLC – share dealing service
For details of Computershare’s dealing services, please visit www.computershare.com/dealing/uk.
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, in part, 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 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 financial statements are denominated in sterling, some of the holdings in the portfolio are denominated in currencies other than sterling and therefore 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, Junior ISA and SIPP tax advantages will depend on personal circumstances. The favourable tax treatment of ISAs, Junior ISAs and SIPPs may not be maintained.
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Further Information and Notice of AGM / How to Invest
NOTICE IS HEREBY GIVEN that the twenty-second ANNUAL GENERAL MEETING of MIGO Opportunities
Trust plc will be held on Thursday, 17 September 2026 at 12.00 noon at the offices of Frostrow Capital
LLP, 25 Southampton Buildings, London WC2A 1AL for the following purposes:
Resolutions 1 to 12 (inclusive) are proposed as Ordinary Resolutions and Resolutions 13 to 16 (inclusive)
are proposed as Special Resolutions.
Ordinary Resolutions
1 To receive the Strategic Report, Directors’ Report and Auditors’ Report and the audited financial
statements for the year ended 30 April 2026.
2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2026.
3 To approve the Directors’ Remuneration policy.
4 To approve a final dividend of 2.00p per share.
5 To approve the Company’s dividend policy, as set out on page 19 of the Annual Report for the year
ended 31 March 2026.
6 To re-elect Mr Richard Davidson as a Director of the Company.
7 To re-elect Ms Caroline Gulliver as a Director of the Company.
8 To re-elect Ms Lucy Costa Duarte as a Director of the Company.
9 To re-elect Mr Ian Henderson as a Director of the Company.
10 To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
11 To authorise the Audit Committee to determine the Auditor’s remuneration.
12 THAT the Directors of the Company be and are hereby generally and unconditionally authorised
(in substitution for any authorities previously granted to the Directors to the extent unused)
pursuant to 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 (“Rights”) up to an aggregate nominal amount of £56,006
(representing approximately one-third of the issued share capital (excluding treasury shares) as
at the date of the notice of AGM or, ifchanged, the number representing one third of the issued
share capital of the Company at the date at which this resolution is passed) during the period
commencing on the passing of this Resolution and expiring (unless previously revoked, varied,
renewed or extended by the Company in general meeting) at the conclusion of the Annual
General Meeting of the Company to be held in 2027 (the “Section 551 period”), but so that the
Directors may, at any time prior to the expiry of the Section 551 period, make offers or agreements
which would or might require shares to be allotted or Rights to be granted after the expiry of the
Section 551 period and the Directors may allot shares or grant Rights in pursuance of such offers
or agreements as if the authority conferred by this Resolution had not expired.
Special Resolutions
13 THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the
“Act”), but without prejudice to the exercise of any such power prior to the date of this Resolution,
the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of
the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the
authority under Section 551 of the Act conferred on the Directors by Resolution 10 above as if
Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal
amount of £16,972, (representing approximately 10% of the issued share capital excluding treasury
shares as at the date of the notice of AGM or, if changed, the number representing 10% of the
issued share capital of the Company at the date at which this resolution is passed) at a price per
share not less than the net asset value per share, such power to expire at the conclusion of the
Annual General Meeting of the Company to be held in 2027, unless previously revoked, varied or
renewed by the Company in General Meeting, save that the Company may, at any time prior to
the expiry of such power, make an offer to enter into an agreement which would or might require
equity securities or relevant shares to be allotted or sold after the expiry of such power and
the Directors may allot equity securities or sell relevant shares in pursuance of such an offer or
agreement as if such power had not expired.
14 THAT the Company is hereby generally and unconditionally authorised in accordance with Section
701 of the Companies Act 2006 (the “Act”) to make purchases (within the meaning of Section
693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company (‘Ordinary shares’) for
cancellation or for placing into Treasury provided that:
(a) the maximum number of Ordinary shares authorised to be acquired shall be 2,544,034 (or,
if different, 14.99% of the Ordinary shares in issue immediately following the passing of this
Resolution);
(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1p;
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall
not be more than the higher of: (i)anamount equal to 105% of the average of the middle
market quotations of Ordinary shares taken from the Daily Official List of the London Stock
Exchange for the five business days immediately preceding the day on which the contract
of purchase is made; and (ii)the higher of the price of the last independent trade in the
Ordinary shares and the highest then current bid for the Ordinary shares on the London Stock
Exchange’s market for larger established companies;
(d) this authority will (unless renewed) expire at the conclusion of the next Annual General
Meeting of the Company held after the date on which this Resolution is passed;
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Further Information and Notice of AGM / Notice of Annual General Meeting
(e) the Company may make a contract of purchase for Ordinary shares under this authority
before this authority expires which will or may be executed wholly or partly after its expiration;
and
(f) any Ordinary shares bought back under the authority hereby granted may, at the discretion
of the Directors, be cancelled or held in Treasury and if held in Treasury may be resold from
Treasury or cancelled at the discretion of the Directors.
15 THAT a general meeting other than an annual general meeting may be called on not less than 14
clear days’ notice.
16 THAT the Articles of Association as set out in the document produced to the meeting and initialled
by the Chairman of the meeting for the purpose of identification be hereby approved and adopted
as the Articles of Association of the Company in substitution for, and to the exclusion of, all existing
Articles of Association.
All shareholders are strongly advised to exercise their votes in advance of the meeting by proxy, by
following the voting instructions overleaf.
By order of the Board
Frostrow Capital LLP, Company Secretary
MIGO Opportunities Trust plc
Registered Office: 25 Southampton Buildings, London WC2A 1AL
13 July 2026
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Notes
As a shareholder, you have the right to attend, speak and vote at the forthcoming Annual General
Meeting or at any adjournment(s) thereof. Inorder to exercise all or any of these rights you should read
the following explanatory notes to the business of the Annual General Meeting.
Note 1: To be entitled to attend and vote at the meeting (and for the purpose of the determination
by the Company of the number of votes they may cast) members must be entered on the
Company’s register of members at the close of business on 15 September 2026 (orin the
event that the meeting is adjourned, only those shareholders registered on the Register of
Members of the Company as at the close of business on the day which is 48 hours prior to
the adjourned meeting) and shall be entitled to attend in person or by proxy and vote at the
Annual General Meeting in respect of the number of shares registered in their name at that
time. Changes to entries on the Register of Members after that time shall be disregarded in
determining the rights of any person to attend or vote at the meeting.
Note 2: A member entitled to attend and vote at this meeting may appoint one or more persons as
his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be
a member of the Company but must attend the meeting for the voting rights conferred to be
exercised.
If multiple proxies are appointed they must not be appointed in respect of the same shares.
To appoint more than one proxy, shareholders will need to complete a separate proxy form
in relation to each appointment. Each proxy appointment must state clearly the number of
shares in relation to which the proxy is appointed. A failure to specify the number of shares to
which each proxy appointment relates or specifying an aggregate number of shares in excess
of those held by the member will result in the proxy appointment being invalid. Please indicate
if the proxy instruction is one of multiple instructions being given.
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, ThePavilions, 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 889 3231. Lines are open between 8.30am
and 5.30pm, Monday to Friday. The Registrar’s overseas helpline number is +44 370 889 3231.
The appointment of a proxy will not prevent a member from attending the meeting and voting
in person if he/she so wishes. A member present in person or by proxy shall have one vote
on a show of hands and on a poll every member present in person or by proxy shall have one
vote for every Ordinary share of which he/she is the holder. The termination of the authority of
a person to act as proxy must be notified to the Registrar in writing.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint
holder or holders, and seniority shall be determined by the order in which the names of the
holders stand in the register.
Any question relevant to the business of the Annual General Meeting may be asked at the
meeting by anyone permitted to speak at the meeting. You may alternatively submit your
question in advance by letter addressed to the Company Secretary at the registered office.
Note 3: A vote withheld is not a vote in law, which means that the vote will not be counted in the
calculation of votes for or against the resolutions. If no voting indication is given, a proxy may
vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as
he or she thinks fit in relation to any other matter which is put before the meeting.
Note 4: A person to whom this notice is sent who is a person nominated under Section 146 of the
Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an
agreement between him/her and the shareholder 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
shareholder as to the exercise of voting rights.
Note 5: The statements of the rights of members in relation to the appointment of proxies in Notes
1 and 2 above do not apply to a Nominated Person. The rights described in those Notes can
only be exercised by registered members of the Company.
Note 6: As at 13 July 2026 (being the date of publication of this notice) the Company’s issued share
capital and total voting rights amounted to 16,971,542 Ordinary shares carrying one vote each.
Note 7: A person authorised by a corporation is entitled to exercise (on behalf of the corporation)
the same powers as the corporation could exercise if it were an individual member of the
Company. On a vote on a resolution on a show of hands, each authorised person has the same
voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if
more than one authorised person purports to exercise a power in respect of the same shares:
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Further Information and Notice of AGM / Notice of Annual General Meeting continued
a) if they purport to exercise the power in the same way as each other, the power is treated
as exercised in that way;
b) if they do not purport to exercise the power in the same way as each other, the power is
treated as not exercised.
Note 8: Shareholders should note that it is possible that, pursuant to requests made by shareholders
of the Company under Section 527 of the Companies Act 2006, the Company may be required
to publish on a website a statement setting out any matter relating to: (i) the audit of the
Company’s financial statements (including the Auditors’ report and the conduct of the audit)
that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with
an auditor of the Company ceasing to hold office since the previous meeting at which annual
financial statements and reports were laid in accordance with Section 437 of the Companies
Act 2006. The Company may not require the shareholders requesting any such website
publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act
2006. Where the Company is required to place a statement on a website under Section 527 of
the Companies Act 2006, it must forward the statement to the Company’s auditors 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 Companies Act 2006 to publish on a website.
Note 9: In accordance with Section 319A of the Companies Act 2006, the Company must cause any
question relating to the business being dealt with at the meeting put by a member attending
the meeting to be answered. No such answer need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting, or
(ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the
question be answered.
Note 10: CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic
proxy appointment service may do so for this meeting by following the procedures described
in the CREST Manual. CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the
appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in
accordance with Euroclear’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message, in order to be valid, must be
transmitted so as to be received by the Company’s Registrar (ID 3RA50) by the latest time for
receipt of proxy appointments specified in Note 2 above. 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 Applications 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
othermeans.
CREST members and, where applicable, their CREST sponsors or voting service providers
should note that Euroclear does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned
to take (or, if the CREST member 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 service 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.
Note 11: The Annual Report incorporating this Notice of Annual General Meeting and, if applicable, any
members’ statements, members’ resolutions or members’ matters of business received by the
Company after the date of this Notice, will be available on the Company’s website:
www.migoplc.co.uk
Note 12: None of the Directors has a contract of service with the Company. A copy of the letters of
appointment of the Directors will be available for inspection at the registered office of the
Company during usual business hours on any weekday (except weekends and public holidays)
until the date of the meeting and at the place of the meeting for a period of fifteen minutes
prior to and during the meeting.
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Location of the Annual General Meeting
Offices of Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL on
Thursday, 17 September 2026 at 12 noon.
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MIGO Opportunities Trust plc / Annual Report 2026
Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as special resolutions.
Resolution 1 – To receive the Annual Report and Financial Statements
The Annual Report and Financial Statements for the year ended 30 April 2026 will be presented to the AGM and shareholders will be given an opportunity at the meeting to ask questions. The Annual Report and
Financial Statements will be mailed to shareholders and can also be found on the Company’s website at www.migoplc.co.uk.
Resolution 2 – To receive and approve the Directors’ Remuneration Report
Resolution 2 relates to the Directors’ Remuneration Report which is set out in full on pages 52 to 54 of the Annual Report.
Resolution 3 – To approve the Directors’ Remuneration Policy
The Directors’ Remuneration policy is set out on page 55.
Resolution 4 – To approve a final dividend
The rationale for the payment of a final dividend is set out in the Chairman’s Statement beginning on page 4 and in the Business Review on page 19.
Resolution 5 – to approve the Company’s dividend policy
Resolution 5 seeks shareholder approval for the Company’s dividend policy, which is set out on page 19.
Resolutions 6 to 9 – Re-election of Directors
Resolutions 6 to 9 deal with the re-election of each Director. Biographies of each of the Directors can be found on page 35 of the Annual Report.
The Board has confirmed, following a performance review, that the Directors standing for re-election or election continue to perform effectively.
Resolutions 10 and 11 – Re-appointment of auditors
Resolution 10 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors to hold office until the next Annual General Meeting of the Company and Resolution 11
authorises the Audit Committee to set their remuneration. Following the implementation of the Competition and Markets Authority order on Statutory Audit Services only the Audit Committee may negotiate and
agree the terms of the auditors’ service agreement.
Resolution 12 – Authority to allot ordinary shares
Resolution 12, an ordinary resolution as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot shares in accordance with statutory pre-emption rights. This resolution will authorise the
Board to allot ordinary shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate nominal value of £56,006, representing approximately one third of the
Company’s issued share capital as at the date of the Notice of AGM or, if changed, the number representing one third of the issued share capital of the Company at the date at which this resolution is passed.
The Company does not currently hold any shares in treasury.
The Board believes that the passing of Resolution 12 is in the shareholders’ interests as the authority is intended to be used for funding investment opportunities sourced by the Investment Manager, thereby
mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at a price above the prevailing NAV per Ordinary share. The authority, if given,
will lapse at the conclusion of the 2027 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company’s shareholders to do so.
Resolution 13 – Disapplication of pre-emption rights
Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 12, for cash or
the sale of shares out of treasury up to an aggregate nominal amount of £16,972, being approximately 10% of the Company’s issued share capital as at the date of the Notice of AGM or, if changed, 10% of the issued
share capital immediately upon the passing of this resolution.
In respect of Resolution 13, shares would only be issued at a price above the prevailing NAV per share. The Directors will only issue shares on a non-pre-emptive basis if they believe it would be in the best interests
of the Company’s shareholders.
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Further Information and Notice of AGM / Explanatory Notes to the Resolutions
Resolution 14 – Purchase of own shares
Resolution 14, a special resolution, will renew the Company’s authority to make market purchases of up to 2,544,034 ordinary shares (being 14.99% of the issued share capital as at the date of the Notice of AGM),
either for cancellation or placing into treasury at the determination of the Directors. Purchases of ordinary shares will be made within guidelines established from time to time by the Board. Any purchase of ordinary
shares would be made only out of the available cash resources of the Company. The maximum price which may be paid for an Ordinary share must not be more than the higher of (i) 5% above the average of the
mid-market value of the ordinary shares for the five business days before the purchase is made, or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary
shares on the trading venue where the purchase is carried out. The minimum price which may be paid is £0.01 per Ordinary share.
The Directors would only use this authority in order to address any significant imbalance between the supply and demand for the ordinary shares and to manage the discount to NAV at which the ordinary shares
trade. Ordinary shares will be repurchased only at prices below the NAV per Ordinary share, which should have the effect of increasing the NAV per Ordinary share for remaining shareholders.
This authority, if approved by shareholders, will expire at the AGM to be held in 2027, when a resolution for its renewal will be proposed.
Resolution 15 – Notice period for general meetings
In terms of the Companies Act 2006, the notice period for general meetings (other than an AGM) is 21 clear days’ notice unless the Company:
(i) has gained shareholder approval for the holding of general meetings on 14 clear days’ notice by passing a special resolution at the most recent AGM; and
(ii) offers the facility for all shareholders to vote by electronic means.
The Company would like to preserve its ability to call general meetings (other than an annual general meeting) on less than 21 clear days’ notice. The shorter notice period proposed by resolution 15, a special
resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be
effective until the date of the AGM to be held in 2027, when it is intended that a similar resolution will be proposed.
Resolution 16 – Amended Articles of Association
The Board is this year asking for shareholder approval to adopt new articles of association (“New Articles”) to take account of changes to law and best practice. A summary of the main changes proposed to the
existing articles of association (“Existing Articles”) is set out below. The New Articles (containing the full terms of the amendments proposed to be made) will be available at the Annual General Meeting for at
least 15 minutes prior to and during that meeting. The New Articles will also be available for inspection on the Company’s website www.migoplc.co.uk and on the National Storage Mechanism from the date of this
document.
Appointment and retirement of Directors
In light of recent activity by activist investors, the New Articles introduce a contingency process in the event that, following its annual general meeting or any other general meeting, the Company is left with no
directors, or fewer than the minimum number of directors required by law or the New Articles. Under both the Existing Articles and the New Articles the minimum number of Directors required is three.
In such circumstances, the proposed amendments provide for the automatic and temporary appointment or re-appointment of the minimum number of individuals required to fill the vacancies, drawn from those
who stood for appointment or were removed at the relevant general meeting, prioritising those who received the greatest level of shareholder support. The Board will then be required to appoint new, replacement
directors as soon as possible following the meeting, after which the temporary directors will retire.
These arrangements are intended solely as a contingency measure to ensure the Company can continue to operate and comply with its legal obligations at all times, in line with AIC guidance. The provisions are
not designed to entrench directors who have not secured sufficient shareholder support. Any temporary appointments made under the New Articles will be limited to the minimum period necessary to restore the
required number of directors, after which the temporary directors will step down. This process ensures that shareholder decisions regarding the composition of the Board are respected, while also safeguarding the
orderly management and legal standing of the Company.
In addition, the provisions of the Existing Articles requiring the Directors to retire by rotation are proposed to be removed as all Directors stand for re-election annually, in accordance with the AIC Code. The New
Articles reflect this and require all Directors to retire and, if desired, seek re-election at each annual general meeting.
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Further Information and Notice of AGM / Explanatory Notes to the Resolutions continued
Untraced shareholders
The New Articles modernise the process for selling shares belonging to shareholders who remain untraced for a prolonged period. Under both the Existing Articles and the New Articles the Company may, subject
to certain conditions, sell the shares of a shareholder if, in the 12-year period prior to such sale, the Company has paid at least three dividends and that shareholder has not claimed any of them during that period.
Under the New Articles, the Company will be required to make reasonable tracing enquiries and to send a notice to the registered address of the shareholder before it may sell the shares of the untraced
shareholder. However, the New Articles no longer oblige the Company to publish advertisements in a national newspaper in the UK.
The New Articles also no longer require the Company to obtain the best price reasonably obtainable; instead, they allow the Directors to sell the shares at such time and price and on such terms as the Directors
may determine.
Once the shares are sold, the net proceeds of sale (together with any uncashed dividends or other sums) will belong to the Company and be forfeited by the untraced shareholder.
These changes seek to reflect current market practice and safeguard shareholder rights while not placing unduly onerous administrative obligations on the Company.
Uncertificatedshares
The provisions relating to uncertificated shares in the New Articles have been modernised and provide the Company and the Directors with increased flexibility in dealing with uncertificatedshares.
General
The New Articles also include changes in line with modern practice and to reflect current statutory and regulatory rules, including, for example, to remove references to the issue of share warrants, to remove
references to shares being admitted to the premium listing of the Official List, to remove reference to the register of directors and to remove references to special business of a general meeting. The New Articles
also contain other non-substantive tidy-up and clarificatory amendments.
Directors’ Recommendation
The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of
them, as they intend to do in respect of their own beneficial shareholdings.
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MIGO Opportunities Trust plc / Annual Report 2026
Directors
Richard Davidson (Chairman of the Board and of the Management Engagement Committee)
Caroline Gulliver (Chair of the Audit Committee and the Senior Independent Director)
Lucy Costa Duarte
Ian Henderson
AIFM and Investment Manager
Asset Value Investors Limited
2 Cavendish Square
London W1G 0PU
Website: www.assetvalueinvestors.com
Company Secretary and Administrator
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
Email: info@frostrow.com
Website: www.frostrow.com
SCAN ME
Registered Office
25 Southampton Buildings
London WC2A 1AL
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: (0) 370 889 3231*
Email: WebCorres@computershare.co.uk
Website: www.investorcentre.co.uk
Please contact the Registrar if you have a query about a certificated holding in the Company’s Shares.
* Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will
be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales.
Identification Codes
SEDOL: 3436594
ISIN: GB0034365949
Ticker: MIGO
Legal Identity Identifier (“LEI”):
21380075RRMI7D4NQS20
Global Intermediary Identification Number (“GIIN”):
JSHFPW.99999.SL.826
A member of the Association of Investment Companies
FCA regulation of non-mainstream investment products
The Company currently conducts its affairs so that the shares issued by the Company can be
recommended by Independent Financial Advisers (IFAs) 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 for the foreseeable future. The shares are excluded from the FCA’s
restrictions which apply to non-mainstream investment products because they are shares in an
investment trust.
Stockbroker
Deutsche Bank AG, London Branch
(trading for these purposes as Deutsche Numis)
45 Gresham Street
London EC2V 7BF
Depositary
JP Morgan Europe Limited
25 Bank Street
London E14 5JP
Custodian
JP Morgan Chase Bank, N.A., London Branch
25 Bank Street
London E14 5JP
94
MIGO Opportunities Trust plc / Annual Report 2026
Further Information and Notice of AGM / Contact Details of the Advisers
Environment
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Investment scams are often sophisticated and difficult to spot
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