Majedie Investments PLC

Annual Report

30 September 2022

Company number: 00109305

2022

Contents

Overview 1 to 3

1 Investment Objective

1 Highlights for 2022

2 Year’s Summary

3 Ten Year Record

Strategic Report 4 to 28

4 Chairman’s Statement

7 Chief Executive’s Report

20 Responsible Capitalism

22 Business Review

Governance 29 to 52

29 Board of Directors

30 Directors’ Report

37 Corporate Governance Statement

42 Report of the Audit Committee

46 Report on Directors’ Remuneration

50 Statement of Directors’ Responsibilities

51 Report of the Depositary

Financial Statements 52 to 94

52 Report of the Independent Auditor

61 Statement of Comprehensive Income

62 Statement of Changes in Equity

63 Balance Sheet

64 Cash Flow Statement

65 Notes to the Accounts

Information 95 to 103

95 Notice of Meeting

102 Majedie Savings Plans

103 Shareholder Information

Loose Form of Proxy

Cautionary statement regarding forward-looking statements

This Annual Report has been prepared for the members of Majedie

Investments PLC (the Company) and no one else. The Company, its

Directors or agents do not accept or assume responsibility to any other

person in connection with this document and any such responsibility

or liability is expressly disclaimed.

This Annual Report contains certain forward-looking statements with

respect to the principal risks and uncertainties facing the Company. By

their nature, these statements and forecasts involve risk and uncertainty

because they relate to events and depend on circumstances that may

or may not occur in the future. There are a number of factors that

could cause actual results or developments to differ materially from

those expressed or implied by these forward-looking statements and

forecasts. The forward looking statements reflect the knowledge and

information available at the date of preparation of this Annual Report

and will not be updated during the year. Nothing in this Annual Report

should be construed as a profit forecast.

REPORT & ACCOUNTS 2022 1

Investment Objective

The Company’s investment objective is to maximise total shareholder

return whilst increasing dividends by more than the rate of inflation over

the long term.

Highlights 2022 2021

Total shareholder return (including dividends): -24.9% 37.1%

Net asset value total return (debt at fair

value including dividends): -18.2% 22.5%

Net asset value total return (debt at

par including dividends): -19.8% 20.6%

Total dividends (per share): 10.4p 11.4p

Directors’ valuation of investment

in Majedie Asset Management Limited: Sold £25.2m

2 MAJEDIE INVESTMENTS PLC

Year’s Summary

Capital Structure

Notes

(See below) 2022 2021 %

As at 30 September

Total assets 1 £137.6m £173.0m -20.4

Which are attributable to:

Financial liabilities (debt at par value) 2 £20.8m £20.8m

Equity Shareholders Funds £116.9m £152.2m -23.1

Gearing 3 12.6% 12.3%

Potential Gearing 3 17.8% 13.7%

Total returns (capital growth plus dividends) 4

Net asset value per share (debt at par value) 5 -19.8% +20.6%

Net asset value per share (debt at fair value) 5 -18.2% +22.5%

Share price -24.9% +37.1%

Capital returns

Net asset value per share (debt at par value) 5 220.6p 287.1p -23.1

Net asset value per share (debt at fair value) 220.5p 281.4p -21.7

Share price 163.5p 230.0p -30.4

Discount of share price to net asset value per share

Debt at par value 27.5% 19.9%

Debt at fair value 27.4% 18.3%

Revenue and dividends

Net revenue available to Equity Shareholders £2.8m £5.0m

Net revenue return per share 5.2p 9.4p -44.7

Total dividends per share 10.4p 11.4p -8.7

Total administrative expenses and management fees £1.6m £1.6m

Ongoing Charges Ratio 6 1.3% 1.2%

Notes:

Alternative Performance Measures (APM) definitions used in the Annual Report are as follows:

1. Total Assets: Total assets are defined as total assets less current liabilities.

2. Debt at par or fair value: Par value is the carrying value of the debenture which will equate to the nominal value at maturity. Fair value is the estimated market value the

Company would pay (on the relevant reporting date), as a willing buyer, to a debenture holder, as a willing seller, in an arms-length transaction.

3. Gearing and Potential Gearing: Gearing represents the amount of borrowing that a company has and is calculated using the Association of Investment Companies (AIC)

guidance. It is usually expressed as a percentage of equity shareholders’ funds and a positive percentage or ratio above one shows the extent of the level of borrowings.

Gearing is calculated as borrowings less net current assets to arrive at a net borrowings figure. Potential Gearing excludes cash from the calculation. Details of the

calculation for the Company are in note 22 on page 85.

4. Total Return: Total returns include any dividends paid as well as capital returns as a result of an increase or decrease in a company’s share price or NAV.

5. Net Asset Value: The Net Asset Value (NAV) is the value of all of the Company’s assets less all liabilities. The NAV is usually expressed as an amount per share.

6. Ongoing Charges Ratio (OCR): Ongoing charges are a measure of the regular ongoing administration costs of running a company, as calculated in accordance with AIC

guidance. Further information is shown in the Business Review section of the Strategic Report on page 25.

Year’s high/low 2022 2021

Share price high 243.0p 252.5p

low 160.0p 176.0p

Net asset value – debt at par high 297.1p 304.2p

low 220.7p 245.0p

Discount – debt at par high 28.7% 30.0%

low 14.9% 13.3%

Discount – debt at fair value high 28.5% 27.9%

low 13.4% 11.2%

REPORT & ACCOUNTS 2022 3

Year

End

Total

Assets

£000

Equity

share-

holders’

Funds

£000

NAV

Per Share

(Debt at

par value)

Pence

Price

Pence

Discount

Earnings

Pence

Total

Dividend**

Pence

Gearing

†

Potential

Gearing

†

Ongoing

Charges

Ratio

2013 159,013 125,166 240.5 160.0 33.47 6.80 10.50 21.47 27.04 1.73

2014 167,934 134,061 256.7 229.0 10.79 9.36 7.50 23.39 25.27 1.66

2015 183,708 149,807 281.9 257.3 8.74 9.42 8.00 21.25 22.63 1.88

2016 203,917 169,986 318.1 257.1 19.18 9.25 8.75 18.46 19.96 1.58

2017 216,507 182,544 341.6 281.5 17.59 11.14 9.75 17.09 18.61 1.54

2018 199,151 178,626 334.3 277.5 16.99 12.47 11.00 10.01 11.49 1.33

2019 175,621 155,074 292.3 256.0 12.42 12.92 11.40 11.50 13.25 1.34

2020 152,153 131,333 247.7 176.5 28.74 9.11 11.40 10.97 15.85 1.34

2021 172,951 152,153 287.1 230.0 19.89 9.41 11.40 12.26 13.67 1.25

2022 137,647 116,887 220.6 163.5 27.50 5.20 10.40 12.65 17.80 1.34

Notes:

** Dividends disclosed represent dividends that relate to the Company’s financial year. Under UK adopted International Accounting Standards

dividends are not accrued until paid or approved. Total dividends include special dividends paid, if any.

† Calculated in accordance with AIC guidance.

# As of May 2012, under AIC guidance, Ongoing Charges Ratio replaced previous cost ratios.

Total Assets are defined as total assets less current liabilities.

Ten Year Record

to 30 September 2022

4 MAJEDIE INVESTMENTS PLC

Strategic Report

Chairman’s Statement

The year ended 30 September 2022 was very disappointing for shareholders as the NAV at par

and fair value (net asset value with debt at par and fair value) fell by 19.8% and 18.2%

respectively on a total return basis. The share price fell by 24.9% also on a total return basis. By

way of comparison, the FTSE All-Share Index fell by 4.0% and the MSCI All Country Index fell by

4.2% in sterling terms and in both cases, on a total return basis.

The sale of Majedie Asset Management Limited (MAM) to Liontrust Asset Management PLC

(Liontrust) announced in December 2021 was completed on 1 April 2022. In May 2022

Majedie Investments PLC (the Company) announced that the Board was considering the

Company's investment objective together with the range of assets that should be considered for

inclusion in the Company's portfolio, as well as its own responsibilities for portfolio allocation.

On 10 November 2022 the Company announced that, following an extensive review of the

Company’s investment management arrangements, it had entered into a conditional agreement to

appoint Marylebone Partners LLP (Marylebone) as the Company’s investment manager. Following

its recent approval by the FCA, a Shareholder Resolution to implement the new investment policy

will be voted on by shareholders at the General Meeting on 25 January 2023.

The Board believes the change in investment manager and the adoption of the new investment

policy will provide the following benefits to shareholders:

• Potential for differentiated and repeatable investment performance, enabled by a transition to a liquid endowment

model. The model is a long-term strategy that focusses on fundamental investments and incorporates multi-asset

return sources that are realisable within a 2-3 year time horizon. It will not feature private equity, venture capital,

infrastructure or property. Over the three years to 30 September 2022, Marylebone representative track record

has delivered net annualised performance in GBP of +8.4%, some 4% ahead of the U.K. Consumer Price Index.

• A differentiated return profile, complementing shareholders’ other investments. Given the opportunity across its

three core activities, Marylebone believes it should be possible to deliver capital appreciation, whilst funding a

dividend out of a combination of underlying income and capital growth.

• Alignment of interests and participation in the future growth of Marylebone. The Company will receive, for no

consideration, an interest in Marylebone entitling it to 7.5% of residual profits and capital.

• The Board is aware of investors (including parties connected to Marylebone) who have expressed an interest in

becoming shareholders. The Board and Marylebone believe this may help narrow the discount to Net Asset Value

at which the Company's shares trade currently, whilst potentially improving liquidity and paving the way for future

growth.

• Cost mitigation. Marylebone will reduce the management fee payable by Majedie by 50% for a period of twelve

months and make a significant ongoing contribution to the cost of marketing the Company.

REPORT & ACCOUNTS 2022 5

Results and Dividends

In the twelve months to 30 September 2022 the

Company had a capital loss of £31.9m which includes

£12.0m resulting from the decline in value of the

Liontrust shares received as part of the MAM

transaction.

Total income received from investments was £3.9m

compared to £6.1m in the twelve months to

30 September 2021. The dividend received from MAM

was £1.2m, compared to £4.0m the previous year and

the income from MAM Funds was £2.7m compared to

£2.1m in 2021. Total administration costs and

management fees and finance costs were £1.7m and

£1.5m respectively.

The net revenue return after tax decreased from £5.0m

in the year to 30 September 2021 to £2.8m in the year

to 30 September 2022. The interim dividend was

maintained at 4.4p and the Board is recommending a

final dividend of 4.2p and a special dividend of 1.8p.

The reduction in the final dividend reflects the reduction

in net revenue and the special dividend reflects the new

dividend policy of paying circa 0.75% of NAV quarterly.

The final dividend will be payable on 27 January 2023 to

shareholders on the register at 13 January 2023 and the

Company’s shares go ex-dividend on 12 January 2023.

Investment Performance

The investment performance of the funds in which the

Company is invested was disappointing both on an

absolute and relative basis with the notable exception

of the Tortoise Fund which increased by 8.6%. The

CEO’s report which follows gives further detail on the

reasons behind this.

As a result of the sale of MAM the Company received a

combination of shares in Liontrust and cash which was

valued at £22.4m on 7 December 2021, the date the

transaction with Liontrust was announced, compared

with the valuation of the Company’s holding in MAM at

30 September 2021 of £25.2m. Subsequent to the

announcement the share price of Liontrust declined and

at 30 September 2022 the transaction value had

reduced by a further £9.2m to £13.2m including

dividends received from Liontrust, a loss for the year of

£12.0m.

The Company was able to negotiate the removal of the

lock up on selling Liontrust shares in July 2022.

Subsequently, it has sold 108,000 Liontrust shares for

an average price of 908p per share. At 30 September

2022 the Company had a holding of 539,207 shares in

Liontrust.

Notwithstanding the writedowns in the stake in MAM in

recent years the Company has benefitted from providing

seed capital to MAM in 2002 both in terms of capital

growth and receipt of dividends. The Board would like

to thank the team for their hard work and dedication in

growing the business and wishes them well in their new

role as the Global Fundamental Team at Liontrust.

Investment Management Arrangements

As described earlier the Company has announced it has

entered into a conditional agreement to appoint

Marylebone as its investment manager. Founded in

2013 Marylebone is an independent firm, currently

managing US $400m for professional and institutional

clients which includes charities, foundations, family

offices and high net worth individuals.

With equities at its heart, Marylebone’s long-term

fundamental approach is aligned with Majedie's ethos.

Their proposition met the Board’s criteria for an

investment manager who could deliver differentiated

investment outcomes and bring a new and relevant

proposition to the investment trust sector, whilst

developing the Company’s culture and history.

The Board selected Marylebone for its ability to identify

differentiated investment opportunities and reputation for

protecting and growing the wealth of its clients.

Marylebone’s investment approach includes three core

strategies, comprising special investments, allocations to

specialist funds managed by third parties and a focused

portfolio of listed equities. Marylebone sources

investments through a global network, which its

principals have built over nearly three decades at

industry leading firms. The Board believes it will be

increasingly important to identify differentiated sources of

performance from the large and growing set of less

researched opportunities that are available within this

wider investment mandate, in addition to those in other

major asset classes.

6 MAJEDIE INVESTMENTS PLC

Strategic Report

Chairman’s Statement

In order to proceed with the appointment of Marylebone,

the Company intends to amend its investment policy at

a General Meeting. This will enable Majedie to pursue a

high-conviction, long-term approach that is

unconstrained by geographic limitations or any formal

benchmark. Following adoption of the new investment

strategy, the Company will target annualised total

returns (net of fees and expenses, in GBP) of at least

4% above the UK Consumer Price Index, measured

over rolling five-year periods. The target total return will

include an annual dividend, paid quarterly.

Each quarterly dividend payment is initially expected to

comprise 0.75% of the relevant quarter-end Net Asset

Value, leading to an annual dividend of approximately

3% of Net Asset Value. Further details are included in

the accompanying circular for General Meeting.

Marketing

The Company normally conducts marketing through

face-to-face meetings together with research from

Kepler to targeted wealth managers. The review of the

Company’s investment management arrangements has

curtailed such meetings, but following the

announcement a number of such meetings have taken

place both virtually and in person. It is intended that this

will continue once the new managers are in place. The

Company also uses doceo, a web portal that provides

financial information and video presentations to retail

investors on Investment Companies. There is currently a

video presentation by William Barlow on the

appointment of Marylebone and an overview from Dan

Higgins, CIO of Marylebone on doceo via the link

https://doceo.tv/funds/majedie-investments/.

Outlook

The previous twelve months have been painful for

investors, as all asset classes with the exception of

commodities have fallen. The realisation that inflation

was not transitory and that authorities were behind the

curve caused Central Banks, led by the US, to raise

interest rates aggressively. This was exacerbated by the

Ukraine conflict which put significant pressure on

commodity prices. After a decade of ultra-loose

monetary policy following the financial crisis and COVID,

the change in policy was a shock for investors. Bond

rates rose significantly and equity markets sold off and

there was significant rotation away from growth stocks.

The Board will retain the Company’s exposure to

markets until the shareholders have approved the

proposed changes to the Company’s investment

management arrangements.

Turbulence in markets has greatly expanded the

opportunity set available to Marylebone to pursue a

liquid endowment strategy, in particular in equities and

credit. Illiquid strategies that were favoured by low

interest rates no longer offer an attractive risk/reward for

investors. The multi asset approach that will be pursued

uses the Investment Company structure to add value

and provide differentiated returns over the long term.

The Board has consistently stated that it wishes to grow

the Company for the benefit of all shareholders and has

already seen significant investment from new investors

since the announcement in November. Over time with

good investment performance the Board is confident

that the discount will narrow and new shares will be

issued.

Arrangements for the AGM

The AGM will be held at the City of London Club, 19

Old Broad Street, London EC2N 1DS at 12.00pm on

Wednesday 25 January 2023. Dan Higgins, CIO of

Marylebone, will present the new investment strategy.

I very much look forward to welcoming shareholders in

person after the last two years meetings have been

restricted.

Christopher Getley

Chairman

19 December 2022

REPORT & ACCOUNTS 2022 7

Strategic Report

Chief Executive’s Report

During the year under review the Company’s assets were allocated at the discretion of the Board between four

investment strategies managed by Liontrust. The Company has no overall benchmark; rather each fund has its own

benchmark. The monthly factsheets of the relevant Liontrust funds are available on the Company’s website, as are

the monthly factsheets of the Company which show the allocation between the funds and the top thirty holdings on

a look through basis. The Company’s total assets at 30 September 2022 were £137.6m.

The Company’s 17.6% stake in MAM was realised in April 2022, as part of the purchase of MAM by Liontrust for a

mixture of cash and shares in Liontrust, the removal of a lock up clause on the Liontrust shares was successfully

negotiated in July and the Company has since sold 108,000 Liontrust shares. The proceeds have been invested in

the Liontrust Global Fund and Liontrust International Fund.

Asset Allocation at 30 September 2022

Value

£000

% of

Total Assets

UK Equity Segregated Portfolio 55,862 40.5

Global Equity Fund 39,610 28.8

International Equity Fund 11,081 8.0

Tortoise Fund 23,668 17.2

Liontrust 3,936 2.9

Net cash/realisation fund* 3,490 2.6

Total Assets 137,647 100.0

* Net cash and realisation fund does not include cash held in the UK Equity Segregated Portfolio or any Liontrust funds.

MAM/Liontrust

Following the sale of MAM to Liontrust the Company received shares in Liontrust and cash. At 30 September having

sold 108,000 shares in Liontrust for £1.0m, the remaining shares were valued at £3.9m. The Company also received a

dividend from MAM of £1.2m, a special dividend from MAM of £6.5m, a final cash distribution of £0.4m and a dividend

from Liontrust of £0.3m. The valuation of the consideration that was received from the transaction in cash and shares

at 30 September 2022 was £13.2m (inclusive of the Liontrust dividend) compared to the valuation of MAM at

30 September 2021 of £25.2m. The Company places no value on the potential deferred payment that is dependent

on the Liontrust Global Fundamental team's performance and their AUM growth which are not expected to be met.

Liontrust/MAM Performance

It is disappointing that the funds underperformed their respective benchmarks in the twelve months to

30 September 2022 with the exception of the Tortoise Fund. This fund has been a cornerstone of the Company’s

allocation to provide protection in turbulent markets and a provider of differentiated returns. In such a volatile year

the fund has been a shining light. The Global and International Funds, whilst having a difficult year, have provided

strong relative and absolute returns since the Company invested in them.

8 MAJEDIE INVESTMENTS PLC

12 months to 30 September 2022 Since MI invested

% Fund return

% Benchmark

return

% Relative

performance % Fund return

% Benchmark

return

% Relative

performance

UK Equity Segregated Fund (14.7) (4.0) (10.7) 20.0 41.3 (21.3)

Global Equity Fund (10.0) (4.2) (5.8) 138.2 130.1 8.1

International Equity Fund (17.4) (9.4) (8.0) 16.0 5.1 10.9

Tortoise Fund 8.6 26.0

MAM/Liontrust (47.3)

Development of Net Asset Value

The chart below outlines the change in the Company’s NAV (debt at par) over the year to 30 September 2022. In

aggregate the NAV has decreased by £35.3m, comprised of net investment losses at the Liontrust/MAM Funds of

£14.1m, a loss on the investment in MAM/Liontrust of £12.0m (after dividends received from MAM), expenses and

finance costs of £3.2m and dividends paid to shareholders of £6.0m.

UK Equity

Segregated

Portfolio

International

Equity

Fund

MAM /

Lionturust

Admin

Costs &

Other

Finance

Costs

Dividend

Paid

Buybacks

NAV

30.09.21

NAV

30.09.22

£152.2m

£116.9m

(£6.0m)

£1.8m (£4.4m)

(£2.3m)

(£1.7m)

(£9.2m)

(£12.0m)

(£1.5m)

Nil

Tortoise

Fund

Global

Equity

Fund

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 9

UK Equity Segregated Portfolio

The UK Equity Fund launched in March 2003. Its objective is to produce a total return in excess of the FTSE All-Share

Index after costs, over any five year period, through a diversified portfolio of predominantly UK Equities with the flexibility

to invest up to 20% in shares listed outside the UK. The fund incorporates a dedicated investment in smaller

companies. The Company’s assets are invested in a segregated portfolio that is managed pari passu to the UK Equity

Fund and since the Company invested in the portfolio to 30 September 2022 the portfolio has returned 20.0% net of

fees compared to the benchmark return of 41.3%. In the year to 30 September 2022, the UK Equity Segregated

Portfolio returned -14.7% net of fees which is an underperformance of 10.7% against its benchmark.

The most significant positive and negative sector contributors to the relative performance of the UK Equity

Segregated Portfolio for the twelve months to 30 September 2022, in %

The table below shows most significant positive and negative stock contributors to the relative performance of the

UK Equity Segregated Portfolio for the year to 30 September 2022, in %

-3.0 -2.0 -1.0 01.0

Consumer Staples

Technology

Basic Materials

Energy

Health Care

Industrials

Utilities

Telecommunications

Financials

Real Estate

0.73

0.32

0.06

-0.43

-0.72

-0.90

-1.07

-1.14

-2.47

-2.71

Overweight

Underweight

Consumer Discretionary

Overweight

Underweight

0.55

0.39

0.34

0.28

-0.90

-0.95

-1.23

-1.29

-2.17

-2.5 -2.0 -1.5 -1.0 -0.5 00.5 1.0

UK Smaller Companies

Ascential

Fevertree Drinks

Glencore

Compass

Flutter Entertainment

ottish Mortgage Investment Trust

Serco

Prudential

10 MAJEDIE INVESTMENTS PLC

The principal overweight and underweight sector positions of the UK Equity Segregated Portfolio at

30 September 2022 relative to the FTSE All-Share Index, in %

The table below shows the principal overweight and underweight positions of the UK Equity Segregated

Portfolio at 30 September 2022 relative to the FTSE All-Share Index, in %

Overweight

Underweight

-10.0-8.0-6.0-4.0-2.002.04.0 6.08.0

Financials

Consumer Staples

Basic Materials

Energy

Real Estate

Utilities

Telecommunications

Health Care

Technology

Consumer Discretionary

Industrials

15.1

6.6

5.2

-1.0

-1.1

-1.8

-2.7

-3.4

-5.0

-7.0

-7.3

Overweight

Underweight

-4.0 -2.0 02.0 4.0

Diageo

British American Tobacco

Glencore

HSBC

Serco

AVEVA

NatWest

RS Group 2.7

2.7

2.1

1.8

-2.6

-2.9

-3.4

-3.8

-4.0

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 11

The Global Equity Fund

The Global Equity Fund was launched in June 2014 and its objective is to produce a total return in excess of the

MSCI All Country World Index after costs over any five year period through investment in a diversified portfolio of

global equities. Since inception to 30 September 2022 the Global Equity Fund has returned 138.2% net of fees for

the sterling share class, which represents an outperformance of 7.9% against its benchmark. In the year to

30 September 2022 the Global Equity Fund returned -10.0% net of fees which represents an underperformance of

5.8%.

The most significant positive and negative sector contributors were to the relative performance of the Global

Equity Fund for twelve months to 30 September 2022, in %

The table below shows most significant positive and negative stock contributors to the relative performance of the

Global Equity Fund for the year to 30 September 2022, in %

Overweight

Underweight

-2.0 -1.5 -1.0 -0.5 00.5 1.01.5

Health Care

Energy

Consumer Staples

onsumer Discretionary

Utilities

Information Technology

Industrials

Financials

Real Estate

Materials

-0.12

1.13

0.04

0.03

-0.09

-0.40

-0.57

-1.01

-1.08

-1.26

-1.51

Communication Services

-1.0 -0.5 00.5 1.01.5

Vertiv

Apple

Sea

Frontdoor

Centene

Ionis Pharmaceuticals

Elevance Health

WillScot Mobile Mini

ciedad Quimica y Mine ra de Chile

0.99

0.55

0.53

0.43

0.32

-0.55

-0.58

-0.66

-0.75

Overweight

Underweight

12 MAJEDIE INVESTMENTS PLC

The principal overweight and underweight sector positions of the Global Equity Fund at 30 September 2022

relative to the MSCI All Country Index, in %

The table below shows the principal overweight and underweight positions of the Global Equity Fund at

30 September 2022 relative to the MSCI All Country Index, in %

Overweight

Underweight

-6.0 -4.0 -2.0 02.0 4.06.0 8.0

Financials

Energy

Information Technology

Consumer Staples

Utilities

Real Estate

Materials

Industrials

Communication Services

Health Care

Consumer Discretionary 6.0

5.5

5.3

2.1

1.6

-2.7

-3.1

-3.9

-4.0

-4.3

-5.9

Overweight

Underweight

-5.0 -4.0 -3.0 -2.0 -1.0 01.0 2.03.0

Apple

Tesla

UnitedHealth

Johnson & Johnson

xon Mobil Corporation

WillScot Mobile Mini

L3Harris Technologies

Royal KPN

Fiserv

Electronic Arts 2.8

2.6

2.0

1.8

-0.7

-0.8

-0.9

-1.4

-4.3

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 13

The International Equity Fund

The International Equity Fund was launched in December 2019 and its objective is to produce a total return in

excess of the MSCI All Country World Index ex US after costs over any period of five years. It is a high conviction

portfolio which captures developed and emerging market opportunities and can invest up to a maximum of 10% in

US equities. Since inception the International Equity Fund has returned 16.0% net of fees for the sterling share class,

which represents an outperformance of 10.9% against it benchmark. In the year to 30 September 2022 the

International Equity Fund returned -17.4% net of fees which represents an underperformance of 8.0%.

The most significant positive and negative sector contributors to relative performance of the International Equity

Fund for the twelve months to 30 September 2022, in %

The table below shows most significant positive and negative stock contributors to the relative performance of the

International Equity Fund for the year to 30 September 2022, in %

-4.0 -3.0 -2.0 -1.0 01.0 2.03.0 4.0

Health Care

Consumer Staples

Financials

Energy

Information Technology

Utilities

Real Estate

onsumer Discretionary

Industrials

Materials

3.23

0.67

0.21

0.11

-0.26

-0.50

-0.95

-1.53

-1.67

-2.44

-3.10

Overweight

Underweight

Communication Services

-2.0 -1.5 -1.0 -0.5 00.5 1.01.5 2.02.5 3.0

Sea

NAVER

Ambu

Fevertree Drinks

Anglo American

Credicorp

Ionis Pharmaceuticals

Novo Nordisk

Sociedad Quimica y Mine ra de Chile

Overweight

Underweight

2.58

0.97

0.91

0.79

0.75

-0.96

-1.09

-1.14

-1.32

-1.72

14 MAJEDIE INVESTMENTS PLC

The principal overweight and underweight sector positions of the International Equity Fund at 30 September

2022 relative to the MSCI All Country Index ex US, in %

The table below shows the principal overweight and underweight positions of the International Equity Fund at

30 September 2022 relative to the MSCI All Country Index ex US, in %

-12.0-10.0 -8.0 -6.0 -4.0 -2.0 02.0 4.06.0 8.010.012.0

Financials

Consumer Staples

Energy

Industrials

Utilities

Real Estate

Materials

onsumer Discretionary

Information Technology

Health Care

13.1

6.4

5.9

5.0

4.0

-2.4

-3.4

-3.6

-6.2

-8.3

-13.1

13.0-13.0

Communication Services

Overweight

Underweight

Overweight

Underweight

-2.0 -1.0 01.0 2.03.0 4.05.0

Nestle

Roche

Tencent

Shell

ASML

Samsung SDI

Sociedad Quim

ica y Minera de Chile

MercadoLibre

Novo Nordisk

Prosus 4.3

4.2

4.1

4.0

-0.9

4.2

-1.0

-1.1

-1.2

-1.6

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 15

The Tortoise Fund

The Tortoise Fund is a global absolute return fund which was launched in August 2007. Its objective is to achieve

positive absolute returns in all market conditions, through investment primarily in long and synthetic short positions

in equities over rolling three-year periods, with less volatility than a conventional long only equity fund. Since

inception the Tortoise Fund has returned 26% net of fees. In the year to 30 September 2022 the Tortoise Fund

returned 8.6% net of fees.

The table below shows most significant positive and negative stock contributors to the relative performance of the

Tortoise Fund for the year to 30 September 2022, in %

The table below shows most significant positive and negative stock contributors to the relative performance of the

Tortoise Fund for the year to 30 September 2022, in %

-3.0 -2.0 -1.0 01.0 2.03.0 4.0

onsumer Discretionary

Industrials

Consumer Staples

Information Technology

Utilities

Real Estate

Materials

Financials

Energy

Health Care

Futures 3.53

2.41

1.83

1.25

1.04

0.50

0.10

0.03

-0.04

-0.13

-0.73

-2.28

Short

Long

Communication Services

Short

Long

0.90

0.85

0.68

0.67

-0.96

-0.89

-0.82

-0.74

-0.64

THG

Intel

Rolls-Royce

easyJet

Compagnie de Saint-Gobain

Gold Fields Limited

BAE Systems

Coinbase Global

Shell

Cardinal Health

-1.0 -0.5 00.5 1.0

16 MAJEDIE INVESTMENTS PLC

The principal long and short sector positions of the Tortoise Fund at 30 September 2022, in %

The table below shows the principal long and short stock positions of the Tortoise Fund at 30 September 2022,

in %

Futures

Real Estate

Utilities

Energy

Consumer Discretionary

Communication Services

Information Technology

Materials

Health Care

Consumer Staples

Financials

Industrials 16.7

11.0

9.6

8.5

7.7

6.9

6.5

6.3

5.5

2.2

1.0

-39.2

Short

Long

-40.0-20.0 020.0

-2.0 -1.0 01.0 2.03.0

Union Pacific

Compagnie de Saint-Gobain

Publicis Groupe

TotalEnergies

Haleon

Shell

Short

Long

2.3

2.2

2.1

-1.0

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 17

Geographic and Sector Exposure

Europe

Ex UK UK

Emerging

Markets

Asia

Paciﬁc

North

America Cash Total

Basic Materials 1.4 1.3 2.2 4.9

Consumer Goods 0.2 4.6 0.1 0.3 1.6 6.8

Consumer Services 1.6 7.0 2.1 0.6 5.5 16.8

Financials 1.2 7.0 0.7 0.5 2.2 11.6

Real Estate 0.2 0.2

Health Care 4.1 4.5 0.5 0.7 4.9 14.7

Industrials 3.3 10.2 0.1 0.7 4.3 18.6

Oil & Gas 0.8 3.9 0.2 4.9

Technology 0.4 3.1 4.1 0.2 4.8 12.6

Telecommunications 1.5 0.6 0.8 2.9

Utilities 0.3 0.8 1.1

Cash 4.9 4.9

Total 13.4 43.1 8.9 3.8 25.9 4.9 100.0

Futures* (7.1)

* The Tortoise Fund has short futures positions on the S&P 500 and NASDAQ 100 indices.

The assets analysed above are the net exposure of the UK Equity Segregated Portfolio, Global Equity Fund,

International Equity Fund and the Tortoise Fund. The Tortoise Fund, an absolute return fund invests through equities,

CFDs for short positions and futures. The net exposure is shown in the table. The aggregate of the funds represents

94.7% of the Company’s total assets.

Exposures are classified by the stock exchange on which the underlying equity is listed and by the relevant FTSE

sector classification.

The Liontrust funds have all performed strongly since the year end, both in absolute and relative terms. The Tortoise

Fund, in particular, has risen by 9.7%. The Board intends to retain the current exposure until the General Meeting on

25 January 2023. If shareholders approve the appointment of Marylebone it is anticipated that the capital will be

deployed relatively quickly into the new investment strategy, although the Special Investments part of the portfolio,

will take longer to be fully invested.

18 MAJEDIE INVESTMENTS PLC

Thirty Largest Holdings at 30 September 2022

Value

£000

% of

Total Assets

Shell PLC 5,102 3.7

Liontrust Asset Management PLC 3,936 2.9

AstraZeneca PLC 2,565 1.9

NatWest Group PLC 2,247 1.6

Unilever PLC 2,004 1.5

Anglo American PLC 1,711 1.2

RS Group plc 1,616 1.2

Microsoft Corporation 1,539 1.1

AVEVA Group plc 1,512 1.1

Royal KPN NV 1,509 1.1

Thales SA 1,493 1.1

3i Group plc 1,470 1.1

Tesco PLC 1,443 1.0

Barrick Gold Corporation 1,379 1.0

Compass Group PLC 1,320 1.0

Ashtead Group plc 1,313 1.0

Novo Nordisk A/S 1,303 0.9

RELX PLC 1,256 0.9

Standard Chartered PLC 1,252 0.9

Amazon.com, Inc. 1,245 0.9

BAE Systems PLC 1,199 0.9

Novartis AG 1,176 0.9

Sociedad Quimica y Minera de Chile S.A. 1,138 0.8

MercadoLibre, Inc. 1,133 0.8

L3Harris Technologies, Inc. 1,129 0.8

Electronic Arts Inc. 1,129 0.8

Samsung SDI Co., Ltd 1,093 0.8

Fiserv, Inc. 1,081 0.8

Taiwan Semiconductor Manufacturing Co., Ltd. 1,077 0.8

Weir Group PLC 1,075 0.8

48,345 35.2

Strategic Report

Chief Executive’s Report

REPORT & ACCOUNTS 2022 19

Outlook

Markets have bounced from the lows in September as investors’ expectations, particularly in the bond market, are

beginning to discount the peak of inflation. Central Banks have raised interest rates aggressively and the distortions

of the pandemic are easing, particularly in the global supply chain. For equities, earnings expectations have yet to

catch up with slowing economic growth forecasts into 2023, but looking into the next five years, the economic

background will be different from that which prevailed in the last decade of quantitative easing, low inflation and

stagnant nominal GDP Growth. Interest rates will be higher offering an alternative to equities for investors and long

duration growth stocks will be less attractive. Careful stock selection based on good fundamental analysis of

equities and credit opportunities should offer shareholders good returns and the Board believes that Marylebone is

well placed to deliver from this outlook.

J William M Barlow

CEO

19 December 2022

20 MAJEDIE INVESTMENTS PLC

Strategic Report

Responsible Capitalism

This section on responsible capitalism has been produced by Liontrust Global Fundamental team (formerly

Majedie Asset Management) and has been included with their permission.

ESG integration

At Majedie (and for the Global Fundamental investment

team since the acquisition by Liontrust on 1 April

2022), we fully integrate materiality assessments into

our investment process.

They are an important part of our proprietary

fundamental research and feed directly into the

investment decisions we make on behalf of our clients.

Materiality assessments are the platform on which we

examine and consider ESG related issues – alongside

any other risk or opportunity a company faces. This

approach renders what we believe to be a more

accurate picture of the key issues that a company

currently faces as well as those that the group will

encounter, going forward.

Our approach to materiality has three primary steps:

1. Identify and prioritise

2. Engage and monitor

3. Score for resiliency and conviction

The aim of this process is not only to measure the

likelihood and impact of risks and opportunities but to

understand and, in some cases, influence how a

company manages its key issues.

Liontrust published its inaugural Sustainability report

covering the financial year 2019/2020 that expands on

the above strategy and is available on our website. The

2020/2021 Sustainability report will expand further on

the above commitments.

Fundamental Research

We integrate ESG considerations into your long only

investments. This means that, as part of our

fundamental research companies, we undertake a

materiality assessment which enables us to identify the

risks and opportunities that a group may face over the

next 1-3 years. These issues are specific to the

business, rather than determined by top-down

checklists which may be too general and broad. To

identify these areas, we lean on our proprietary

in-house tool, MajHive, and our ESG question bank,

which helps our investment team look holistically at

each company, across its operations and locations.

MajHive houses possible areas of risk and opportunity

and our ESG question bank provides information on

the structures we would expect to be in place for each

issue to be managed well.

Once we have identified the spectrum of issues that a

company faces, we determine the materiality of each by

evaluating the likelihood that a risk or opportunity will

take place as well as the impact that those might have

on the underlying business, should they take place.

To measure the degree of exposure of each issue, we

use a materiality matrix, where the y-axis measures the

likelihood, and the x-axis indicates impact. The issues

that have a higher degree of likelihood and which could

have a higher degree of impact on the business are

deemed to be the most material to a business; these are

a group’s most important exposures. These appear in

the upper right-hand quadrant of our materiality matrix.

Engage

We engage your holdings on their key risks and

opportunities as identified and prioritised during our

fundamental research and materiality assessments.

The goal of our engagements is to understand how

and the extent to which a company is managing these

key issues. Where we find that a group is not

demonstrating efficient management of a risk or

opportunity, we can engage further, requesting that the

group take very specific steps that we deem to be

lacking. In each case, we aim for our requests to be

reasonable, measurable, and to have set time frames

for completion.

Resiliency

Based on our assessment of how a group is managing

its key issues, our investment team assign a 1-5 rating

(5 is the highest) as our proprietary resiliency score,

which we track over time. In cases where a company

is managing some issues more effectively than others,

our resiliency score may reflect an averaging of its

approach across its issues. In practice, the score is

often weighted towards the management of higher

impact areas. Each member of our investment team

provides a rationale for why she/he has attributed a

specific resiliency score. Our team provides a rationale

each time they amend the resiliency score for a

company. Resiliency scores may rise or fall when a

group improves or slips in the management of its key

issues. Resiliency scores can also change with the

prioritisation of new areas or exposures which may or

may not be managed effectively.

REPORT & ACCOUNTS 2022 21

Portfolio Construction

The degree of conviction that we have that a holding

will make a good investment in your funds is reflected

in our proprietary conviction score. Similar to our

resiliency score, our conviction score is a 1 to 5 rating

with 5 being the highest. The conviction score

amalgamates all the analysis we have undertaken on a

group. It includes, inter alia, macro and micro

economic data; the valuation of the company and its

competitors; the prioritised exposures of the group;

and the degree to which the company is managing

these. While we do not have a set equation for the

conviction score, each manager assigns their

conviction score and is responsible for the rationale for

each. Our conviction scores may reflect the weightings

we have of a stock in your funds. The rise and fall of

our conviction scores may lead to an increase or

decrease of a stock’s weighting.

Risk monitoring

Our Investment Oversight Committee (IOC) monitors

the conviction and resiliency scores of your holdings

along with the corresponding weights in the portfolio.

The IOC committee meets monthly to review fund

performance and adherence to our ESG integration

process. The fund teams are selectively questioned on

their rationales for investments and on their views on

particular risks relating to ESG specific areas. As part

of our oversight of your funds, we can see on an

overall basis how our portfolios are aligning with our

ESG integration process. How resilient we consider a

group to be on managing its key issues could impact

the conviction score for a holding.

For Further details on our approach in this area please

see our Responsibility Report 2021 on the Liontrust

website or follow this link https://www.liontrust.co.uk/-/

media/liontrust/files/fund-literature/sustainable/liontrust-

responsible-capitalism-report-2021.pdf

22 MAJEDIE INVESTMENTS PLC

Strategic Report

Business Review

Introduction and Strategy

Majedie Investments PLC (the Company), is a listed

investment company and an Alternative Investment Fund

(AIF), which invests in companies around the world. The

investment objective is to maximise total shareholder

return whilst increasing dividends by more than the rate

of inflation over the long term. In seeking to achieve this

objective, the Board has determined an investment

policy and related guidelines or limits. The investment

objective and policy (as detailed on pages 22 and 23)

were both last approved by shareholders at a General

Meeting of the Company on 27 February 2014. The

Board is proposing a change in the Company’s activity

in the future and has formulated a new investment

policy which it will present to the shareholders at a

general meeting on the 25 January 2023 for approval.

The Company is subject to the UK Alternative

Investment Fund Managers Directive (UK AIFMD) The

UK AIFMD regulates the Alternative Investment Fund

Managers (AIFMs) of AIFs. The Company is a

self-managed AIF (i.e., it is an AIFM and an AIF), which

requires it to be authorised and regulated by the

Financial Conduct Authority (FCA).

The Company’s broker is J.P. Morgan Cazenove, and

the Company is a member of the AIC.

The purpose of the Strategic Report is to inform the

shareholders of the Company by:

• analysing development and performance using

appropriate Key Performance Indicators (KPIs);

• providing a fair and balanced review of the

Company’s business;

• outlining the principal and emerging risks and

uncertainties affecting the Company;

• describing how the Company manages these risks;

• setting out the Company’s environmental, social and

ethical policy;

• outlining the main trends and factors likely to affect

the future development, performance and position

of the Company’s business;

• explaining the future business plans of the

Company; and

• explaining how the Board has performed its duty to

promote the success of the Company in accordance

with Section 172 of the Companies Act 2006.

Business Model

The self-managed business model deployed by the

Company means that it undertakes all administrative

operations but also delegates certain arrangements to

other service providers including fund management to

Liontrust. These delegations are in accordance with the

UK AIFMD (details of the material delegations can be

found on pages 33 to 35 of the Annual Report), but

the Board, as AIFM, and in accordance with the

Company’s investment objective and policy, directs and

monitors the overall performance, operations and

direction of the Company.

The Company’s Employee, Social, Environmental,

Ethical and Human Rights policy is contained in the

Directors’ Report on page 32.

Investment Objective

The Company’s investment objective is to maximise

total shareholder return whilst increasing dividends by

more than the rate of inflation over the long term.

Investment Policy

Post the sale of MAM, for the financial year ended

2022, the Company has performed a strategic review

of its investment management arrangements, assisted

by its broker JP Morgan Cazenove. Below is an

overview of the investment policy that was in operation

for the financial year ended 2022 and that will be in

place until the new investment policy is approved by

the shareholders.

• General

The Company invests principally in securities of

publicly quoted companies worldwide and in funds

managed by its investment manager, though it may

invest in unquoted securities up to levels set

periodically by the Board. Investments in unquoted

securities, other than those managed by its

investment manager or made prior to the date of

adoption of this investment policy (measured by

reference to the Company’s cost of investment), will

not exceed 10% of the Company’s gross assets.

REPORT & ACCOUNTS 2022 23

• Risk Diversification

Whilst the Company will at all times invest and

manage its assets in a manner that is consistent

with spreading investment risk, there will be no rigid

industry, sector, region or country restrictions. The

overall approach is based on an analysis of global

economies, sector trends with a focus on

companies and sectors judged likely to deliver

strong growth over the long term. The number of

investments held, together with the geographic and

sector diversity of the portfolio, enable the Company

to spread its risks with regard to liquidity, market

volatility, currency movements and revenue streams.

The Company will not invest in any holding that

would, at the time of investment, represent more

than 15% of the value of its gross assets save that

the Company may invest up to 25% of its gross

assets in any single fund managed by its Investment

Manager where the Board believes that the

investment policy of such funds is consistent with the

Company’s objective of spreading investment risk.

The Company may utilise derivative instruments

including index-linked notes, contracts for difference,

covered options and other equity-related derivative

instruments for efficient portfolio management and

investment purposes.

Any use of derivatives for investment purposes will

be made on the basis of the same principles of risk

spreading and diversification that apply to the

Company’s direct investments, as described above.

Investment restrictions

For the avoidance of doubt, as a listed investment

company, if and for so long as required by the Listing

Rules in relation to closed-ended investment

companies, the Company will also continue to comply

with the following investment and other restrictions:

• the Company will, at all times, invest and manage

its assets in a way which is consistent with its

object of spreading investment risk and in

accordance with its published investment policy;

• the Company will not conduct any trading activity

which is significant in the context of the Company

(or, if applicable, its Group as a whole); and

• not more than 10% in aggregate of the value of the

gross assets of the Company at the time the

investment is made will be invested in other closed-

ended investment funds which are listed on the

Official List (except to the extent that those funds

have published investment policies to invest no

more than 15% of their gross assets in other

investment companies which are listed on the

Official List). However, no more than 15% of the

gross assets of the Company at the time the

investment is made will be invested in other closed-

ended investment funds which are listed on the

Official List.

• Asset Allocation

The assets of the Company will be allocated

principally between investments in publicly quoted

companies worldwide and in investments intended

to provide an absolute return (in each case either

directly or through other funds or collective

investment schemes managed by the Company’s

investment manager).

• Benchmark

The Company does not have one overall benchmark,

rather each distinct group of assets is viewed

independently. Any investments made into funds

managed by the Company’s investment manager will

be measured against the benchmark or benchmarks,

if any, whose constituent investments appear to the

Company to correspond most closely to those

investments. It is important to note that in all cases

investment decisions and portfolio construction are

made on an independent basis. The Board however

sets various specific portfolio limits for stocks and

sectors in order to restrict risk levels from time to

time, which remain subject to the investment

restrictions set out in this section.

• Gearing

The Company uses gearing currently via a long-term

debenture. The Board has the ability to borrow up

to 100% of adjusted capital and reserves. The

Board also reviews the level of gearing (borrowings

less cash) on an ongoing basis and sets a range at

its discretion, as appropriate. The Company’s

current debenture borrowings are limited by

covenant to 66 2/3% of adjusted capital and

reserves.

24 MAJEDIE INVESTMENTS PLC

Regulatory and Competitive Environment

The Company is an investment company with a

premium listing on the London Stock Exchange. The

Company is subject to United Kingdom legislation and

regulations including UK company law, UK AIFMD, the

Listing Rules, the Prospectus Rules, the Disclosure

Guidance and Transparency Rules, taxation law and the

Company’s own Articles of Association. The Directors

are charged with ensuring that the Company complies

with its objectives as well as these regulations.

Under section 833 of the Companies Act 2006 the

Company is defined as an investment company.

The Company’s requirements under the UK AIFMD are

in respect of risk management, conflicts of interest,

leverage, liquidity management, delegation, the

requirement to appoint a depositary (the Company has

appointed The Bank of New York Mellon (International)

Limited), regulatory capital, valuations, disclosure of

information to investors or potential investors,

remuneration and marketing.

The financial statements report on profits, the changes

in equity, the balance sheet position and the cash flows

in the current and prior financial period. This is in

compliance with current UK adopted international

accounting standards supplemented by the Statement

of Recommended Practice for Investment Trust

Companies and Venture Capital Trusts (SORP) issued

in April 2021. The principal accounting policies of the

Company are set out in note 1 to the accounts on

pages 65 to 72.

Total Return Philosophy and Dividend Policy

The Board believes that investment returns will be

maximised if a total return policy is followed. The policy

aim is to increase dividends by more than inflation over

the long term. Further details are under the Dividend

Growth section on page 25. The Company has a

comparatively high level of revenue reserves for the

investment trust sector and at £21.0m, revenue

reserves represent over 3.5 times the current annual

dividend distribution. The strength of these reserves will

assist in underpinning the Company’s dividend policy in

years when the income from investments is insufficient

to completely cover the annual distribution.

Performance Management

The Board uses the following KPIs to help assess

progress against the Company’s objectives. Further

comments on these KPIs are contained in the

Chairman’s Statement and Chief Executive’s Report

sections of the Strategic Report respectively.

• NAV and Total Shareholder Return:

The Board believes that the NAV return is

fundamental to delivering value over the long-term

and is a key determinant of shareholder return. The

Board further believes that, in accordance with the

Company’s objective, the total return basis (which

includes dividends paid out to shareholders) is the

best measure of how to assess long-term

shareholder return. The Board, at each meeting,

receives reports detailing the Company’s NAV and

shareholder total return performance, asset

allocation and related analyses. Details of the NAV

and share price total return performance for the year

are shown in the Year’s Summary on page 2.

• Investment performance:

The Board believes that, after asset allocation, the

performance of each of the investment funds, being

the Liontrust Funds (including the UK Equity

Segregated Portfolio – UKES), are the key drivers of

NAV return and hence shareholder return. The

Board receives, at each meeting, detailed reports

showing the performance of the investment groups

which also includes relevant attribution analysis. The

Chief Executive’s Report provides further detail on

each investment group’s performance for the year.

• Share price premium/discount:

As a closed-ended listed investment company, the

share price of the Company can and does differ

from that of the NAV. This can give rise to either a

premium or discount and as such is another

component of Total Shareholder Return. During the

year the discount has increased marginally, ending

the year at a higher value to that at the start of the

year (with the NAV with debt at par), resulting in the

Company’s share price loss being more than the

loss in the Company’s NAV (with debt at par).

Strategic Report

Business Review

REPORT & ACCOUNTS 2022 25

The Board continually monitors the Company’s

premium or discount, and does have the ability to

buy back shares if thought appropriate, although it

must be noted that this ability is limited by the

majority shareholding held by members of the

Barlow family. Additionally, the Board has approval

(and is seeking to renew such approval for another

year) to issue new shares, at a premium to the

relevant NAV (with debt at fair value), in order to

meet any demand for shares which cannot be

satisfied through the market. Details of movements

in the Company’s share price discount over the year

are shown in the Year’s Summary on page 2.

• Expenses:

The Board is aware of the impact of costs on

returns and is conscious of seeking to minimise

these (taking into account the Company’s

self-managed status). The current industry-wide

measure for investment trusts is the OCR, which

seeks to quantify the ongoing costs of running

the Company. This measures the annual ongoing

running costs of an investment trust, excluding

performance fees, one-off expenses, marketing

costs, finance costs and investment dealing

costs, as a percentage of average equity

shareholders’ funds. Any investments made into

pooled funds are included using the Company’s

share of estimated ongoing fund running costs.

The Chairman’s Statement on page 4 provides

further details on the expenses incurred during

the year. Details of the OCR for the year are

shown in the Year’s Summary on page 2.

• Dividend Growth:

Dividends paid to shareholders are an important

component of Total Shareholder Return and this

has been included in the Company’s investment

objective. The Board is aware of the importance

of this objective to the Company’s shareholders

but wishes to be prudent. As such, a sustainable

and progressive long-term dividend policy which

pays dividends out of current year income is the

goal, but recognising that using reserves may be

required in certain circumstances.

The Board receives detailed management accounts

and forecasts which show the actual and forecast

financial outturns for the Company. For the 8 years

to 30 September 2022, following the rebasing of the

dividend in 2014, average dividend growth has been

5.5% per annum.

Emerging and Principal Risks

The emerging and principal risks and the

Company’s policies for managing these risks and

the policy and practices are summarised below and

in note 22 to the accounts.

i. Investment Risk:

The Company has a range of equity investments,

including until April 2022 a substantial investment in

an unlisted asset management business, UK and

global equities (both on a direct basis, via the UKES,

and via collective investment vehicles (the Liontrust

Funds), and an investment in an absolute return

fund, the Liontrust Tortoise Fund. The major risk for

the Company remains investment risk which is

primarily driven by market risk. Furthermore, this

year political concerns, notably in the US, Europe,

Russia and China, and the impact of the war in

Ukraine, inflation and climate change provide

heightened uncertainty to the investment risk faced

by the Company.

The number of investments held, together with the

geographic and sector diversity of the portfolio,

enables the Company to spread its risks with regard

to liquidity, market volatility, currency movements

and revenue streams.

Under the terms of the Investment Management

Agreement, the Fund Manager manages the

majority of the Company’s investment assets. The

portfolios of the UKES and the Liontrust Funds are

actively managed by Liontrust against benchmarks

and each has specific limits for individual stocks and

market sectors that are monitored in real time. It

should be noted that the UKES and the Liontrust

Funds’ returns will differ from the benchmark

returns. The Tortoise Fund is an absolute return fund

whose returns are not correlated to equity markets.

26 MAJEDIE INVESTMENTS PLC

The investment risks are moderated by strict control

of position sizing, low leverage and investing in

liquid stocks. The level of risk at a net asset value

level increases with gearing. In certain

circumstances cash balances may be raised to

reduce the effective level of gearing. This would

reduce the level of risk in absolute terms.

Other risks faced by the Company include the

following:

ii. Strategy Risk:

An inappropriate investment strategy could result in

poor returns for shareholders and the introduction

or widening of the discount of the share price to the

NAV per share. It is important to note that the

investments in the UKES and the Liontrust Funds

provide the Company with exposure to a range of

investment strategies.

The Board regularly reviews strategy in relation to a

range of issues including investment objective and

policy, the allocation of assets between investment

groups, the level and effect of gearing and sector,

currency and geographic exposure.

iii. Business Risk:

Inappropriate management or controls in the

Company or at Liontrust could result in financial

loss, reputational risk and regulatory censure.

The Board receives detailed reports from its service

providers and from company management on

financial and non-financial matters.

iv. Compliance Risk:

Failure to comply with regulations could result in the

Company losing its listing, losing its FCA authorisation

as a self-managed AIF or being subjected to

corporation tax on its capital gains through loss of

investment trust status.

The Board receives and reviews regular reports from

its service providers and Company management on

the controls in place to prevent non-compliance of

the Company with rules and regulations. The Board

also receives regular investment portfolio reports

and income forecasts as part of its monitoring of

compliance with section 1158 of the Corporation

Tax Act 2010.

v. Operational Risk:

Inadequate financial controls, failure by an

outsourced supplier to perform to the required

standard, or dependency on a small number of

individuals could result in misappropriation of

assets, loss of income and mis-reporting of NAVs.

The Board and Audit Committee regularly review

statements on internal controls and procedures,

receive detailed reports and presentations from the

Company’s depositary and the Company is subject

to an annual external audit. Both the Company and

its service providers implemented business

continuity plans and service levels have been

maintained.

The Corporate Governance Statement and the

Report of the Audit Committee in the Company’s

Annual Report and Accounts provide further

information in respect of internal control systems

and risk management procedures.

Strategic Report

Business Review

REPORT & ACCOUNTS 2022 27

How the Board meets its obligations under section

172 of the Companies Act

Under Section 172(1) of the Companies Act 2006,

directors of a company must act in a way that they

consider, in good faith, would be most likely to

promote the success of the company for the benefit of

its members as a whole. In doing so they should have

regard to, inter alia, the likely long-term consequences

of their decisions, the interests of the company’s

employees, fostering relationships with suppliers,

customers and others, the impact of operations on the

community and environment, maintaining a reputation

for high standards and lastly to act fairly as between

shareholders of the company.

The Company is a self-managed investment company

and its key stakeholders comprise its one and only

class of shareholders (it does not have customers), its

employees, and also its third-party service providers

(including its Company Secretary, Fund Manager,

Custodian, Depositary, Stockbroker, Registrar, Auditor

and Solicitor – see Shareholder Information on page

103). Additionally, the Company interacts with the

wider community and the environment primarily

through its holdings in investee companies worldwide.

In accordance with its duty to promote the success of

the Company, the Board utilises the investment objective

(see page 22), various comprehensive procedures and

policies, including the Company’s investment policy

(see page 22), and committees with defined roles and

responsibilities against which executive management

and third-party providers are monitored, challenged

and assessed. The Board regularly reviews the

objective, procedures and policies and Committee

responsibilities to ensure they remain effective.

In performing its duties, the Board receives regular and

detailed reporting from both executive management

and third-party service providers. As an investment

company, investment performance is fundamentally

important and, as such, a significant portion of the

Board’s time is spent in this area. The Company has

been established for a very long time, with a

cornerstone shareholder base, and as a closed ended

listed investment company is a long-term investor in

global equity markets and the Board is mindful of this

in undertaking its duties.

The Board recognises the importance of having

experienced, trained and motivated staff as an integral

part of the successful running of the Company. As

such it has ensured that appropriate HR policies and

procedures are in place, with staff being appropriately

remunerated. As a small Company, the Board, which

includes an Executive Director, has a close relationship

and regular engagement with staff, monitors morale

and the Company has a very low staff turnover.

The Company, in conducting its operations, utilises its

third-party service providers as listed previously. The

Board believes that maintaining effective continuing

relationships is important to its duty under s172(1). In

particular the relationship with the Fund Manager is of

critical value to the Company and its long-term

success. The Board receives regular detailed reports

and presentations from the Fund Manager from an

investment and business perspective and marketing

updates from Kepler Partners. The Company’s other

service providers provide regular reports and advice

with the Board ensuring two-way communications are

in place. All major service providers have relevant

metrics which are used to measure performance. The

Board monitors operations to ensure that in

undertaking its operations the Company operates to

the standard befitting an FCA regulated LSE listed

investment company.

The Company is a small investment company with a

very limited physical presence in the City of London.

The Board is conscious of its community and its direct

environmental impact and seeks to be aware of these

when making decisions. The Company invests,

indirectly, in many investee companies worldwide

through its Fund Manager. The Fund Manager has a

long-standing focus on ESG (it is a signatory to the

FRC 2020 Stewardship Code) which is embedded in

its investment decision making process (see the

Responsible Capitalism section pages 20 and 21),

which includes a dedicated ESG manager and it

engages regularly with investee companies in this area.

The Fund Manager makes available to the Board an

extensive amount of information on these activities in

this area.

Under listing rule 15.4.29(R), the Company, as a closed

ended investment fund, is exempt from complying with

the Task Force on Climate-related Financial Disclosures.

28 MAJEDIE INVESTMENTS PLC

The Board recognises the need for good communications

with its shareholders and is committed to listening to

their views. Further details on how the Board interacts

with its shareholders are described on page 27. In

addition, the Board consults with them, where

appropriate, concerning major decisions before they

are taken.

During the year the following material decisions have

been made:

• The Board, at each meeting, reviewed the

Company’s asset allocation over the year. Following

the completion of the MAM sale a decision was

taken to undertake a strategic review of the

Company’s investment policy and operations.

Based on the review the Board is recommending a

change to the Company’s investment management

arrangements. These changes will be presented to

shareholders for approval and adoption at a general

meeting on 25 January 2023. The Board continues

to keep the asset allocation of the Company under

review at each Board meeting;

• Given the changes and uncertainties the Board had

to carefully consider the future dividend levels for

the Company after taking into account known

shareholder views in this area. The Board received a

detailed revenue forecast and projections to take

account of the changing outlook for dividend

receipts. The Board recommends a final dividend of

4.2p per share and a special dividend of 1.8p per

share. Together with the interim dividend of 4.4p per

share paid on 18 June 2022, this makes a total

dividend of 10.4p per share in respect of the

financial year (2021: 11.4p per share);

• The Board continued to review the Company’s

discount level and following discussions with its

stockbroker bought back a very small number of

shares at the beginning of the financial year. The

Company is subject to constraints in this area which

limit the number of shares which can be bought

back. The Board is aware of investor and shareholder

views concerning share liquidity and remains

determined to raise investor awareness and interest

in the Company;

• The Board pays close attention to the Company’s

marketing activity and engages with third parties to

assist such as doceo and Kepler. During the review of

investment management arrangements the marketing

activity was low, but subsequent to the

announcement it has been scaled up.

On behalf of the Board

Christopher D Getley

Chairman

19 December 2022

Strategic Report

Business Review

REPORT & ACCOUNTS 2022 29

Board of Directors

This page forms part of the Directors’ Report

Christopher D Getley*

Mr Getley was appointed as a Non Executive Director

of Majedie on 1 July 2020 and became Chairman of

the Board on 19 January 2022. He has over 25 years’

experience at senior level in financial services,

specifically in fund management and investment

banking. He was a Partner and Fund Manager at

Cazenove & Co and a Director at Deutsche Asset

Management. Subsequently, he was CEO of

Westhouse Securities, an institutional stockbroker. In

his current roles of Executive Chairman of AgPlus

Diagnostics Limited and Non-Executive Chairman of

Masawara PLC, he utilises his comprehensive

knowledge of developing, implementing and

communicating strategy. Mr Getley is Chairman of the

Nomination and Management Engagement

Committees and a member of the Remuneration and

Audit Committees.

J William M Barlow

Mr Barlow was appointed Chief Executive Officer of

Majedie from 1 April 2014, before which he was a

member and Chief Operating Officer at Javelin Capital

LLP. Prior to Javelin Capital LLP, he was at Newedge

Group (part of the Societe Generale Group). He joined

Skandia Asset Management Limited as an equity

portfolio manager in 1991 and was Managing Director of

DnB Asset Management (UK) Limited in 2002.

Mr Barlow was appointed a Non-Executive Director of

the Company in July 1999 and was made an executive

director in June 2011. He is Chairman of Racing Welfare

and Chairman of Strategic Equity Capital PLC.

Jane M Lewis*

Ms Lewis was appointed as a Director of Majedie on

1 January 2019. She was, until 2013, a director of

corporate finance and broking at Winterflood

Investment Trusts. She is Chairman of Invesco

Perpetual UK Smaller Companies Investment Trust

PLC and Non Executive Director of CT UK Capital and

Income Investment Trust PLC, JPMorgan Global

Growth & Income PLC and BlackRock World Mining

Trust PLC. Ms Lewis is Chairman of the Remuneration

Committee and a member of the Management

Engagement, Nomination and Audit Committees.

A Mark J Little*

Mr Little was appointed as a Non Executive Director of

Majedie on 23 May 2019. He has an extensive

knowledge of the investment industry, having previously

served as the Managing Director of Barclays Wealth

Scotland and Northern Ireland. Prior to this role he was

Global Head of Automotive Research at Deutsche Bank

having previously qualified as a Chartered Accountant

with Price Waterhouse. He is currently a Non Executive

Director of Securities Trust of Scotland and Blackrock

Smaller Companies Trust Plc, where he chairs the audit

committees, and abrdn Equity Income Trust PLC. He

also acts as a consultant to Lindsays LLP and North

Capital Wealth Management. Mr Little is Chairman of the

Audit Committee and a member of the Remuneration,

Management Engagement and Nomination Committees.

Richard W Killingbeck*

Mr Killingbeck was appointed as a Non Executive

Director of Majedie on 1 July 2020. He has over 35

years’ experience in the financial services sector,

initially as a fund manager and latterly in a number of

senior management roles within the wealth management

sector. He was previously Chief Executive officer of

WH Ireland PLC and is currently Managing Director of

Harris Allday, a division of EFG Private Bank. He retired

as the Non-Executive Chairman of Bankers Investment

Trust PLC in 2019 and is currently a trustee of the

London Stock Exchange Benevolent Fund. Mr Killingbeck

is a member of the Remuneration, Audit, Management

Engagement and Nomination Committees.

* Independent Non Executive.

30 MAJEDIE INVESTMENTS PLC

Directors’ Report

The Directors submit their report and the accounts for

the year ended 30 September 2022.

Introduction

The Directors’ Report includes the Corporate

Governance Statement, the Report of the Audit

Committee and the Directors’ Remuneration Report. A

review of the Company’s business is contained in the

Strategic Report (which includes the Chairman’s

Statement) and should be read in conjunction with the

Directors’ Report.

Principal Activity and Status

The Company is a public limited company and an

investment company under section 833 of the

Companies Act 2006. It operates as an investment

trust and is not a close company. The Company has

been a member of the AIC since 20 January 2014.

The Company has historic written confirmation from

HM Revenue & Customs that it meets the eligibility

conditions and is an approved investment trust for

taxation purposes under section 1158 of the

Corporation Tax Act 2010, with effect from 1 October

2012, subject to it continuing to meet the eligibility

conditions and on-going requirements. In the opinion

of the Directors, the Company continues to direct its

affairs so as to enable it to continue to qualify as an

approved investment trust.

Results and Dividend

The net revenue return before taxation arising from

operations amounted to £2,780,000 (2021: £5,004,000).

The Directors recommend a final dividend of 4.2p per

share and a special dividend of 1.8p per share,

payable on 27 January 2023 to shareholders on the

Together with the interim dividend of 4.4p per share

paid on 18 June 2022, this makes a total distribution

of 10.4p per share in respect of the financial year

(2021: 11.4p per share).

Risk Management and Objectives

The Company, as an investment company, is subject

to various risks in pursuing its objective. The nature of

these risks and the controls and policies in place that

are used to minimise these risks are further detailed in

the Strategic Report and in note 22 of the Accounts.

Directors

The general powers of the Directors are contained

within the relevant UK legislation and the Company’s

Articles. The Directors are entitled to exercise all

powers of the Company, subject to any limitations

imposed by the Articles or applicable legislation.

The Directors in office at the date of this report are

listed on page 29 of the Company’s Annual Report

and Accounts.

Mr RDC Henderson retired following the 2022 AGM

and was replaced as Chairman by Mr CD Getley (see

page 29 for further details).

Directors’ retirement by rotation and appointment is

subject to the minimum requirements of the

Company’s Articles of Association and the AIC Code of

Corporate Governance (AIC Code).

The Company’s Articles of Association require that at

every AGM any Director who has not retired from office

at the preceding two AGMs and who was not appointed

by the Company in a general meeting, at either such

meeting, shall retire from office and be eligible for

re-election or election respectively, by the Company.

However, in accordance with the AIC Code, all

Directors are to be re-elected annually. As such

Messrs. CD Getley, RW Killingbeck, AMJ Little and

Ms JM Lewis and Mr JWM Barlow will retire at the

forthcoming AGM and, being eligible, will offer

themselves for re-election.

The Board believes that the performance of the

Directors continues to be effective, that they

demonstrate commitment to their roles and that they

have a range of business, financial and asset

management skills and experience relevant to the

direction and control of the Company.

The Board, having considered the Directors’

performance within the annual Board performance

evaluation, hereby recommend that shareholders vote

in favour of the proposed re-elections.

REPORT & ACCOUNTS 2022 31

Qualifying Third Party Indemnity Provisions

Under the Company’s articles of association, the Directors

are provided, subject to the provisions of UK legislation

and at the discretion of the Board, with an indemnity in

respect of liabilities which they may sustain or incur in

connection with their appointment. This indemnity was in

force during the year and remains in force as at the date

of this report. Apart from this, there are no qualifying third-

party indemnity provisions or qualifying pension scheme

indemnity provisions that would require disclosure.

Directors’ Interests

Beneficial interests in shares as at:

30 September

2022

1 October

2021

Mr RDC Henderson* n/a 24,700

Mr JWM Barlow 409,224 409,224

Mr AMJ Little 9,879 9,879

Ms JM Lewis 8,000 8,000

Mr CD Getley 36,830 36,830

Mr RW Killingbeck 20,000 20,000

Non-beneficial interests in shares as trustees for

various settlements as at:

30 September

2022

1 October

2021

Mr JWM Barlow 3,111,110 3,111,110

* Retired in January 2022

Substantial Shareholdings

At 30 September 2022, the Company has been

notified of the following substantial holdings in shares

carrying voting rights:

Mr HS Barlow 15,017,619 28.3%

Mr JWM Barlow Non-Beneficial 3,111,110 5.8%

1607 Capital Partners LLC 2,689,600 5.0%

Miss AE Barlow 2,040,415 3.8%

Mr MHD Barlow 1,776,241 3.4%

Oakwood Nominees Limited 1,631,602 3.0%

Post year end position

Mr HS Barlow

15,757,619 29.7%

Christ Church Oxford 1,966,255 3.7%

Note:

1. Notifications are required where an investor

reaches the 3% threshold and for every 1%

increase or decrease thereafter, subject to certain

exemptions. The above holdings may therefore not

be wholly accurate statements of the actual

investor holdings at 30 September 2022 and the

date of this report.

2. The substantial voting rights disclosed above

include the total holdings of shares within certain

trusts where there are other beneficiaries.

3. Between 1 October 2022 and the date of this

report, the Company has been notified of changes

in substantial holdings.

4. Mr HS Barlow purchased shares from another

family member.

AGM

The AGM will be held at City of London Club, 19 Old

Broad Street, London EC2N 1DS on Wednesday,

25 January 2023 at 12 noon. The notice convening the

AGM can be found on pages 95 to 101 and is

available on the Company’s website.

The Board considers that Resolutions 1 to 15 are likely

to promote the success of the Company and are in the

best interests of the Company and its shareholders as

a whole. The Directors unanimously recommend that

you vote in favour of the Resolutions as they intend to

do in respect of their own beneficial holdings.

Issue and Buyback of Shares

The Board continues to be of the view that an increase

of the Company’s stock in issue provides benefits to

shareholders including a dilution of the Company’s

gearing and cost of its debentures, a reduction in the

Company’s administrative expenses on a per share

basis and increased liquidity in the Company’s shares.

The Board sought and received approval, at the AGM

on 19 January 2022, to allot new shares for cash, and

without first offering them to existing shareholders in

proportion to their holdings, up to a maximum of

5,294,579 shares (being approximately 9.99% of the

Company’s existing share capital at that time). These

two existing authorities will expire at the 2023 AGM.

During the year, as the Company’s shares remained at

a discount, no shares have been allotted (2021: Nil).

The Board continues to be prepared to issue new shares

in order to meet demand which cannot be satisfied

through the market, subject to the restriction that any

new shares will be issued at a premium to the

Company's then prevailing NAV per share, with debt at

fair value, and as such shareholder approval is sought

at the AGM to renew the authority to issue new shares,

without first offering them to existing shareholders in

proportion to their holdings, up to a maximum of

5,294,579 shares (being approximately 9.99% of the

Company’s existing share capital). The renewed

authority will expire at the 2024 AGM.

32 MAJEDIE INVESTMENTS PLC

In response to the continued wide share price

discount, in part, reflecting the current depressed share

markets, and in the best interests of shareholders, the

Company has maintained its intention to buyback for

cancellation its shares, noting however the restrictions

that exist for the Company in respect of share

buybacks. Since 1 October 2021 and up to the date of

this report the Company bought back for cancellation

7,092 shares, representing 0.01% of the issued share

capital as at 30 September 2022, with a nominal value

of £709.20, and at a total cost of £15,937. At the AGM

in 2022 the Directors were given power to buy back

7,944,519 shares (being 14.99% of the Company’s

existing share capital) and no shares have been bought

back under this authority, which will also expire at the

2023 AGM.

In order to provide maximum flexibility, the Directors

consider it appropriate that the Company be

authorised to make such purchases and accordingly

shareholder approval is sought at the AGM to renew

the authority of the Company to exercise the power

contained in its Articles of Association to make

buybacks of its own shares. The maximum number of

shares which may be purchased shall be 7,944,519

shares (being approximately 14.99% of the Company’s

issued share capital). Any shares so purchased will be

cancelled or held in treasury. The restrictions on such

purchases (including minimum and maximum prices)

are outlined in the Notice of Meeting. The authority will

be used where the Directors consider it to be in the

best interests of the shareholders and will expire at the

2024 AGM.

Capital Structure

As part of its corporate governance the Board keeps

under review the capital structure of the Company.

At 30 September 2022, the Company had a nominal

issued share capital of £5,299,880, comprising

52,998,795 shares of 10p each, carrying one vote

each. All of the shares of the Company are listed on

the London Stock Exchange, which is a regulated

market. The Company holds no shares in Treasury.

The Company deploys gearing through long-term debt

being a £20.7m 7.25% debenture stock 2025, of

which £25m was issued in 2000 with £4.3m being

re-purchased in 2004.

The limits on the ability to borrow are described in the

investment policy on pages 22 and 23. The Board

is responsible for managing the overall gearing of

the Company.

Details of gearing levels are contained in the Year’s

Summary on page 2, and in note 22 to the Accounts.

There are: no restrictions on voting rights; no

restrictions concerning the transfer of securities in the

Company; no special rights with regard to control

attached to securities; no agreements between holders

of securities regarding their transfer known to the

Company; and no agreements which the Company is

party to that might change or fall away on a change of

control or trigger any compensatory payments for

Directors, following a takeover bid.

Notice period for general meetings

The Board believes that it is in the best interests of

shareholders of the Company to have the ability to call

meetings on 14 clear days’ notice should a matter

require urgency. The Board will therefore, as last year,

propose a resolution at the AGM to approve the

reduction in the minimum notice period from 21 clear

days to 14 clear days for all general meetings other than

annual general meetings. The Directors do not intend to

use the authority unless immediate action is required.

Future Developments

The Chairman’s Statement on page 4 and the Chief

Executive’s Report on page 7 provide details

concerning relevant future developments of the

Company in the forthcoming year.

Employee, Social, Environmental, Ethical and

Human Rights policy

The Company, as an investment company, has limited

direct impact upon the environment. In carrying out its

activities and relationships with its employees, suppliers

and the community, the Company aims to conduct

itself responsibly, ethically and fairly.

The Company falls outside the scope of the Modern

Slavery Act 2015 as it does not meet the turnover

requirements under that act. The Company outsources

significant parts of its operations to reputable professional

companies, including fund management to Liontrust.

Liontrust complies with all the relevant laws and

regulations and also takes account of social,

environmental, ethical and human rights factors,

where appropriate.

Directors’ Report

REPORT & ACCOUNTS 2022 33

Carbon Reporting

In accordance with the Companies Act 2006 (Strategic

Report and Directors’ Reports) Regulations 2013, and

the Companies (Directors’ Report) and Limited Liability

Partnership (Energy and Carbon Report) Regulations

2018, the Company is required to report on its carbon

dioxide emissions and quantity of energy consumed. In

accordance with the regulations, the Company has

determined that its organisational boundary, to which

entities the regulations apply, is consistent with

its accounts.

The Company operates in the financial services sector,

and in common with many organisations employs

outsourcing such that most of its activities are performed

by other outside organisations which do not give rise

to any reportable matters by the Company.

However, the Company, as a self-managed investment

company, does undertake activities at its sub-leased

premises. In accordance with the provision of the

centrally provided building services (including heating,

light, cooling etc) to all lessees in the building by the

landlord, and by the superior lessee, it is considered

that the Company does not have emissions

responsibility in respect of these services, which rather

rest with the landlord or superior lessee. The Company

does however have responsibility for various other

emissions in the usage of electricity by its office

equipment in the course of undertaking its duties but it

is not able to determine their amounts as compared to

those provided by the landlord or superior lessee.

Additionally, the Company has many investments in

companies around the world, either directly or through

the Liontrust Funds; however the Company does not

have the ability to control the activities of these

investee companies and as such has no responsibility

for their emissions. Therefore, the Board believes that

the Company has no reportable matters for the year

ended 30 September 2022 (2021: nil).

Donations

The Company made no political or charitable donations

during the year (2021: nil) to organisations either within

or outside of the UK.

Gender Diversity

The Board is aware of the recommendations made in the

Hampton-Alexander and Parker Review in respect of

gender and ethnic diversity in the boardroom and the

recent changes to the Listing Rules requiring reporting

against specified board diversity targets for the

Company's next financial year. The Company currently

does not have a formal policy on diversity, but details

on how diversity is taken into account when making

new appointments to the Board are included in the

section on the Nomination Committee on page 38. At

the year end, 80% of the directors of the Board were

male and 20% were female. The composition of the

Company’s employees is 67% male and 33% female.

Material Contracts

• Liontrust (Majedie Asset Management Limited)

The Board has appointed MAM as its Fund

Manager, the terms of which are defined under an

Investment Management Agreement dated

13 January 2014. When Liontrust purchased MAM,

by default, Liontrust took over the MAM agreement

and became Fund Manager. The agreement divides

the Company’s investment assets into a

combination of a segregated portfolio and the

Liontrust in-house funds, with the Board having the

ability, subject to certain capacity constraints in

respect of the Liontrust funds, for the determination

of the asset allocation of its investment assets, both

initially and on an on-going basis.

The Investment Agreement provides that the

segregated portfolio is to be managed on the same

basis as the Liontrust UK Equity Fund, with other

investments being made into the various

Liontrust Funds, as decided by the Board as part of

their asset allocation requirements. Further details

on the allocation of the investments managed by

Liontrust are included in the Chief Executive’s

Report on pages 7 to 19.

34 MAJEDIE INVESTMENTS PLC

The fees payable under the Investment Agreement are

detailed below:

Portfolio/Fund*

Management

Feeˆ

Performance

Feeˆ

UKES 0.48% p.a. Nil

Tortoise Fund 1.00% p.a. 20%

†

Global Equity Fund 0–0.65% p.a.** Nil

International Equity Fund 0.25% p.a. Nil

* The fees are calculated under the terms of the Investment

Agreement or the relevant fund prospectus, and apply from

1 January 2021.

ˆ The fees charged to the UKES are charged directly to the

Company’s Statement of Comprehensive Income. All other fund

fees are charged within the relevant fund.

† The performance fee entitlement only occurs once the hurdle

has been exceeded (being the Sterling Overnight Index Average

or “SONIA”) and is calculated on a high water mark basis.

** The management fee range reflects the investments made into

different share classes.

The Investment Agreement entitles either party to

terminate the arrangement with six months’ notice.

• The Bank of New York Mellon (International) Limited

The Board appointed BNY Mellon Trust &

Depositary (UK) Limited to provide depositary

services as required by the UK AIFMD and certain

other associated services under the terms of a

depositary agreement dated 19 June 2014. This

agreement was novated to The Bank of New York

Mellon (International) Limited (BNYMIL) with effect

from 1 March 2018. The services provided by

BNYMIL as Depositary for the Company include:

• general oversight responsibilities over the

issue and cancellation of the Company’s share

capital, the carrying out of net asset value

calculations, the application of income, and

the ex-post review of investment transactions;

• monitoring of the Company’s cash flows and

ensuring that all cash is booked in appropriate

accounts in the name of the Company or

BNYMIL acting on behalf of the Company; and

• safekeeping of the assets held within the

Company’s investment portfolio, including those

classed as financial instruments for the purpose

of the UK AIFMD, and ensuring the Company’s

financial instruments are held in segregated

accounts so that they can be clearly identified

as belonging to the Company and maintaining

records sufficient for verification of the

Company’s ownership rights in relation to

assets other than financial instruments.

BNYMIL or any BNY Mellon affiliates may have an

interest, relationship or arrangement that is in

conflict with or otherwise material in relation to

services it provides to the Investment Manager and

the Company. Should a conflict of interest arise,

BNYMIL shall manage conflicts of interest fairly and

transparently. As a regulated business, the Depositary

is required to prevent, manage and, where required,

disclose information regarding any actual or

potential conflict of interest incidents to relevant

clients. The Depositary is required to and does

maintain and operate effective organisational and

administrative arrangements with a view to taking all

reasonable steps designed to prevent conflicts of

interest from adversely affecting the interests of its

clients. The terms of the depositary agreement

provide that, where certain assets of the Company

are invested in a country whose laws require certain

financial instruments to be held in custody by a local

entity and no such entity is able to satisfy the

requirements under the UK AIFMD in relation to use

of delegates by depositaries, BNYMIL may still

delegate its functions to such a local entity and be

fully discharged of all liability for loss of financial

instruments of the Company by such local entity.

The Depositary receives an annual fee for its

services based on a sliding scale on the total gross

portfolio assets of the Company, payable monthly in

arrears. The depositary agreement in place with

BNYMIL continues unless and until terminated:

without cause upon the Company and BNYMIL

giving not less than 90 days’ notice and upon

BNYMIL giving notice expiring not less than 18

months after the date of the agreement, in each

case such notice to be effective only if a new

Depositary has been appointed.

Directors’ Report

REPORT & ACCOUNTS 2022 35

• Link Market Services Limited (Link)

Company Secretarial services are provided by Link,

under the Company Secretarial Services Agreement

dated 25 April 2016. The agreement mandates that

Link Company Matters Limited will act as Link’s

nominated corporate secretary. The agreement also

provides for fees to be paid quarterly, to be based

on a fixed annual amount and be subject to annual

RPI increases with either party to give notice to

terminate the agreement with 12 months’ notice.

Listing Rule Disclosure

The Company confirms that there are no items which

require disclosure under Listing Rule 9.8.4R in respect

of the year ended 30 September 2022.

UK AIFMD

The UK AIFMD requires certain financial and non-

financial disclosures in respect of Annual Reports.

These disclosures are met by the Company in its

Annual Report. In addition, certain specific disclosures

are required which are:

• Remuneration

Total remuneration details for the Directors (who are

considered to be code staff under the Directive) are

shown in the Report on Directors’ Remuneration.

Remuneration details for staff are included in note 7

to the accounts. There was no variable

remuneration due during the year.

• Leverage

The UK AIFMD requires the Company to disclose its

actual leverage (calculated under the Gross &

Commitment methods) and also to set a limit in

respect of leverage it can use. The Company has

set a limit of 1.5 times (1 being no leverage) and as

at 30 September 2022 had leverage of 1.12 times

under the Gross method and 1.18 times under the

Commitment method. Note 22 to the accounts

provides further details.

• Investor Pre-investment information

The UK AIFMD requires that potential investors are

provided with certain information. The Company

provides this information on its website at

www.majedieinvestments.com. This has been

updated in the year reflecting various small changes,

all of which are described in this Annual Report.

Disclosure of Information to Auditors

As far as each of the Directors are aware:

• there is no relevant audit information of which the

Company’s Auditors are unaware; and

• they have taken all steps that they ought to have

taken as Directors in order to make themselves

aware of any relevant audit information and to

establish that the Company’s Auditors are aware of

that information.

This confirmation is given and should be interpreted in

accordance with the provisions of Section 418 of the

Companies Act 2006.

Auditors

Ernst & Young LLP were re-appointed as Auditors on

19 January 2022. Ernst & Young LLP have indicated

their willingness to continue in office and a resolution

will be proposed at the AGM to re-appoint them as

Auditors.

Viability

The Board has assessed the prospects of the

Company over the five year period to September 2027.

The Board believes that five years is appropriate given

the long-term nature of the Company’s objective and

the risks arising from investing in equity markets.

In undertaking their assessment of the viability of the

Company, the Board has first considered the

Company’s prospects utilising the following factors:

• the Company’s business model and investment

strategy;

• how the Company is positioned against each of the

Company’s emerging and principal risks and

uncertainties;

• the nature and liquidity of the Company’s

investments;

• global equity market conditions with particular

reference to the COVID-19 pandemic, and Ukraine

war;

• the level of its long-term liabilities.

36 MAJEDIE INVESTMENTS PLC

The assessment process provided the following

matters which are considered relevant, being:

• the Board carried out a robust assessment of the

principal and emerging risks and uncertainties (see

pages 25 and 26) that are facing the Company over

the review period. The current investment climate is

uncertain. In particular, the longer-term impacts of

the COVID-19 pandemic and war in Ukraine are

unknown. Also, other political impacts are additional

factors. However, the Company, as a closed ended

investment company with a long-term focus and

objective is well positioned to ride out any short-

term volatility. Investment risk and volatility are high

but are well below stress testing levels (the Chief

Executive’s Report on page 19 provides more

details on the investment outlook).

• the £20.8m of borrowings, being leverage of 1.12

times (Gross method) and 1.18 times (Commitment

method), are considered acceptable and are well

below the 1.5 times limit. The Board keeps gearing

levels under review and can increase cash levels as

required;

• the investment portfolio which comprises 94.7% of

total assets at 30 September 2022 remains highly

liquid (can be traded daily). The Board receives

many detailed reports on positioning and approach

from Liontrust and geographic and sector

positioning is kept under constant review (the Chief

Executive’s Report on page 7 provides further

details on the investment portfolio);

• the Company’s systems and operational

performance, and that of its service providers, have

been resilient under the on-going challenges posed

by COVID-19 with service levels having been

maintained.

As part of the assessment the Board remains very

conscious of the impact of COVID-19 and the Ukraine

war, both short and long-term, on the Company as

noted previously. The Board undertook a review of the

Company’s investment management arrangements

and is proposing the appointment of Marylebone as

investment manager. As such, the Board has

concluded that there is a reasonable expectation that

the Company will be able to continue in operation and

meet its liabilities as they fall due over the five year

period to September 2027.

Going Concern

In assessing the Company’s ability to continue as a

going concern, the Board considered the nature of its

investment portfolio, its investment objective and policy

(see pages 22 and 23), its risk management systems,

its financial income and expenditure projections, and its

financial and operational structure.

As part of this assessment the Board took into

consideration the continuing uncertainties generated by

the COVID-19 pandemic and the Ukraine war on the

Company’s ability to generate income, sell its assets as

or if required to meet liabilities, and ability to operate

under any restrictions imposed by the current market

conditions. The Board stress tested a downside

scenario showing income from investments falling by,

on average, 50% and investment values by 66.6%

which would still leave the Company with adequate

financial resources to be in a going concern position.

As such the Board is of the view that the Company will

be able to meet its obligations to 19 December 2023,

being twelve months from the date of the approval of

the financial statements, and therefore continues to

adopt the going concern basis in preparing the

financial statements.

By Order of the Board

Link Company Matters Limited

Company Secretary

19 December 2022

Directors’ Report

REPORT & ACCOUNTS 2022 37

Corporate Governance Statement

The Corporate Governance Statement forms part of the Directors’ Report.

This section of the Annual Report describes how the

Company, as a member of the AIC, has applied the

principles of the UK Corporate Governance Code as

published by the Financial Reporting Council (FRC) in

July 2018, as required by the FCA. A copy of the UK

Corporate Governance Code can be found at

www.frc.org.uk. The Board has considered the

principles and recommendations of the AIC Code of

Corporate Governance (AIC Code), as published in

February 2019. The AIC Code, addresses all the

principles set out in the UK Corporate Governance

Code, as well as setting out additional principles and

recommendations on issues that are of specific

relevance to the Company, being self-managed. A copy

of the AIC Code can be found at www.theaic.co.uk.

The Board considers that reporting against the

principles and recommendations of the AIC Code

(which incorporates the UK Corporate Governance

Code), will provide shareholders with full details of the

Company’s corporate governance compliance. The

Company has complied with the recommendations of

the AIC Code throughout the year ended

30 September 2022 except as set out below:

Provision 6.2.14: Senior Independent Director – The

Directors have determined that the size of the

Company’s Board does not warrant the appointment of

a senior independent director.

The description of the main features of the Company’s

internal control and risk management system in relation

to the FRC’s guidance can be found on page 45 in the

Report of the Audit Committee.

The Company

The Company has a long history of self management,

and is a self-managed AIF under the UK AIFMD. In

complying with the more detailed aspects of best

corporate governance practice, the Board takes into

account that the Company is a listed investment

company and the Barlow family, as a whole, owns

approximately 54% of the shares in issue.

Although the family shareholding in total is significant,

there are a number of individual family members and

trusts represented by many separate shareholdings.

The principal objective of the Board continues to be to

maximise total shareholder return for all shareholders.

Board of Directors

The Board is responsible for the overall stewardship of

the Company, including its purpose, strategy, operations

and governance. In undertaking this responsibility, and

also taking into account its self-managed status and as

an AIFM, the Board has set an investment objective and

policy, both approved by shareholders, established

governance arrangements, risk management and

operating systems, policies and procedures, including

those relating to its employees. In setting and seeking

alignment across these components the Board has

considered the Company’s culture, including its long

history and background and seeks to embed expected

values, such as fairness, integrity and professionalism

across the Company.

The Chairman is responsible for leadership of the

Board and ensuring its effectiveness in all aspects of its

roles, and that all Directors receive accurate, timely and

clear information. In line with the requirements of the

AIC Code, the responsibilities of the Chairman have

been agreed by the Board and are available to view on

the Company’s website.

The Board’s composition satisfies the requirements of

the AIC Code comprised of an independent Chairman,

three other independent Non-Executive Directors and

Mr JWM Barlow is the CEO. Biographical details of the

Directors are shown on page 29.

All Non-Executive Directors are considered to be

independent as defined by the AIC Code as, in the

opinion of the Board, each is independent in character

and judgment and there are no relationships or

circumstances relating to the Company that are likely

to affect their judgment. The Company’s Chairman is

Mr CD Getley whose other commitments are listed on

page 29.

The Board meets at least five times in each calendar

year and its principal focus is the strategic

development of the Company, investment policy and

the control of the business. Key matters relating to

these areas, including the monitoring of financial

performance, any changes to the asset allocation,

cash or gearing limits, and the buying back of shares

or the repayment of long term borrowings are reserved

for the Board and set out in a formal statement.

38 MAJEDIE INVESTMENTS PLC

During the year ended 30 September 2022, the

Company held 5 Board meetings, 3 Audit Committee

meetings, 1 Management Engagement Committee

meeting, 1 Nomination Committee meeting,

1 Remuneration Committee meeting and a number of

ad hoc meetings. Attendance at these Board and

Committee meetings is detailed below.

Number of Meetings

Board Audit Management

Engagement

Remuneration Nomination

Directors

CD Getley 5 3 1 1 1

JWM Barlow 5 n/a n/a n/a n/a

JM Lewis 5 3 1 1 1

AMJ Little 5 3 1 1 1

RW Killingbeck 5 3 1 1 1

RDC Henderson* 1 1 1 1 1

* Retired January 2022

During the year, the Directors undertook a comprehensive

performance evaluation and also considered the output

from the previous year’s evaluation. The process was

led by the Chairman and was designed to assess the

strengths, areas of improvement and independence of

the Board together with the performance of its

committees, the Chairman and individual Directors.

The evaluation questionnaire also covered a range of

areas including strategy, processes and effectiveness,

size and composition, and corporate governance and

was intended to analyse the focus of meetings and

assess whether they are appropriate, or if any

additional information may be required to facilitate

future Board discussions. The evaluation of the

Chairman was carried out by the other Directors of the

Company. The results of the Board evaluation process

were reviewed and discussed by the Board and several

areas of improvement were identified for the Company

to focus on in the coming year, including concluding

and implementing the change in management

arrangements, the Company's investment policy and

portfolio composition, and continuing to identify means

to enhance investor awareness of the Company.

The Board, concluded that the Board and its

Committees continue to function effectively and that

the Chairman’s and Directors’ other commitments are

such that all Directors are capable of devoting sufficient

time to the Company.

The Board has agreed and established a procedure for

Directors in furtherance of their duties to take

independent professional advice if necessary, at the

Company’s expense.

The Board recognises the need for new Directors to

receive an appropriate induction. Existing Directors

receive regular updates on regulatory and governance

matters, and development and training needs were

discussed as part of the Board evaluation process.

• The Audit Committee comprises:

Mr AMJ Little (Chairman), and all of the Non-Executive

Directors. Mr JWM Barlow and representatives of

the Auditors are invited to attend meetings of

the Committee.

The Board has agreed the terms of reference for the

Audit Committee, which meets at least three times

a year.

Further details on the work of the Audit Committee

are detailed in the Report of the Audit Committee on

pages 42 to 45.

• The Nomination Committee comprises:

Mr CD Getley (Chairman) and all of the Non-Executive

Directors. Mr JWM Barlow attends meetings at the

request of the Committee, from time to time. The

approach of the Committee is to consider

appointments to the Board of Directors in the context

of the requirements of the business, its need to have

a balanced and effective Board and succession

planning. As part of this, gender and ethnic diversity

are carefully considered by the Committee and are

fully taken into account when evaluating the skills,

knowledge and experience desirable to fill each

vacancy and all appointments to the Board are

made on merit. The Committee has not set any

measurable objectives in respect of diversity.

The Company’s Articles of Association require a

Director appointed during the year to retire and seek

election by shareholders at the next AGM and all

Directors must seek re-election at least every three

years. However, as noted previously, in accordance

with the AIC Code all Directors will be re-elected

annually. The Articles of Association can be

amended by shareholders at a General Meeting.

The rules relating to the appointment and removal of

directors are set out in the Companies Act 2006

and the Company’s Articles of Association.

Corporate Governance Statement

REPORT & ACCOUNTS 2022 39

Non-Executive Directors are appointed for a term of

three years, subject to earlier termination, including

provision for early termination by either party on one

month’s notice. The terms and conditions for all

Non-Executive Director appointments are set out in

letters of appointment (they do not have service

contracts), which are available for inspection at the

Company’s registered office and will be available 15

minutes before the start of and during the

Company’s AGM. The letters of appointment set out

the time commitment expected of Non-Executive

Directors who, on appointment, undertake that they

will have sufficient time to meet their requirements.

The Board’s policy on tenure for the Non-Executive

Directors is that it is expected that individual

director’s should be able to serve for up to nine

years before retiring. However, this limit is flexible in

order to facilitate effective succession planning.

Details of the CEO’s employment contract can be

found in the Report on Directors’ Remuneration on

page 49.

The Nomination Committee met on 25 October

2022 to consider the results of the Board evaluation

process, diversity and inclusion and the re-election

of Directors at the Company’s AGM.

Based on the outcome of the Board performance

evaluation process and on the basis that they

continued to make valuable contributions, exercise

judgement and express opinions in an independent

manner, the Committee has decided to recommend

the re-election and election of all Directors

as appropriate.

The Committee considers that the current Directors

provide the necessary breadth of skills, experience,

length of service and knowledge of the business to

effectively manage the Company.

• The Remuneration Committee comprises:

Ms JM Lewis (Chairman) and all of the Non-Executive

Directors. Mr JWM Barlow is invited to attend and

participate as appropriate. Further details on the

work of the Remuneration Committee are included

in the Report on Directors’ Remuneration on pages

46 to 49.

• The Management Engagement Committee

(MEC) comprises:

Mr CD Getley (Chairman) and all of the Non-

Executive Directors. Mr JWM Barlow attends

meetings, at the request of the Committee, from

time to time. The Board has agreed terms of

reference for the Committee, which meets at least

once a year to consider the performance of the

Fund Manager, the terms of the Fund Manager’s

engagement and to consider the continued

appointment of the Fund Manager. The MEC met

on 25 October 2022 and recommended that

following the completion of the strategic review

Marylebone be appointed as the Company’s

investment manager and AIFM. The Company will

not incur any financial penalties as a result of

terminating the Liontrust investment management

agreement.

In addition to the Fund Management role, the Board

has delegated to external third parties the

Depositary, including custodial services, company

secretarial services and share administration and

registration services.

The MEC annually reviews these service providers’

performance and their contracts.

The terms of reference of the Company’s Committees

are available on request from the Company Secretary

or from the Company’s website.

40 MAJEDIE INVESTMENTS PLC

Conflicts of Interest

The Directors have declared any conflicts or potential

conflict of interest to the Board which has the authority

to approve such situations. The Company Secretary

maintains the Register of Directors’ Conflicts of

Interests which is reviewed quarterly by the Board and

when changes are notified. The Directors advise the

Company Secretary and Board as soon as they

become aware of any conflicts of interest. Directors

who have conflicts of interest do not take part in

discussions which relate to any of their conflicts.

It is the responsibility of each individual Director to

avoid an unauthorised conflict situation arising.

Directors must request authorisation from the Board as

soon as they become aware of the possibility of a

situational conflict arising.

The Board is responsible for considering Directors’

requests for authorisation of situational conflicts and for

deciding whether or not the situational conflict should

be authorised. The factors to be considered will include

whether the situational conflict could prevent the

Director from properly performing his duties, whether it

has, or could have, any impact on the Company and

whether it could be regarded as likely to affect the

judgement and/or actions of the Director in question.

When the Board is deciding whether to authorise a

conflict or potential conflict, only Directors who have no

interest in the matter being considered are able to

participate in the relevant decision, and in taking the

decision the Directors must act in a way they consider,

in good faith, will be most likely to promote the

Company’s success. The Directors are able to impose

limits or conditions when giving authorisation if they

think this is appropriate in the circumstances.

The Directors must also comply with the statutory rules

requiring company directors to declare any interest in

an actual or proposed transaction or arrangement with

the Company.

Relations with Shareholders

The CEO undertakes regular visits and presentations to

shareholders and potential investors around the UK,

discussing, inter alia, Company performance and

strategy. Kepler Partners and doceo are engaged to

provide support in this area and they provide detailed

analysis reports to the Board.

Additionally, members of the Board hold meetings with

the Company’s principal shareholders and prospective

investors to develop an understanding of the views of

shareholders and to discuss the Company’s strategy

and financial and investment performance.

Any issues raised by shareholders are reported to the

full Board. Shareholders are encouraged to attend the

AGM and to participate in proceedings. Shareholders

wishing to contact the Directors to raise specific issues

can do so directly at the AGM or by writing to the

Company Secretary.

In the Annual Report each year the Directors seek to

provide shareholders with information in sufficient detail

to allow them to obtain a reasonable understanding of

recent developments affecting the business and the

prospects for the Company in the year ahead. The

various sections of the Strategic Report provide

further information.

Voting policy

The exercise of voting rights attached to the

Company’s investment portfolio has been delegated to

Liontrust in the absence of explicit instructions from the

Board. Liontrust subscribes to the NAPF Voting Issues

Service (ISS) which forms part of their voting process.

Liontrust provides a quarterly report detailing the voting

activity on the Company’s investment portfolio which

includes details of the votes made as well as the

reasons explaining the rationale for the voting decision.

Liontrust is required to include on their website a

disclosure about the nature of their commitment to the

FRC’s Stewardship Code and details may be found at

www.liontrust.co.uk.

The Company’s Shareholder Engagement Policy, as

required under the Shareholder Rights Directive II,

utilises the Liontrust policy and is available on the

Company’s website.

Corporate Governance Statement

REPORT & ACCOUNTS 2022 41

Internal Control Review

The Board acknowledges that it is responsible for the

risk management and internal control relating to the

Company and for reviewing the effectiveness of those

systems. An ongoing process is in existence to identify,

evaluate, manage and monitor risks faced by the

Company. The UK AIFMD also requires that the Board,

acting as AIFM, implements effective risk management

policies and procedures and the appointment of a

Depositary provides an additional check over the

Company’s operations. Key procedures are also in

place to provide effective financial control over the

Company’s operations.

The risk management process and systems of internal

control are designed to manage rather than eliminate

the risk of failure to achieve the Company’s objectives.

It should be recognised that such systems can only

provide reasonable, not absolute, assurance against

material misstatement or loss.

A review of internal control and risk management

systems is undertaken by the Board or the Audit

Committee in the context of the Company’s overall

investment objective.

The review covers business strategy, investment

management, operational, compliance and financial

risks facing the Company. In arriving at its judgement

of the nature of the risks facing the Company, the

Board or the Audit Committee has considered the

Company’s operations in the light of the following

factors:

– the nature and extent of risks which it regards as

acceptable to bear within the overall business

objective;

– the likelihood of such risks becoming a reality; and

– the Fund Manager’s ability to reduce the incidence

and impact of risk on performance and the relevant

controls.

Further details relating to risk management, risk

assessments and internal controls are contained in the

Report of the Audit Committee on page 42.

In accordance with the AIC and the UK Corporate

Governance Code, the Board has carried out a review

of the effectiveness of the system of internal controls

as it has operated over the year and up to the date of

approval of the report and accounts.

By Order of the Board

Link Company Matters Limited

Company Secretary

19 December 2022

42 MAJEDIE INVESTMENTS PLC

Report of the Audit Committee

The Report of the Audit Committee forms part of the Corporate Governance Statement.

The membership of the Audit Committee changed

during the year, following the retirement of Mr RDC

Henderson as Chairman and Non-Executive Director at

the AGM on 19 January 2022. No new appointments

to the Audit Committee were made during the year.

The Audit Committee includes Mr CD Getley, the

Company Chairman, as a member. In accordance with

the 2019 AIC code, this is considered appropriate

given Mr CD Getley's background with the Company

and his financial experience. Additionally, it is

considered that the Audit Committee Chairman,

Mr AMJ Little, who is a Chartered Accountant, has

appropriate recent financial experience to continue in

the role. The Board recognises the requirement for the

Audit Committee as a whole to have competence

relevant to the sector in which the Company operates.

The Directors have a combination of financial,

investment and business experience, specifically with

respect to the investment trust sector.

The Committee usually meets three times a year in

which it reviews the Half-Yearly Financial Report and

Annual Report, and agrees the auditor’s terms of

engagement.

The Company Secretary, Link Company Matters Limited

(trading as Company Matters), acts as Secretary to the

Committee and its terms of reference are available on

request or may be obtained from the Company’s website.

Responsibilities

The Committee’s responsibilities include:

• monitoring the integrity of the financial statements of

the Company (including that they are considered, as

a whole, to be fair, balanced and understandable);

• reviewing the Company’s internal financial controls

and risk management systems;

• making recommendations to the Board, for it to put

to the shareholders for their approval in general

meeting, in relation to the appointment of the

external auditor, monitoring the external auditor’s

effectiveness and independence and monitoring a

policy on the engagement of the external auditor to

supply non-audit services.

In respect of the year under review the Committee met

three times, in December 2021 and May and July

2022. Since the year end it has also met in December

2022. The purpose of the meetings was to review the

Company’s Half-Yearly Financial Report and Annual

Report respectively, to review the internal control

environments of outsourced service providers and to

oversee the relationship with the Auditor which

includes recommendations on fees, approval of their

terms of engagement and assessing their

independence and effectiveness.

Significant issues related to the Financial Statements

In respect of the year ended 30 September 2022, and

following a robust assessment of the risks facing the

Company, the Committee considered the following

issues to be significant to the financial statements:

Valuation of Investments

The Company is an investment company which invests

in many companies around the world, the majority of

which are quoted and traded on a recognised stock

exchange. These investments are made directly via the

UKES or in Funds managed by Liontrust.

However, a very small number of the Company’s

investments are in companies that are not quoted or

traded on a recognised stock exchange and for which

price discovery requires careful analysis and

judgement.

Investments in quoted companies are valued using

prices from a third-party pricing source. These prices

are reviewed against other third-party sources and

additionally those that exceed a pre-determined

movement threshold, or do not change, are subject to

further verification. Investments made in the various

Liontrust funds are priced using prices published by

the relevant fund administrator (Liontrust use the Bank

of New York Mellon).

For unquoted investments, the CEO provides detailed

valuation papers and analyses and recommends a fair

value for the relevant investment to the Committee,

using the Company’s policy as set out in note 1 to the

Accounts on pages 65 to 72. The unquoted

investment papers are reviewed by the Committee,

who challenge assumptions, methodologies and

inputs used.

REPORT & ACCOUNTS 2022 43

Ownership of Investments

The Company’s investments are held in safe custody by

BNYMIL as Depositary. BNYMIL acts as global custodian

and may delegate safekeeping of the assets of the

Company to one or more global sub-custodians (such

delegation may include the powers of sub-delegation).

BNYMIL has delegated safekeeping of the assets of

the Company to The Bank of New York Mellon SA/NV

and The Bank of New York Mellon. The Committee

receives regular reports on BNYMIL’s internal controls.

Income Recognition

The Company’s principal income is dividend receipts

from its investment holdings, including Liontrust. As

such inaccurate recognition of income, or incomplete

controls in this area, could result in the Company

misstating such receipts.

The Committee receives regular detailed management

accounts during the year and also reviews and

approves the Company’s forecast for the year and

dividend income is subject to extensive substantive

testing by the auditor.

The Chairman of the Committee will be available at

the AGM to answer any questions relating to the

Annual Report.

External Audit

The Company’s external auditor, Ernst & Young LLP,

was initially appointed on 18 January 2008. In

accordance with the EU Audit Directive and Regulation,

the Company completed a competitive tender process

in 2017, which resulted in Ernst & Young LLP being

re-appointed as auditor. Legislation allows for a further

period of up to ten years at which time a mandatory

rotation is required.

Additionally, Auditing Practices Board requirements

require that the engagement partner serve for up to

5 years. Mr A Coups has been engagement partner

since 2019.

The notice of the Annual General Meeting on page 95

includes a resolution, to be approved by shareholders,

that Ernst & Young LLP be re-appointed as Auditor.

The Company engages Ernst & Young LLP to

undertake the annual year end audit. It is not

considered necessary to have a review of the Half

Yearly Financial Report. Ernst & Young LLP attended

the annual accounts Audit Committee meeting in

December, and an audit planning meeting in July.

44 MAJEDIE INVESTMENTS PLC

In determining the effectiveness of the external audit, the Committee takes account of the following factors:

Factor Assessment

The Audit Partner Extent to which the partner demonstrates a strong understanding of

the business and industry and the challenges that the Company faces.

Additionally, they are committed to audit quality.

The Audit Team Extent to which the audit team understand the business and industry,

are properly resourced and experienced.

The Audit approach The Audit approach is discussed with management and targets the

significant issues early (and any new requirements as a result of new

regulations etc), is communicated properly, is appropriate for the

Company’s business and industry and includes an appropriate level

of materiality.

The role of management Information provided by management is timely and correct with proper

work papers. Accounting systems and internal controls work properly

to enable proper information and an audit trail to be provided.

The communications and formal reporting

by the Auditor

Management and the Committee kept appropriately informed as the

audit progresses – a no surprises basis is adopted. The formal report is

appropriate and contains all the relevant material matters.

The support, insights and added value

provided to the Committee

Guidance given to the Committee for best practice with provision of

updates and/or briefings between Committee meetings.

The independence and objectivity of

the Auditor

Complies with the FRC ethical standards and has the required degree

of objectivity.

In assessing the effectiveness of the audit, the

Committee receives management assessments and

reports from the Auditor and additionally does, from

time to time, receive assessments on the Auditor from

the FRC.

As a result of its review, the Committee is satisfied that,

in respect of the year ended 30 September 2022, the

external audit process is effective and it recommends

the appointment of Ernst & Young LLP as Auditors at

the forthcoming AGM.

Fees related to external audit services are disclosed in

note 5 to the Accounts.

Policy for non-audit services

The Company has a policy in place in respect of

non-audit services which meets the requirements of

the Revised Ethical Standard 2019, as issued by the

Financial Reporting Council. The policy prohibits the

external auditor from providing certain services, e.g.

tax, and places a cap on the value of these fees, as

compared to the external auditor’s statutory audit fees.

It also allows for the external auditor to provide

non-audit services provided they fall within the list of

permitted non-audit services e.g. covenant reporting,

as detailed in the Revised Ethical Standard 2019. As

was the case last year, during the year the only

non-audit service provided by the Auditor was a review

of the Company’s debenture covenant reporting, to the

trustee for the debenture holders, which is separately

disclosed as Other Audit Related Services in the

Accounts (see note 5 to the Accounts). Any areas of

concern are raised with the Board of the Company.

In determining auditor independence, the Committee

assesses all relationships with the auditor and receives

from the auditor information on its independence policy

along with safeguards and procedures it has

developed to counter perceived threats to its

objectivity. The auditor also provides confirmation that

it is independent within the meaning of all regulatory

Report of the Audit Committee

REPORT & ACCOUNTS 2022 45

and professional requirements and that the objectivity

of the audit is not impaired. Following its review, the

Committee is satisfied that they are independent

having fulfilled their obligations to both the Company

and its shareholders.

Risk Management and Internal Control

The Company operates risk management and internal

control systems appropriate for entities operating in the

financial services sector and in-line with the size and

the scope of its activities. In reviewing these systems,

the Committee, and/or the Board, receive regular

reports, which include those from the Company’s

Depositary. The Committee also receives control

reports from its key third party outsourced service

providers on the effectiveness of their own internal

control systems and procedures. Any particular issues

identified are documented and followed up by the

Committee or the Board in subsequent meetings.

The Company does not have an internal audit function.

The Committee has considered this matter and is of the

opinion that there is no need at the present time for the

Company to have an internal audit function since there

are considered to be adequate checks and balances in

operation. In particular, the Company operates with

fund management services being undertaken by

Liontrust, company secretarial functions by Link

Company Matters Limited and depositary services by

BNYMIL (with custody being delegated to The Bank of

New York Mellon SA/NV and The Bank of New York).

For the year ended 30 September 2022 the Company’s

risk management and internal controls were subject to

review by the Committee, which included internal

controls in place to support the Company’s fund

administration activities. The COVID-19 pandemic and

recovery as well as the conflict in Ukraine continue to

provide uncertainty across many risks faced by the

Company, primarily market and operational risk. The

Committee remained satisfied that the Company’s risk

management and internal controls functioned as

planned. The Committee noted that the Company’s

business continuity plan continued to work as intended

and operations and service levels were maintained.

The Committee also noted that the major service

provider operations and service levels were maintained.

Lastly, the Committee noted the audit approach

undertaken by the auditor in the course of the year end

audit. These, together with the Committee’s own

review, meant that the Committee considers that the

Company’s risk management and internal controls

have been, and are, adequate and effective.

Risk Assessment

The Audit Committee considered the requirements of

the AIC Code which require a robust assessment of

the emerging and principal risks facing the Company,

including those that would threaten its business model,

future performance, solvency or liquidity. The principal

and emerging risks facing the Company and how they

are being managed are detailed on pages 25 and 26 in

the Business Review section of the Strategic Report.

The Committee reviews these risks and mitigating

controls in its meetings in May and December. The

Board, at each meeting, receives reports on

operational matters and reviews a Key Risks Summary

which outlines the key and emerging risks, and

changes thereto.

Compliance, Whistleblowing and Fraud

The Company uses outsourced service providers for

certain arrangements as part of its operations. The

Committee and the Board receive reports regarding the

internal control environment and compliance function

of the Fund Manager and other major service

providers, including procedures for whistleblowing and

for detecting fraud and bribery.

The Committee also seeks assurances from service

providers that their appropriate whistleblowing

procedures enable their staff to raise concerns about

possible improprieties in a confidential manner.

The Company has in place a compliance manual,

tailored to its size and the nature of its business, which

has procedures and policies in place to provide for

whistleblowing and fraud detection.

On behalf of the Board

A Mark J Little

Chairman of the Audit Committee

19 December 2022

46 MAJEDIE INVESTMENTS PLC

Annual Statement

The membership of the Remuneration Committee

changed during the year, following the retirement of

Mr RDC Henderson as Chairman and Non-Executive

Director at the AGM on 19 January 2022. No new

appointments to the Remuneration Committee were

made during the year. The Company Secretary, Link

Company Matters Limited, acts as Secretary to the

Remuneration Committee, and the Committee’s terms

of reference are available on request or may be

obtained from the Company’s website.

At its meeting in October 2022, the Remuneration

Committee decided that, in implementing the

Company’s remuneration policy:

• there should be no change to the remuneration of

the Non-Executive Directors in respect of the

financial year ended 30 September 2023;

• Mr Barlow’s basic salary will increase by 4% as from

1 October 2022. There is no change to his other

benefits nor to his bonus scheme.

In reaching their decisions the Remuneration

Committee considered the remuneration rates of

comparable investment entities and the prevailing rate

of inflation. No external consultants were used.

Additionally, Mr JWM Barlow, under the approved bonus

scheme, is entitled to a bonus of £25,000 in any

financial year in which the Company’s issued share

capital is increased by at least 5%, rising to £50,000

on a straight-line basis if it increases by 10%. No

bonus will be paid in the absence of any such

increase, and no other bonus arrangements have been

proposed.

During the financial year ended 30 September 2022 no

shares were issued. Mr Barlow did not therefore qualify

for a performance bonus under this bonus scheme.

No discretion was exercised during the year in relation

to Directors’ remuneration. Save as set out above

there are no changes to the way in which the Board

intends to implement the Company’s remuneration

policy.

During the year, the Remuneration Committee received

material advice from the Company Secretary on

changes to law, regulations and practice as part of

their normal services to the Company.

J M Lewis

Chairman of the Remuneration Committee

19 December 2022

Report on Directors’ Remuneration

REPORT & ACCOUNTS 2022 47

Directors’ Remuneration Policy

In accordance with the requirements of Schedule 8 of

the Large and Medium Sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations

2013, as amended, (the Regulations), an ordinary

resolution to approve the new Directors’ Remuneration

Policy was approved at the Company’s Annual General

Meeting on 20 January 2021. It is proposed that the

approved new policy remain in force until the Annual

General Meeting of the Company in 2024, at which

time a further resolution will be proposed. The

approved policy is available for inspection by

shareholders on the Company’s website at

www.majedieinvestments.com.

AUDITED SECTION

Annual Report

The remuneration of the Directors for the year ended

30 September 2022 was as follows:

Salaries

& Fees

Taxable

Benefits Bonus

Total

Remuneration

2022

£000

2021

£000

2022

£000

2021

£000

2022

£000

2021

£000

2022

£000

2021

£000

Non-executive Directors

Mr CD Getley* 48 32 48 32

Ms JM Lewis 35 35 35 35

Mr AMJ Little 35 35 35 35

Mr RW Killingbeck 32 32 32 32

Mr RDC Henderson* 16 55 16 55

Fees sub-total 166 189 166 185

Executive Director

Mr JWM Barlow 199 192 13 9 212 201

Total 365 381 13 9 378 390

* Mr RDC Henderson retired as Chairman and Non-Executive Director

and Mr CD Getley was appointed as Chairman on 19 January 2022

Total Remuneration for the year, and prior year, is

classed as fixed remuneration (there were no bonuses

due in either period). Mr JWM Barlow’s taxable benefits

relate to healthcare costs (he receives no pension

contributions). Directors’ fees were set at £55,000 per

annum for the Chairman and £31,500 basic, per

annum, for each of the other Non-Executive Directors.

In addition, there is a £3,500 per annum supplement

for the Chairman of each of the Audit and

Remuneration Committees.

There have been no payments to past Directors during

the financial year ended 30 September 2022, whether

for loss of office or otherwise.

Scheme interests awarded during financial year

The Company does not operate any share incentive

schemes.

Directors’ Interests

The Company does not have any requirement or

guidelines for any Director to own shares in the

Company.

The interests of the Directors’ of the Company,

including their connected persons, in securities of the

Company are as follows:

No of fully paid

ordinary 0.1p shares

Directors’ Interests Type of holding 30 September

2022

30 September

2021

Mr CD Getley Beneficial 36,830 36,830

Ms JM Lewis Beneficial 8,000 8,000

Mr AMJ Little Beneficial 9,879 9,879

Mr RW Killingbeck Beneficial 20,000 20,000

Mr JWM Barlow Beneficial 409,224 409,224

Non-beneficial 3,111,110 3,111,110

Mr RDC Henderson* Beneficial n/a 24,700

* Retired January 2022

There were no changes in the Directors’ interests

between 30 September and 19 December 2022.

NON AUDITED SECTION

Performance

Set out below is a graph showing the total shareholder

return attributable to the shares in the Company in

respect of the ten financial years ended September

2022, and a hypothetical portfolio constructed

according to a benchmark equity index, calculated as

70% FTSE All-Share Index and 30% FTSE World ex UK

Index (Sterling) to September 2016 and the MSCI All

Country World Index (Sterling) in the same proportions

thereafter. This composite is the comparator for the

purpose of this graph as it includes a global equity

weighting appropriate to a global equity trust and was

(using the pre-September 2016 indices), the Company’s

benchmark at the start of the ten-year period.

48 MAJEDIE INVESTMENTS PLC

Total Shareholder Return v Benchmark for the

10 years ended 30 September 2022

Directors fees

The table below shows the change in directors fees

over the past 5 years.

Ned Fees FY 2022 FY 2021 FY 2020 FY 2019 FY 2018

Chairman 55,000 55,000 55,000 65,000 65,000

Non-exec

Director 31,500 31,500 31,500 31,500 31,500

Chairman of

Audit

Committee 3,500 3,500 3,500 3,500 3,500

Chairman of

Remuneration

Committee 3,500 3,500 3,500 3,500 3,500

Total 93,500 93,500 93,500 103,000 103,000

Remuneration of the Director undertaking the role of

Chief Executive Officer

The table below sets out the remuneration of the

Director of the Company who fulfils a role most closely

corresponding to that of chief executive officer (CEO)

over the preceding ten financial years:

Year ended

Director

undertaking

role of CEO

Total

remuneration

Current year

variable

remuneration

awarded vrs

maximum

potential

value

Prior year or

future year

awards vested

vrs maximum

potential

value

30 Sep 2022 Mr JWM Barlow £206,716 0% 0%

30 Sep 2021 Mr JWM Barlow £201,828 0% 0%

30 Sep 2020 Mr JWM Barlow £201,122 0% 0%

30 Sep 2019 Mr JWM Barlow £196,178 0% 0%

30 Sep 2018 Mr JWM Barlow £190,511 0% 0%

30 Sep 2017 Mr JWM Barlow £185,618 0% 0%

30 Sep 2016 Mr JWM Barlow £180,559 0% 0%

30 Sep 2015 Mr JWM Barlow £215,649 44%* 0%

30 Sep 2014 Mr JWM Barlow £153,358 0% 0%

30 Sep 2013 Mr JWM Barlow £143,531 0% 0%

30 Sep 2012 Mr JWM Barlow £166,640 0% 0%

* Reflects the £40,000 bonus as against the maximum bonus potential

of £90,000.

Annual percentage change in remuneration of

Directors and employees

The table below sets out the changes in the disclosed

elements of the remuneration of each Director as

compared to employees of the Company:

Period &

Type Notes

Mr RDC

Henderson

MS JM

Lewis

Mr AMJ

Little

Mr CD

Getley

Mr RW

Killingbeck

Mr JWM

Barlow Staff

Salary &

Fees

30 Sep

2022

2, 3

& 4

+0.0% +0.0% +0.0% +52.4% +0.0% +3.0% +3.0%

30 Sep

2021

2, 3

& 4

+0.0% +0.0% +0.0% +0.0% +0.0% +1.0% +1.0%

Taxable

Benefits

30 Sep

2022

5 -10.0 -9.5%

30 Sep

2021

5 -11.8 -8.3%

Bonus

30 Sep

2022

6 +0.0% +0.0%

30 Sep

2021

6 +0.0% +0.0%

Notes:

1. The table shows the average annual percentage change in each

Director’s remuneration as compared to the average employee (on a

Full Time Equivalent basis). In accordance with the regulations this is

for the two financial years as shown above. The Non-Executive

Directors are not eligible for benefits or variable remuneration.

2. The change Mr CD Getley fees reflected his appointment as

Chairman of the Board in 2022, which attracts a fee supplement.

3. The change in Mr JWM Barlow’s salary reflects the salary increase

as detailed in the relevant year’s annual report.

4. Average staff salaries have increased, reflecting cost of living

increases in 2022 and 2021. Given the small number of staff the

impact in monetary terms is small.

5. The percentage movements in taxable benefits for 2022 and 2021

reflect firstly, various cost inflation type increases and secondly,

decreases due to re-pricing by some of the relevant providers.

Again, the actual amounts involved in monetary terms is small.

6. No bonus was paid to a member of staff in the year and there were

no bonuses paid in 2022.

External appointments

The Board supports any Executive Director taking up

appointments outside the Company to broaden their

knowledge and experience, from which they may retain

any fee. External appointments are subject to

agreement and reported to the Board. Any external

appointment must not conflict with the Director’s duties

and commitments to the Company.

During the year, Mr JWM Barlow was a non-executive

director of Strategic Equity Capital PLC for which he

received fees on the basis of £27,500 in the year

(2021: £25,250).

Benchmar

Share Price

2012 202220212020201920182017201520142013 2016

2.00

1.00

1.25

1.75

1.5

Report on Directors’ Remuneration

REPORT & ACCOUNTS 2022 49

Relative importance of spend on pay

The table below sets out, in respect of the financial

year ended 30 September 2022 and the preceding

financial year:

a) administration expenditure of the Company;

b) aggregate remuneration paid to or receivable by all

employees of the Company;

c) distributions made to shareholders by way of

dividend or share buyback.

Statement of implementation of Remuneration

Policy in respect of the financial year ending

30 September 2023

Non Executive Directors

The Remuneration Committee has reviewed Directors’

fees during the financial year, and does not expect to

recommend any further change in the absence of

unforeseen circumstances.

CEO

The Remuneration Committee intends to review the

salary of the CEO in light of prevailing market

conditions. It intends to operate Mr JWM Barlow’s

bonus scheme in accordance with its terms as set out

in the Remuneration Policy.

Remuneration Responsibilities

During the financial year, the members of the

Remuneration Committee were Ms JM Lewis (chair),

Mr CD Getley, Mr AMJ Little and Mr RW Killingbeck.

No person provided services or advice to the

Remuneration Committee which materially assisted

the Committee.

Statement of voting at General Meeting

At the annual general meeting of the Company held on

19 January 2022, a resolution was proposed by the

Company to approve the Report on Directors’

Remuneration for the year ended 30 September 2021.

For this resolution 99.8% of the votes cast were in

favour with 0.2% against and 0.0% of the votes being

withheld.

At the annual general meeting of the Company held on

20 January 2021, a resolution was proposed by the

Company to approve the new Directors’ Remuneration

Policy. For this resolution 99.9% of the votes cast were

in favour with 0.1% against and 0.0% of the votes

being withheld.

Basis of preparation

This report has been prepared in accordance with the

requirements of Schedule 8 of the Large and Medium

Sized Companies and Groups (Accounts and Reports)

(Amendment) Regulations 2013, as amended, as

required by the Companies Act 2006. The report also

meets the relevant requirements of the Listing Rules of

the Financial Conduct Authority and describes how the

Board has applied the principles relating to the

Directors’ remuneration.

The Report on Directors’ Remuneration on pages 46 to

49 was approved by the Board on 19 December 2022.

On behalf of the Board

JM Lewis

Chairman of the Remuneration Committee

19 December 2022

Admin Expenses

2022

2021

£’000’s£’000’s

Total Sta Remuneration Dividends/Buybacks

50 MAJEDIE INVESTMENTS PLC

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual

Report and the Company financial statements in

accordance with applicable United Kingdom law.

Under that Law, the Directors are required to prepare

the financial statements in accordance with UK

adopted international accounting standards. Under

Company Law the Directors must not approve the

Company financial statements unless they are satisfied

that they present fairly the financial position, financial

performance and cash flows of the Company for that

period. In preparing the Company financial statements

the Directors are required to:

• select suitable accounting policies in accordance

with IAS 8: Accounting Policies, Changes in

Accounting Estimates and Errors and then apply

them consistently;

• present information, including accounting policies, in

a manner that provides relevant, reliable,

comparable and understandable information;

• provide additional disclosures when compliance with

the specific requirements in UK adopted

international accounting standards are insufficient to

enable users to understand the impact of particular

transactions, other events and conditions on the

Company’s financial position and financial

performance;

• state that the Company has complied with UK

adopted international accounting standards, subject

to any material departures disclosed and explained

in the financial statements;

• make judgements and estimates that are reasonable

and prudent; and

• state that the Annual Report, taken as a whole, is

fair, balanced and understandable and provides

sufficient information to allow shareholders to

assess the Company’s performance.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s transactions and disclose with

reasonable accuracy at any time the financial position

of the Company and enable them to ensure that the

Company financial statements comply with the

Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence for

taking reasonable steps for the prevention and

detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report, a

Corporate Governance Statement, a Directors’

Remuneration Report and a Directors’ Report that

comply with that law and those regulations.

The Directors of the Company, whose names are

shown on page 29 of this Report, each confirm to the

best of their knowledge that:

• the financial statements, which have been prepared

in accordance with UK adopted International

Accounting Standards, give a true and fair view of

the assets, liabilities, financial position and loss of

the Company;

• the Annual 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; and

• they consider 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 performance, business

model and strategy.

By order of the Board

Christopher D Getley

Chairman

19 December 2022

REPORT & ACCOUNTS 2022 51

Report of the Depositary

Report of the Depositary to the shareholders of

Majedie Investments PLC

Depositary’s responsibilities

The Depositary is responsible for the safekeeping of all

custodial assets of the Company, for verifying and

maintaining a record of all other assets of the Company

and for the collection of income that arises from

those assets.

It is the duty of the Depositary to take reasonable care

to ensure that the Company is managed in accordance

with the UK Alternative Investment Fund Managers

Directive (UK AIFMD), the FUND Sourcebook and the

Company’s Instrument of Incorporation, in relation to

the calculation of the net asset value per share and the

application of income of the Company. The Depositary

also has a duty to monitor the Company’s compliance

with investment restrictions and leverage limits set in its

offering documents.

Report of the Depositary to the shareholders of

Majedie Investments PLC for the year ended

30 September 2022

Having carried out such procedures as we consider

necessary to discharge our responsibilities as

Depositary of the Company, it is our opinion, based on

the information available to us and the explanations

provided, that in all material respects the Company,

acting through the AIFM has been managed in

accordance with UK AIFMD, the FUND sourcebook,

the Instrument of Incorporation of the Company in

relation to the calculation of the net asset value per

share, the application of income of the Company; and

with investment restrictions and leverage limits set in its

offering documents.

For and on behalf of

The Bank of New York Mellon (International) Limited

One Canada Square

London E14 5AL

52 MAJEDIE INVESTMENTS PLC

Report of the Independent Auditor

Independent Auditor’s Report to the Members of Majedie Investments PLC

Opinion

We have audited the financial statements of Majedie Investments PLC for the year ended 30 September 2022 which

comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Balance Sheet, the

Cashflow Statement and the related notes 1 to 24, including a summary of significant accounting policies. The

financial reporting framework that has been applied in their preparation is applicable law and UK adopted

international accounting standards.

In our opinion, the financial statements:

• give a true and fair view of the Company's affairs as at 30 September 2022 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s 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 are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and

we have fulfilled our other ethical responsibilities in accordance with these requirements.

REPORT & ACCOUNTS 2022 53

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 the period to 19 December 2023 being 12 months from when the financial statements are authorised

for issue.

In relation to the Company’s 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. However, because not all future events or conditions can be predicted, this

statement is not a guarantee as to the Company’s ability to continue as a going concern.

Overview of our audit approach

Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the

classification of special dividends as revenue or capital items in the

Statement of Comprehensive Income

• Risk of incorrect calculation and recording of sale consideration of

investment in Majedie Asset Management Limited (‘MAM’)

• Risk of incorrect valuation or ownership of the investments

Materiality • Overall materiality of £1.17m which represents 1% of the net asset

value of the Company as at 30 September 2022.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain

independent of the Company in conducting the audit.

Conclusions relating to going concern

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. Our evaluation of the Directors’ assessment

of the Company’s ability to continue to adopt the going concern basis of accounting included:

• Confirmation of our understanding of the Company’s going concern assessment process and engagement with

the Directors and the Company Secretary to determine if all key factors that we have become aware of during

our audit were considered in their assessment.

• Inspection of the Directors’ assessment of going concern, including the revenue forecast, for the period to

19 December 2023. In preparing the forecast, the Company has concluded that it is able to continue to meet its

ongoing costs as they fall due.

• Reviewing the factors and assumptions, including the impact of the COVID-19 pandemic and the Russia/Ukraine

conflict, as applied to the revenue forecast. Considered the appropriateness of the methods used to calculate the

forecast and the liquidity assessment and determined, through testing of the methodology and calculations, that the

methods utilised were appropriate to be able to make an assessment for the Company.

• Consideration of the mitigating factors included in the revenue forecasts that are within the control of the

Company. Reviewing the Company’s assessment of the liquidity of investments held and evaluation of the

Company’s ability to sell those investments to cover the working capital requirements should its revenue decline

significantly.

• Reviewing the Company’s going concern disclosures included in the Annual Report in order to assess that the

disclosures were appropriate and in conformity with the reporting standards.

54 MAJEDIE INVESTMENTS PLC

An overview of the scope of our audit

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine

our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into

account size, risk profile, the organisation of the Company and effectiveness of controls, including controls and

changes in the business environment when assessing the level of work to be performed. All audit work was

performed directly by the audit engagement team.

Climate change

There has been increasing interest from stakeholders as to how climate change will impact the Company. The

Company has determined that the impact of climate change could affect the Company’s investments and their

valuations and potentially shareholder returns. These are explained on pages 25 and 26 in the principal and

emerging risks section, which form part of the “Other information”, rather than the audited financial statements. Our

procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent

with the financial statements, or our knowledge obtained in the course of the audit or otherwise appear to be

materially misstated.

Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the

financial statements as set out in Note 1 and the conclusion that there was no further impact of climate change to

be taken into account. In line with UK adopted International Accounting Standards investments are valued at fair

value, which for the Company are quoted bid prices for investments in active markets at the balance sheet date. All

investments therefore reflect the market participants view of climate change risk on the investments held by the

Company. We also challenged the Directors’ considerations of climate change in their assessment of viability and

associated disclosures.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our 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) that we identified. These matters included 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 were addressed in the context of our audit of the financial statements as a whole, and in our opinion

thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk

Key observations communicated to

the Audit Committee

Risk of incomplete or inaccurate

revenue recognition, including the

classification of special dividends as

revenue or capital items in the

Statement of Comprehensive Income

Refer to the Report of the Audit

Committee (page 43); Accounting

policies (page 67); and Note 3 of the

Financial Statements (page 73)

The Company has reported revenue of

£3.92m (2021: £6.15m).

We performed the following

procedures:

• Walked through the revenue

recognition and classification of

special dividends processes and

obtained an understanding of the

design and implementation of the

controls;

The results of our procedures identified

no material misstatement in relation to

the risk of incomplete or inaccurate

revenue recognition, including

classification of special dividends as

revenue or capital items in the

Statement of Comprehensive Income.

Report of the Independent Auditor

Independent Auditor’s Report to the Members of Majedie Investments PLC

REPORT & ACCOUNTS 2022 55

Risk Our response to the risk

Key observations communicated to

the Audit Committee

During the year, the Company received

special dividends amounting to

£0.93m (2021: £0.62m), of which

£0.22m (2021: £0.13m) was classified

as revenue and £0.71m (2021: £0.49)

as capital.

In addition, in March 2022 the

Company has received a dividend

from MAM amounted to £6.5m which

was classified as capital.

There is a risk of incomplete or

inaccurate recognition of revenue

through failure to recognise proper

income entitlements or to apply an

appropriate accounting treatment.

In addition to the above, the Directors

may, in certain circumstances, exercise

judgment in determining whether

income received in the form of special

dividends should be classified as

‘revenue’ or ‘capital’ in the Statement

of Comprehensive Income.

• For a sample of dividends

received, we recalculated the

income by multiplying the

investment holdings at the

ex-dividend date, traced from the

accounting records, by the

dividend rate as agreed to an

independent data vendor. We

agreed the amounts received to

bank statements and, where

applicable, we also agreed the

exchange rates to an external

source;

• To test completeness of recorded

income, for a sample of investee

companies we tested that all

expected dividends had been

recorded as income with reference

to investee company

announcements obtained from an

independent data vendor;

• For all dividends accrued at the

year end, we reviewed the

investee company

announcements to assess

whether the obligation arose prior

to 30 September 2022. We

agreed the dividend rate to

corresponding announcements

made by the investee company,

recalculated the amount

receivable and agreed the

subsequent cash receipts to post-

year end bank statements where

applicable; and

• Identified the special dividends

above our testing threshold and

assessed the appropriateness of

Company’s classification by

reviewing the rationale for

distribution of the special

dividends received and agreed

with the allocation to revenue or

capital.

56 MAJEDIE INVESTMENTS PLC

Risk Our response to the risk

Key observations communicated to

the Audit Committee

Risk of incorrect calculation and

recording of sale consideration of

investment in MAM

Refer to the Report of the Audit

Committee (page 43); Accounting

policies (pages 65 to 69); and Note 13

of the Financial Statements (pages 79

to 82).

Liontrust Asset Management Plc

(‘Liontrust’) purchased the entire capital

of MAM on 7 December 2021, in which

the Company had a 17.6%

shareholding. The consideration for

MAM sale consisted of Liontrust shares

and cash. There was also a deferred

consideration of cash and Liontrust

shares which may be due three years

after completion that was dependent

on future investment performance and

growth in assets under management.

As at the year-end no deferred

consideration was recognised. There is

a risk that deferred consideration is not

correctly accounted for as at the

year-end.

We performed the following

procedures:

• Reviewed the share purchase

agreement;

• Agreed cash consideration

received to bank statements;

• Agreed shares consideration to

the share purchase agreement

and to the price of shares at date

of transaction to third party

vendors. The year-end holdings in

Liontrust shares have been

agreed to custodian confirmation;

• Challenged management on the

recognition criteria for deferred

consideration as at the year-end

and concluded there were no

material deferred consideration to

recognise;

• Assessed the disclosure made in

the financial statements in relation

to sale are in accordance with UK

adopted International Accounting

Standards.

The results of our procedures identified

no material misstatement in relation to

the risk of incorrect calculation and

recording of sale consideration of

investment in MAM.

Report of the Independent Auditor

Independent Auditor’s Report to the Members of Majedie Investments PLC

REPORT & ACCOUNTS 2022 57

Risk Our response to the risk

Key observations communicated to

the Audit Committee

Incorrect valuation or ownership of

investments

Refer to the Report of the Audit

Committee (page 43); Accounting

policies (page 69); and Note 13 of the

Financial Statements (pages 79 to

82).

The valuation of the investment

portfolio as at the year-end was

£131.60m (2021: £145.47m).

The valuation of the assets held in the

investment portfolio is the key driver

of the Company’s net asset value and

total return. Incorrect asset pricing or

a failure to maintain proper legal title

of the assets held by the Company

could have a significant impact on the

portfolio valuation and the return

generated for shareholders.

The fair value of listed investments is

determined using quoted market bid

prices at close of business on the

reporting date.

We performed the following

procedures:

• Walked through the investment

valuation process to obtain an

understanding of the design of the

controls surrounding valuation of

investments;

• For equity investments and

investments in Liontrust funds, we

compared the market prices and

exchange rates applied to an

independent pricing vendor and

recalculated the investment

valuations as at the year-end;

• We inspected the stale pricing

report to identify prices that had not

changed and verified whether the

listed price is a valid fair value; and

• We compared the Company’s

investment holdings at

30 September 2022 to independent

confirmation received directly from

the Company’s Custodian and

Depositary.

The results of our procedures

identified no material misstatement in

relation to the risk of incorrect

valuation or ownership of investments.

There were no changes to the key audit matters.

Our application of materiality

We apply the concept of materiality in planning and

performing the audit, in evaluating the effect of

identified misstatements on the audit and in forming

our audit opinion.

Materiality

The magnitude of an omission or misstatement that,

individually or in the aggregate, could reasonably be

expected to influence the economic decisions of the

users of the financial statements. Materiality provides a

basis for determining the nature and extent of our

audit procedures.

We determined materiality for the Company to be

£1.17m (2021: £1.52m), which is 1% (2021: 1%) of

Net Asset Value. We believe that the Net Asset Value

provides us materiality aligned to the key measure of

the Company’s performance.

Performance materiality

The application of materiality at the individual account

or balance level. It is set at an amount to reduce to an

appropriately low level the probability that the

aggregate of uncorrected and undetected

misstatements exceeds materiality.

On the basis of our risk assessments, together with

our assessment of the Company’s overall control

environment, our judgement was that performance

materiality was 75% (2021: 75%) of our planning

materiality, namely £0.88m (2021: £1.14m). We have

set performance materiality at this percentage due to

our past experience of the audit that indicates a lower

risk of misstatements, both corrected and uncorrected.

Given the importance of the distinction between

revenue and capital for investment trusts, we also

applied a separate testing threshold for the revenue

column of the Statement of Comprehensive Income of

£0.14m (2021: £0.25m) being 5% (2021: 5%) of

revenue profit before tax.

58 MAJEDIE INVESTMENTS PLC

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of

£0.06m (2021: £0.08m), which is set at 5% of planning materiality, as well as differences below that threshold that,

in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above

and in light of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report other than the financial statements and

our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in this report, we do not express any form of assurance conclusion thereon.

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 course of the audit or otherwise appears to

be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required

to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the

work we have performed, we conclude that there is a material misstatement of the other information, we are required

to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

• the Strategic report and Directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the

audit, we have not identified material misstatements in the Strategic report or Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us

to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from

branches not visited by us; 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; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Report of the Independent Auditor

Independent Auditor’s Report to the Members of Majedie Investments PLC

REPORT & ACCOUNTS 2022 59

Corporate Governance Statement

We have reviewed the Directors’ statement 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 by the Listing Rules.

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 or our knowledge obtained

during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and

any material uncertainties identified set out on page 36;

• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and

why the period is appropriate set out on pages 35 and 36;

• Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in

operation and meets its liabilities set out on page 36;

• Directors’ statement on fair, balanced and understandable set out on page 42;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on

page 36;

• The section of the annual report that describes the review of effectiveness of risk management and internal

control systems set out on page 41 ; and;

• The section describing the work of the Audit Committee set out on pages 42 to 45.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 50, the Directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the Directors 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.

Auditor’s 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 auditor’s 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line

with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to

which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with

governance of the Company and management.

60 MAJEDIE INVESTMENTS PLC

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and

determined that the most significant are UK adopted International Accounting Standards, the Companies Act

2006, the Listing Rules, the UK Corporate Governance Code, the Association of Investment Companies’ Code

and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010, and the Companies

(Miscellaneous Reporting) Regulations 2018.

• We understood how Majedie Investments PLC is complying with those frameworks through discussions with the

Audit Committee and the Company Secretary and a review of the Company’s documented policies and

procedures.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how

fraud might occur by considering the key risks impacting the financial statements. We identified a fraud risk with

respect to management override in relation to calculation and recording of sale consideration of investment in

MAM and the classification of special dividends as revenue or capital items in the Statement of Comprehensive

Income (which are key audit matters). Further discussion of our approach is set out in the section on key audit

matters above.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and

regulations. Our procedures involved review of the reporting to the Directors with respect to the application of the

documented policies and procedures, review of minutes, enquiries with those charged with governance and

review of the financial statements to ensure compliance with the reporting requirements applicable to the

Company.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor’s report.

Other matters we are required to address

• Following the recommendation from the Audit Committee, we were appointed by the Company on 18 January 2008

to audit the financial statements for the year ending 30 September 2008 and subsequent financial periods. The period

of total uninterrupted engagement including previous renewals and reappointments is 15 years, covering the years

ending 2008 to 2022.

• The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain

independent of the Company in conducting the audit.

• The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members

those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Ashley Coups (Senior statutory auditor)

For and on behalf of Ernst & Young LLP,

Statutory Auditor

London

19 December 2022

Report of the Independent Auditor

Independent Auditor’s Report to the Members of Majedie Investments PLC

REPORT & ACCOUNTS 2022 61

Statement of Comprehensive Income

for the year ended 30 September 2022

2022 2021

Notes

Revenue

return

£000

Capital

return

£000

Total

£000

Revenue

return

£000

Capital

return

£000

Total

£000

Investments

Gains/(losses) on investments at fair

value through profit or loss 13 (29,848) (29,848) 23,839 23,839

Net Investment Result (29,848) (29,848) 23,839 23,839

Income

Income from investments 3 3,835 3,835 6,078 6,078

Other income 3 81 81 70 70

Total income 3,916 3,916 6,148 6,148

Expenses

Management fees 4 (75) (226) (301) (76) (228) (304)

Administration expenses 5 (673) (746) (1,419) (681) (573) (1,254)

Return/(loss) before finance costs

and taxation 3,168 (30,820) (27,652) 5,391 23,038 28,429

Finance costs 8 (388) (1,146) (1,534) (387) (1,145) (1,532)

Net return/(loss) before taxation 2,780 (31,966) (29,186) 5,004 21,893 26,897

Taxation 9 (22) (22) (15) (15)

Net return/(loss) after taxation for

the year 2,758 (31,966) (29,208) 4,989 21,893 26,882

Return/(loss) per Ordinary Share

pence pence pence pence pence pence

Basic 11 5.2 (60.3) (55.1) 9.4 41.3 50.7

The total column of this statement is the Statement of Comprehensive Income of the Company. There is no other

comprehensive income for the year and hence the net return/(loss) after taxation for the year is also total

comprehensive income. All amounts relate to continuing operations.

62 MAJEDIE INVESTMENTS PLC

Statement of Changes in Equity

for the year ended 30 September 2022

Notes

capital

£000

premium

£000

Capital

redemption

reserve

£000

Capital

reserve

£000

Revenue

reserve

£000

Total

£000

Year ended 30 September 2022

As at 1 October 2021 5,300 3,054 100 119,393 24,306 152,153

Share buybacks for cancellation 17 (1) 1 (16) (16)

Net return for the year (31,966) 2,758 (29,208)

Dividends declared and paid in year 10 (6,042) (6,042)

As at 30 September 2022 5,299 3,054 101 87,411 21,022 116,887

Year ended 30 September 2021

As at 1 October 2020 5,301 3,054 99 97,518 25,361 131,333

Share buybacks for cancellation 17 (1) 1 (18) (18)

Net return for the year 21,893 4,989 26,882

Dividends declared and paid in year 10 (6,044) (6,044)

As at 30 September 2021 5,300 3,054 100 119,393 24,306 152,153

REPORT & ACCOUNTS 2022 63

Notes

2022

£000

2021

£000

Non-current assets

Property and equipment 12 183 244

Investments at fair value through profit or loss 13 131,598 170,550

131,781 170,794

Current assets

Trade and other receivables 14 409 400

Cash and cash equivalents 15 6,746 3,162

7,155 3,562

Total assets 138,936 174,356

Current liabilities

Trade and other payables 16 (1,289) (1,405)

Total assets less current liabilities 137,647 172,951

Non-current liabilities

Debenture and lease liability 16/19 (20,760) (20,798)

Total liabilities (22,049) (22,203)

Net assets 116,887 152,153

Represented by:

Ordinary share capital 17 5,299 5,300

Share premium account 3,054 3,054

Capital redemption reserve 101 100

Capital reserve 87,411 119,393

Revenue reserve 21,022 24,306

Equity Shareholders' Funds 116,887 152,153

Net asset value per share 18

pence pence

Basic 220.6 287.1

Approved by the Board of Majedie Investments PLC (Company no 00109305) and authorised for issue on

19 December 2022.

Christopher D Getley

Chairman

Balance Sheet

as at 30 September 2022

64 MAJEDIE INVESTMENTS PLC

Cash Flow Statement

for the year ended 30 September 2022

Notes

2022

£000

2021

£000

Net cash flow from operating activities

Net return/(loss) before taxation* (29,186) 26,897

Adjustments for:

Losses/(gains) on investments 13 29,848 (23,839)

Accumulation dividends 3 (528) (326)

Depreciation 12 63 66

Foreign exchange losses/(gains) (2) 2

Purchases of investments (37,216) (47,536)

Sales of investments 46,647 46,496

9,626 1,760

Finance costs 1,533 1,532

Operating cashflows before movements in working capital 11,159 3,292

Increase/(decrease) in trade and other payables 120 42

(Increase)/decrease in trade and other receivables (17) (106)

Net cash inflow from operating activities before tax 11,262 3,228

Tax recovered on overseas dividend income 7 19

Tax paid on overseas dividend income (37) (24)

Net cash inflow from operating activities 11,232 3,223

Investing activities

Purchase of tangible assets (1) (1)

Initial direct costs incurred for the right-of-use asset (15)

Net cash outflow from investing activities (1) (16)

Financing activities

Interest paid on debentures 19 (1,501) (1,501)

Interest paid on lease liability 19 (5) (6)

Dividends paid 10 (6,042) (6,044)

Lease liability principal repayments 19 (65) (19)

Share buybacks for cancellation 17 (34)

Net cash outflow from financing activities (7,647) (7,570.00)

(Decrease)/increase in cash and cash equivalents for the year 3,584 (4,363)

Cash and cash equivalents at start of year 3,162 7,525

Cash and cash equivalents at end of year 6,746 3,162

* Includes dividends received in the year of £3,320,000 (2021: £5,652,000) and interest received of £17,000 (2021: £Nil).

REPORT & ACCOUNTS 2022 65

Notes to the Accounts

General Information

Majedie Investments PLC is a company incorporated and domiciled in England under the Companies Act 2006. The

Company is registered as a public limited company and is an investment company as defined by Section 833 of the

Companies Act 2006. The address of the registered office is given on page 103. The nature of the Company’s

operations and its principal activities are set out in the Business Review section of the Strategic Report on pages 22

to 26.

1 Significant Accounting Judgements, Estimates and Assumptions

The preparation of financial statements in accordance with UK adopted International Accounting Standards requires

management to exercise its judgement in the process of applying the Company’s accounting policies. It also

requires the use of certain significant estimates and assumptions.

In the course of preparing the financial statements, no critical judgements have been made in the process of

applying the Company’s accounting policies, apart from those involving estimates, which are shown separately

below, that have had a significant effect on the amounts recognised in the financial statements.

The following are the areas where critical estimates and assumptions have been used:

• Unquoted Investments

Unquoted investments are valued at management’s best estimate of fair value in accordance with UK adopted

International Accounting Standards having regard to International Private Equity and Venture Capital Valuation

guidelines as recommended by the British Venture Capital Association. The principles which the Company applies

are set out on pages 69 to 71. The inputs into the valuation methodologies adopted include historical data such

as earnings or cash flow as well as more subjective data such as earnings forecasts, discount rates and earnings

multiples. As a result of this, the determination of fair value requires management judgement. At the year end,

unquoted investments (excluding the Liontrust funds) represent 0% (2021: 14.6%) of Equity Shareholders’ Funds.

66 MAJEDIE INVESTMENTS PLC

1 Significant Accounting Policies

The principal accounting policies adopted are set out as follows:

The accounts on pages 61 to 94 comprise the audited results of the Company for the year ended 30 September

2022, and are presented in pounds Sterling rounded to the nearest thousand, as this is the functional currency in

which the Company transactions are undertaken.

Going Concern

As part of the assessment of going concern the Directors took into account the uncertain economic outlook

associated with ongoing COVID-19 pandemic, political instability globally, supply shortages, inflationary pressures

and the war in Ukraine which included the level of cash and cash equivalents and readily realisable securities which

could meet short-term commitments, the ability of the Company to meet its liabilities and on-going expenses from

investments, revenue forecasts for the forthcoming year, the ability of the Company and its service providers to

continue to meet service levels and lastly performing stress testing (see page 36). The directors have considered the

climate related risks on the Company and have concluded any impact would be minimal given the investments are

valued using quoted market prices which factor in such risks (see note 22). After completing the assessment, the

Directors have a reasonable expectation that the Company will be able to meet its obligations to

19 December 2023, being twelve months from the date of approval of the financial statements and therefore the

financial statements have been prepared on a going concern basis.

Presentation of Statement of Comprehensive Income

In order to reflect the activities of an investment company and in accordance with guidance issued by the AIC,

supplementary information which analyses the Statement of Comprehensive Income between items of a revenue or

capital nature has been presented alongside the Statement of Comprehensive Income. Additionally, the net revenue

is the measure that the Directors believe to be appropriate in assessing the Company’s compliance with certain

requirements as set out in section 1158 of the Corporation Tax Act 2010.

Basis of Accounting

The accounts of the Company have been prepared in accordance with UK adopted International Accounting

Standards.

Where presentational guidance set out in the SORP regarding the financial statements of investment companies and

venture capital companies issued by the AIC in October 2019 is not inconsistent with the requirements of UK

adopted international accounting standards, the Directors have sought to prepare the financial statements on a

basis compliant with the recommendations of the SORP.

Standards Issued But Not Yet Effective

At the date of authorisation of these financial statements, the following relevant Standards and Interpretations have

not been applied in these financial statements since there were in issue but not yet effective and/or adopted:

UK adopted International Accounting Standards and Interpretations (IAS/IFRS/IFRICs) Effective Date

Amendments to the conceptual framework for financial reporting 1 January 2022

Amendments to IAS 1 and IAS 8 1 January 2023

The Directors do not anticipate that the adoption of these standards will have a material impact on the Company.

Notes to the Accounts

REPORT & ACCOUNTS 2022 67

1 Significant Accounting Policies continued

New Standards, Interpretations and Amendments adopted by the Company

The Company applied in the financial year ended 30 September 2022, for the first time, certain standards which are

effective for annual periods beginning on or after 1 January 2021. These were amendments to IFRS 9, IAS 39,

IFRS 7, IAS 4, IAS 16 and the conceptual framework for financial reporting. None of these amendments has had an

impact on the Company’s financial position or performance.

Foreign Currencies

Transactions during the period, including purchases and sales of securities, income and expenses, are translated at

the rate of exchange prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of

exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a

foreign currency are translated at using the exchange rates as at the dates of initial transactions. Non-monetary

items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value

was determined.

Foreign currency transaction gains and losses on financial instruments classified as FVPL are included in profit or loss

in the Statement of Comprehensive Income as part of the “Losses on investments at fair value through profit or loss”.

Income

Dividend income is recognised on the date when the Company’s right to receive the payment is established.

Dividend revenue is presented gross of any non-recoverable withholding taxes, which are separately disclosed in the

Statement of Comprehensive Income. Where the Company has elected to receive scrip dividends in the form of

additional shares rather than cash, the amount of the cash dividend foregone is recognised as income. Special

dividends are recognised as capital or revenue in accordance with the underlying nature of the transaction.

Interest income is recognised on an accrual basis.

Expenses

All expenses or fees are recognised on an accruals basis. This includes any pension payments made to the

Company’s defined contribution personal pension plan. In accordance with the SORP concerning the classification

of expense items between capital and revenue, all items are presented as revenue except for as follows:

• Expenses incurred which are incidental to the acquisition or disposal of an investment are treated as capital costs

and separately identified and disclosed (see note 13);

• Expenses are split and presented separately partly as capital items where a connection with the maintenance or

enhancement of the value of the investments held can be demonstrated, and accordingly the investment

management fees and certain administrative expenses have been allocated 75% to capital, in order to reflect the

Board’s expected long-term view of the nature of the investment returns to the Company;

• The investment management performance fee, which is based on capital out-performance is charged wholly

to capital.

68 MAJEDIE INVESTMENTS PLC

1 Significant Accounting Policies continued

Finance Costs

(a) Debentures

Interest expense is recognised for all interest-bearing financial instruments using the effective interest rate method.

In accordance with the SORP, finance costs in respect of financing investments or financing activities aimed at

maintaining or enhancing the value of investments are allocated 75% to capital. Any premiums paid on the early

repurchase of debenture stock are charged wholly to capital.

(b) Lease liabilities

Interest expense on lease liabilities is recognised in accordance with IFRS 16.

In accordance with the SORP, finance costs in respect of financing investments or financing activities aimed at

maintaining or enhancing the value of investments are allocated 75% to capital. As such property lease liability

finance costs are charged wholly to revenue.

Taxation

The tax charge represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit reported in the Statement

of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years

and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using

tax rates that have been enacted or substantively enacted by the balance sheet date.

In accordance with the SORP, the allocation method used to calculate tax relief on expenses presented against capital

returns in the Statement of Comprehensive Income is the marginal basis. Under this basis, if taxable income is capable of

being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income,

then no tax relief is transferred to the capital return column.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is

accounted for using the balance sheet method. Deferred tax liabilities are recognised for all temporary taxable differences

and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which

deductible temporary differences can be utilised.

No provision is made for tax on capital gains as the Company operates as an approved investment trust for tax purposes.

Property and Equipment

Property and equipment are stated at initial cost less accumulated depreciation and any recognised impairment loss.

Leasehold right-of-use assets are accounted for in accordance with IFRS 16. Depreciation for other tangible assets

is calculated using the straight-line method and at rates of 25% to 33% per annum.

Notes to the Accounts

REPORT & ACCOUNTS 2022 69

1 Significant Accounting Policies continued

Leases

The Company applies IFRS 16 and the policies applied under that standard are as follows:

(a) Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying

asset is available for use). Right-of-use assets are measured at cost and the cost includes the amount of lease

liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date

less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased

asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over

the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

(b) Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of

lease payments to be made over the lease term. The lease payments can include fixed payments, less any lease

incentives receivable, variable lease payments linked to an index or rate and payments or penalties for terminating a

lease – only if reasonably certain to exercise the termination option.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease

commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement

date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease

payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change

in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase

the underlying asset.

As and if applicable, the Company would apply the short-term lease recognition exemption to any short term leases

(being leases that have a lease term of 12 months or less without a purchase option) and the low-value recognition

exemption to leases that are considered of low value (being below £5,000). Lease payments on any such leases

would be recognised as an expense on a straight-line basis over the lease term.

Financial Instruments

The Company applies IFRS 9 Financial Instruments and the policies applied under that standard are as follows:

(a) Classification

In accordance with IFRS 9, the Company classifies its financial assets and liabilities at initial recognition into the

categories of financial assets and liabilities as shown below:

Financial Assets

The Company classifies its financial assets as subsequently measured at amortised cost or measured at fair value

through profit or loss, on the basis of both:

• the Company’s business model, as an investment trust, for managing the financial assets;

• the contractual cash flow characteristics of the financial asset.

70 MAJEDIE INVESTMENTS PLC

1 Significant Accounting Policies continued

Financial assets measured at amortised cost

A debt instrument is measured at amortised cost if it is held within a business model whose objective is to hold

financial assets in order to collect contractual cash flows and its contractual terms give rise, on specified dates, to

cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company

includes in this category short term non-financing receivables including accrued income and trade and

other receivables.

Financial assets measured at fair value through profit or loss (FVPL)

A financial asset is measured at FVPL if:

a) its contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and

interest on the principal amount outstanding; or

b) it is not held within a business model whose objective is either to collect contractual cash flows, or to both collect

contractual cash flows and sell; or

c) at initial recognition, it is irrevocably designated as measured at FVPL when doing so eliminates or significantly

reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or

liabilities or recognising the gains or losses on them on different bases.

The Company includes in this category its equity investments.

Financial liabilities

Financial liabilities measured at amortised cost

This category includes all financial liabilities. The Company includes in this category debentures and other short

term payables.

(b) Recognition

The Company recognises a financial asset or liability when it becomes a party to the contractual provisions of the

instrument. In respect of purchases or sales of financial instruments that require delivery of assets within a time

frame generally established by regulation or convention in a market place are recognised on a trade date basis.

Financial assets and liabilities at FVPL are recorded in the Statement of Financial Position at fair value. All transaction

costs for such instruments are recognised in profit or loss in “(Losses)/gains on investments at fair value through

profit and loss” in the Statement of Comprehensive Income. Financial liabilities held at amortised cost are initially

recognised at cost, being the fair value of the consideration received less issue costs where applicable.

(d) Subsequent measurement

After initial measurement the Company measures financial instruments which are classified as at FVPL, at fair value.

Subsequent changes in the fair value of those financial instruments are recorded in “Gains/(losses) on investments at

fair value through profit and loss” in the Statement of Comprehensive Income. Any dividends or interest earned on

these instruments are recorded separately under “Income” in the “Statement of Comprehensive Income”.

Financial liabilities are measured at amortised cost using the effective interest method. Gains and losses are recognised

in profit or loss when the liabilities are derecognised, as well as through the amortisation process.

The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and of

allocating and recognising the interest income or expense in profit or loss over the relevant period. The effective interest

rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the

financial asset or liability to the gross carrying amount of financial asset or to the amortised cost of the financial liability.

Notes to the Accounts

REPORT & ACCOUNTS 2022 71

1 Significant Accounting Policies continued

(e) Derecognition

A financial asset (or where applicable, a part of a financial asset or a part of a group of similar financial assets) is

derecognised where the rights to receive cash flows from the asset have expired. Or the Company has transferred

its rights to receive cash flows from the asset, and the Company has transferred substantially all of the risks and

rewards of the asset or has transferred control of the asset.

A financial liability is derecognised by the Company when the obligation under the liability is discharged, cancelled

or expired.

(f) Impairment

The Company holds only trade receivables with no financing component and which have maturities of less than 12

months at amortised cost. Therefore, the Company has chosen to apply an approach similar to the simplified

approach for expected credit losses under IFRS 9 to all its trade receivables. The Company does not track changes

in credit risk, but instead recognises a loss allowance, if any, based on the lifetime expected credit losses at each

balance sheet date.

(g) Fair value measurement

The Company measures its investments in financial instruments, such as equity instruments, at fair value at each

balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the balance sheet date. The fair value for financial instruments traded in active

markets at the balance sheet date is based on their quoted price (bid price for long positions), without any

deduction for transaction costs. The fair value for financial instruments that are either unit trusts or open ended

investment companies are based on their closing price, the bid price or the single price as appropriate, as released

by the relevant fund administrator.

Fair values for unquoted investments, or investments for which the market is inactive, are established by using

various valuation techniques in accordance with the International Private Equity and Venture Capital Valuation (IPEV)

guidelines. These may include recent arm’s length market transactions, the current fair value of another instrument

which has substantially the same earnings multiples, discounted cash flow analysis and option pricing models.

Where there is a valuation technique commonly used by market participants to price the instrument and that

technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that

technique is utilised.

The Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the

lowest level input that is significant to the fair value measurement as a whole), and deems transfers to have occurred

at the beginning of each reporting period.

Changes in the fair value of investments and gains on the sale of investments are recognised as they arise in the

Statement of Comprehensive Income.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and short-term deposits in banks that are readily convertible to

known amounts of cash and that are subject to an insignificant risk of changes in value.

72 MAJEDIE INVESTMENTS PLC

1 Significant Accounting Policies continued

Share Capital

Upon the issuance of Ordinary 10p shares, the consideration received is included in equity. Transaction costs

incurred by the Company in issuing its own equity instruments are accounted for as a deduction from equity. Any

excess consideration over the nominal value of any Ordinary 10p shares issued, before transaction costs, is credited

to the Share Premium Account.

Own equity instruments that are repurchased for cancellation are deducted from Equity Shareholders Funds and

accounted for at amounts equal to the consideration paid, including any directly attributable incremental costs. In

accordance with the Company’s Articles, the total cost of any such transactions will be deducted from the

Capital Reserve.

Capital Reserve

The Capital Reserve includes gains and losses on the sale of financial instruments, and investment holding gains or

losses, as reported in the Statement of Comprehensive Income. Additionally, any finance costs and expenses

charged to capital in accordance with the Company’s policy, and as detailed above, the cost of any shares

repurchased for cancellation, are debited against the Capital Reserve.

Revenue Reserve

The net revenue for the year is included in the Revenue Reserve along with dividends to shareholders,

when approved.

Dividends payable to Shareholders

Dividends are at the discretion of the Company. A dividend to the Company’s shareholders is accounted for as a

deduction from the Revenue Reserve. An interim dividend is recognised as a liability in the period in which it is

irrevocably declared by the Board of Directors. A final dividend is recognised as a liability in the period in which it is

approved by the Company’s shareholders in an Annual General Meeting.

2 Business Segments

For management purposes the Company is organised into one principal activity, being investing activities, as

detailed below:

Investing activities

The Company’s investment objective is to maximise total shareholder return whilst increasing dividends by more

than the rate of inflation over the long term. The Company operates as an investment company and its portfolio

contains investments in companies listed in a number of countries. Geographical information about the portfolio is

provided on page 17 and exposure to different currencies is disclosed in note 22 on page 87.

Notes to the Accounts

REPORT & ACCOUNTS 2022 73

3 Income

2022

£000

2021

£000

Income from investments

†

Dividend income* 3,143 5,647

Accumulation dividend income 529 326

Overseas dividend income 163 105

3,835 6,078

Other income

Interest income 17

Sundry income 64 70

81 70

Total income 3,916 6,148

Income from investments

Listed UK 1,993 1,408

Listed overseas 163 105

Unlisted – Liontrust funds 529 538

Unlisted – MAM 1,150 4,027

3,835 6,078

† Special dividends received during the year and not recognised in income but rather as a return of capital were £7,186,000 (2021: £489,000).

* Includes MAM Ordinary income of £1,150,000 (2021: £4,027,000).

4 Management Fees

2022 2021

Revenue

return

£000

Capital

return

£000

Total

£000

Revenue

return

£000

Capital

return

£000

Total

£000

Fund management 75 226 301 76 228 304

75 226 301 76 228 304

The fund management fees are payable to Liontrust in accordance with the Investment Agreement and the material

terms are disclosed in the Directors’ Report on page 34. The fund management fees charged and shown are only in

respect on the investment in the Liontrust UKES Segregated Portfolio. Fund management fees in respect of the

investments made in the other Liontrust funds are charged directly in the relevant fund and included in the relevant

fund’s published net asset value price and hence form part of that investment’s valuation in the Company’s accounts.

At 30 September 2022, an amount of £72,000 was outstanding for payment of fund management fees due to

Liontrust on the Liontrust UKES Segregated Portfolio (2021: £81,000).

74 MAJEDIE INVESTMENTS PLC

5 Administrative Expenses

2022

£000

2021

£000

Staff costs – note 7 508 468

Other staff costs and directors’ fees 221 224

Advisers’ costs 321 228

Information costs 121 117

Establishment costs 42 39

Depreciation on tangible assets 62 66

Auditor’s remuneration (see below) 51 51

Other expenses 93 61

1,419 1,254

£646,000 (2021: £573,000) of administration expenses have been allocated to capital in accordance with the

accounting policy requiring 75% of investment management fees and certain administrative expenses to be

allocated to capital.

Total fees charged by the Auditor for the year, all of which were charged to revenue, comprised:

2022

£000

2021

£000

Audit services – statutory audit 49 49

Other audit related services 2 2

51 51

Other audit related services relate to a review of the Company’s debenture covenant.

6 Directors’ Emoluments

2022

£000

2021

£000

Fees 166 189

Salary 199 192

Other benefits 13 9

378 390

The Report on Directors’ Remuneration on pages 46 to 49 explains the Company’s policy on remuneration for

Directors for the year. It also provides further details of Directors’ remuneration.

Notes to the Accounts

REPORT & ACCOUNTS 2022 75

7 Staff Costs including CEO

2022

£000

2021

£000

Salaries and other payments 420 387

Social security costs 56 50

Pension contributions 32 31

508 468

2022

Number

2021

Number

Average number of employees:

Management and office staff 3 3

8 Finance Costs

2022 2021

Revenue

return

£000

Capital

return

£000

Total

£000

Revenue

return

£000

Capital

return

£000

Total

£000

Interest on 7.25% 2025 debenture

stock 375 1,126 1,501 375 1,126 1,501

Amortisation of debenture stock

issue expenses 8 20 28 6 19 25

Lease liability interest expense 5 5 6 6

388 1,146 1,534 387 1,145 1,532

Further details of the debenture stock in issue are provided in note 16 and note 22, and lease liability in note 20.

76 MAJEDIE INVESTMENTS PLC

9 Taxation

2022

£000

2021

£000

Tax on overseas dividends 22 15

Reconciliation of tax charge:

The current taxation rate for the year is lower (2021: lower) than the standard rate of corporation tax in the UK of

19.0% (2021: 19.0%). The corporation tax rate will increase to 25% from 1 April 2023. The differences are explained

below:

2022

£000

2021

£000

Net return/(loss) before taxation (29,186) 26,897

Taxation at UK Corporation Tax rate of 19.0% (2021: 19.0%) (5,545) 5,110

Effects of:

– UK dividends which are not taxable (629) (1,128)

– (gains)/losses on investments which are not taxable 5,672 (4,338)

– foreign dividends which are not taxable (100) (38)

– expenses which are not deductible for tax purposes (6) 88

– excess expenses for the current year 608 306

– overseas taxation which is not recoverable 22 15

Actual current tax charge 22 15

After claiming relief against accrued income taxable on receipt, the Company has unrelieved excess expenses of

£98,799,165 (2021: £97,190,000). It is not yet certain that the Company will generate sufficient taxable income in

the future to utilise these expenses and therefore no deferred tax asset has been recognised.

The allocation of expenses to capital does not result in any tax effect. Due to the Company’s status as an approved

investment trust, and the intention to continue meeting the required conditions in the foreseeable future, the

Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of

its investments.

Notes to the Accounts

REPORT & ACCOUNTS 2022 77

10 Dividends

The following table summarises the amounts recognised as distributions to equity shareholders in the period:

2022

£000

2021

£000

Final dividend of 7.0p paid on 26 January 2021 3,711

Interim dividend of 4.4p paid on 18 June 2021 2,333

Final dividend of 7.0p paid on 28 January 2022 3,710

Interim dividend of 4.4p paid on 24 June 2022 2,332

6,042 6,044

2022

£000

2021

£000

Proposed final ordinary dividend for the year ended 30 September 2022 of

4.2p (2021: final dividend 7.0p per ordinary share). 2,226 3,710

Proposed special dividend for the year ended 30 September 2022 of 1.8p

(2021: special dividend 0.0p per ordinary share). 954

3,180 3,710

The proposed final dividend has not been included as a liability in these accounts in accordance with IAS 10: Events

after the Reporting Period.

Set out below is the total dividend to be paid in respect of the financial year. This is the basis on which the

requirements of Section 1158 of the Corporation Tax Act 2010 are considered:

2022

£000

2021

£000

Interim dividend for the year ended 30 September 2022 of 4.4p

(2021: 4.40p) per ordinary share. 2,332 2,333

Final dividend for the year ended 30 September 2022 of 6.0p

(2021: 7.0p) per ordinary share. 3,180 3,710

5,512 6,043

Distributable reserves of the Company comprise the Capital and Revenue Reserves.

Dividends have been made solely from the Revenue Reserve.

11 Return per Ordinary Share

Basic return per ordinary share is based on 52,998,795 ordinary shares, being the weighted average number of

shares in issue (2021: Basic return based on 53,013,842 ordinary shares). Basic returns per ordinary share are based

on the net return after taxation attributable to equity shareholders.

2022

£000

2021

£000

Basic revenue returns are based on net revenue after taxation of: 2,758 4,989

Basic capital returns are based on net capital return/(loss) of: (31,966) 21,893

Basic total returns are based on a return/(loss) of: (29,208) 26,882

78 MAJEDIE INVESTMENTS PLC

12 Property and Equipment

Right-of-Use

asset

£000

Leasehold

Improvements

£000

Office

Equipment

£000

Total

£000

Cost:

At 1 October 2021 304 28 252 584

Additions 2 2

Disposals

At 30 September 2022 304 28 254 586

Depreciation:

At 1 October 2021 62 28 250 340

Charge for year 61 2 63

Disposals

At 30 September 2022 123 28 252 403

Net book value:

At 30 September 2022 181 2 183

At 30 September 2021 242 2 244

The Right-of-Use Asset is in respect of a leasehold interest in office premises. Further details concerning leases are

contained in note 20 on page 84.

Right-of-Use

asset

£000

Leasehold

Improvements

£000

Office

Equipment

£000

Total

£000

Cost:

At 1 October 2020 304 28 251 583

Additions 1 1

Disposals

At 30 September 2021 304 28 252 584

Depreciation:

At 1 October 2020 1 28 245 274

Charge for year 61 5 66

Disposals

At 30 September 2021 62 28 250 340

Net book value:

At 30 September 2021 242 2 244

At 30 September 2020 303 6 309

Notes to the Accounts

REPORT & ACCOUNTS 2022 79

13 Investments at Fair Value Through Profit or Loss

2022 2021

Listed

£000

Unlisted

(Liontrust

Funds)

£000

Unlisted

£000

Total

£000

Listed

£000

Unlisted

(MAM

Funds)

£000

Unlisted

£000

Total

£000

Opening book cost 53,473 61,365 2,331 117,169 42,756 64,004 2,331 109,091

Opening investment holding

(losses)/gains 7,090 23,421 22,870 53,381 (4,109) 11,778 28,711 36,380

Opening fair value 60,563 84,786 25,201 170,550 38,647 75,782 31,042 145,471

Opening fair value

Purchases at cost 30,100 1,640 31,740 32,771 15,003 47,774

Sales proceeds received (18,295) (1,637) (20,912) (40,844) (21,896) (24,638) (46,534)

Gains/(losses) on

investments (18,546) (7,062) (4,240) (29,848) 11,041 18,639 (5,841) 23,839

Closing fair value 53,822 77,727 49 131,598 60,563 84,786 25,201 170,550

Closing book cost 65,365 61,855 1,791 129,011 53,473 61,365 2,331 117,169

Closing investment holding

gains/(losses) (11,543) 15,872 (1,742) 2,587 7,090 23,421 22,870 53,381

Closing fair value 53,822 77,727 49 131,598 60,563 84,786 25,201 170,550

The Company received £40,844,000 (2021: £46,534,000) from investments sold in the year. The book cost of these

investments when they were purchased was £19,895,000 (2021: £39,696,000). These investments have been revalued

over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

Unlisted investments include an amount of £49,000 in a company (2021: £40,000 in a company) and £nil

(2021: £25,161,000) for the Company’s investment in MAM as detailed on page 82. Also, further details concerning

the investments in the Liontrust Funds are shown on page 81.

During the year the Company incurred transaction costs amounting to £86,000 (2021: £157,000), of which £78,000

(2021: £147,000) related to the purchase of investments and £8,000 (2021: £10,000) related to the sales of investments.

These amounts are included in "Gains/(losses) on investments at fair value through profit or loss", as disclosed in the

Statement of Comprehensive Income.

The composition of the investment return is analysed below:

2022

£000

2021

£000

Net gains/(losses) on sales of equity investments 20,949 6,838

Increase/(decrease) in holding gains on equity investments (50,797) 17,001

Gains/(losses) on investments (29,848) 23,839

80 MAJEDIE INVESTMENTS PLC

13 Investments at Fair Value Through Profit or Loss continued

Fair value hierarchy disclosures

The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance

of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels:

• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

An active market is a market in which transactions for the asset or liability occur with sufficient frequency and

volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take

place between market participants at the measurement date. Quoted prices provided by external pricing services,

brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on

an arm’s length basis.

• Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 2 inputs include the following:

• quoted prices for similar (i.e. not identical) assets in active markets.

• inputs other than quoted prices that are observable for the asset (e.g. interest rates and yield curves

observable at commonly quoted intervals).

• inputs that are derived principally from, or corroborated by, observable market data by correlation or other

means (market corroborated inputs).

• Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which an asset or liability is categorised is determined on the basis of the

lowest level input that is significant to the fair value measurement of the asset. For this purpose, the significance of

an input is assessed against the fair value measurement of an asset or liability in its entirety. If a fair value

measurement uses observable inputs that require significant adjustment based on unobservable inputs, that

measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value

measurement requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company

considers observable data to be investments actively traded in organised financial markets, fair value is generally

determined by reference to stock exchange quoted market bid prices at the close of business on the balance sheet

date, without adjustment for transaction costs necessary to realise the asset.

The table below sets out fair value measurements of financial assets in accordance with the IFRS fair value

hierarchy system:

2022 2021

Level 1

£000

Level 2

£000

Level 3

£000

Total

£000

Level 1

£000

Level 2

£000

Level 3

£000

Total

£000

Financial assets held at fair

value through profit or loss –

equities and managed funds:

Listed equity securities 53,822 53,822 60,563 60,563

Unlisted equity securities

(Liontrust Funds) 77,727 77,727 84,786 84,786

Unlisted equity securities 49 49 25,201 25,201

53,822 77,727 49 131,598 60,563 84,786 25,201 170,550

Notes to the Accounts

REPORT & ACCOUNTS 2022 81

13 Investments at Fair Value Through Profit or Loss continued

Investments whose values are based on quoted market prices in active markets, and therefore are classified within

Level 1, include active listed equities. The Company does not normally adjust the quoted price for these instruments

(although it may invoke its fair value pricing policy in times of market disruption – this was not the case for

30 September 2022 or 2021).

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted

market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within

Level 2. As Level 2 investments include positions that are not traded in active markets and/or are subject to transfer

restrictions, valuations may be adjusted to reflect liquidity and/or non-transferability, which are generally based on

available market information. During the year there were no transfers (2021: Nil) between Level 1 and Level 2.

Investments classified within Level 3 have significant unobservable inputs. As observable prices are not available for

these securities, the Company has used valuation techniques to derive the fair value. In respect of unquoted

instruments, or where the market for a financial instrument is not active, fair value is established by using recognised

valuation methodologies, in accordance with IPEV Valuation Guidelines. New investments are initially held at cost, for

a limited period, then at the price of the most recent investment in the investee. This is in accordance with IPEV

Guidelines as the cost of recent investments will generally provide a good indication of fair value. Fair value is the

price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

The following table presents the movement in Level 3 instruments for the year:

2022 2021

Total

£000

Equity

investments

£000

Total

£000

Equity

investments

£000

Opening balance 25,201 25,201 31,042 31,042

Unrealised loss (4,240) (4,240) (5,841) (5,841)

Proceeds from sale of investment 20,912 20,912

49 49 25,201 25,201

Investments in Investment Funds

The Company has a number of investments in investment funds managed by Liontrust. Details of those investments are:

30 September 2022 30 September 2021

Investment

Value

£000

Proportion

Held

Investment

Value

£000

Proportion

Held

Liontrust Tortoise Fund 23,668 5.5 21,848 5.4

Liontrust Global Equity Fund investments 39,611 80.0 44,217 72.6

Liontrust International Equity Fund 11,081 91.1 13,593 61.0

Liontrust UK Smaller Companies Fund* 3,367 7.1 5,128 4.0

77,727 84,786

* The Liontrust UK Smaller Companies Fund forms part of the Liontrust UK Equity Segregated Portfolio.

The fees charged on these investments are disclosed in the material contracts section of the Directors’ Report on

page 34.

82 MAJEDIE INVESTMENTS PLC

13 Investments at Fair Value Through Profit or Loss continued

In addition, the total value of all investments managed by Liontrust at 30 September 2022 was £127.6 million (2021:

£146.8 million). Further details on the investments in the Liontrust funds are contained in the Chief Executive’s

Report on pages 7 to 19.

Substantial Share Interests

The Company's investments in the Liontrust Global Equity Fund and the Liontrust International Equity Fund, with a cost

of £28.3 million and £10.2 million respectively, are each a substantial interest in those funds at 30 September 2022

(2021: Liontrust Global Equity Fund and Liontrust International Equity Fund of £28.1 million and £10.0 million). As the

Company meets the definition of an investment entity under IFRS 10, these holdings are not treated as a subsidiary or

associate, rather each is accounted for as an investment held at fair value through profit or loss, in accordance with IAS

28 and IFRS 9.

Majedie Asset Management (MAM)

MAM was a UK based asset management firm providing investment management and advisory services across a

range of UK and global equity strategies. The investment was sold during the year to Liontrust. The Company

incurred a fair value loss of £4.2m on completion of the sale during the year (MAM was valued at £25.2m at

30 September 2021 and the total consideration received in cash and shares from Liontrust was £21.0m). The value

of Liontrust shares received as consideration reduced in value by £9.2m. The carrying value of the investment in

MAM was included in the Balance Sheet as part of investments held at fair value through profit or loss.

2022

£000

2021

£000

Cost of investment 540 540

Unrealised gain 20,372 24,521

Consideration (20,912)

Fair value of investment at balance sheet date 25,161

As the investment was sold during the year no valuation was required at the year end.

As at 30 September 2022, the Company holds no ordinary 1.0p shares representing a 0% shareholding in MAM

(2021: 57,523 ordinary 0.1p shares representing a 17.6% shareholding).

14 Trade and Other Receivables

2022

£000

2021

£000

Sales for future settlement 140 160

Prepayments 58 53

Dividends receivable 140 129

Taxation recoverable 71 58

409 400

The Directors’ consider that the carrying amounts of trade and other receivables approximates to their fair value.

15 Cash and Cash Equivalents

2022

£000

2021

£000

Deposits at banks 5,934 2,377

Other cash balances* 812 785

6,746 3,162

* Other cash balances represent unclaimed dividends by shareholders. Such cash is held in a separate account by the Company’s registrar and is

not used by the Company for day-to-day operations.

Notes to the Accounts

REPORT & ACCOUNTS 2022 83

16 Trade and Other Payables

Amounts falling due within one year:

2022

£000

2021

£000

Purchases for future settlement 62 282

Accrued expenses 350 255

Other creditors 811 803

Current portion of lease liability 66 65

1,289 1,405

The Directors’ consider that the carrying amounts of trade and other payables approximates to their fair value.

Amounts falling due after more than one year:

2022

£000

2021

£000

£20.7m (2021: £20.7m) 7.5% 2025 debenture stock 20,623 20,595

Lease liability 137 203

20,760 20,798

Debenture stock(s) are secured by a floating charge over the Company’s assets. Expenses associated with the issue of

the debenture stocks were deducted from the gross proceeds at issue and are being amortised over the life of the

debentures. Further details on interest and the amortisation of the issue expenses are provided in note 8 on page 75.

Further details on the lease liability are contained in note 20 on page 84.

17 Ordinary Share Capital

Number

2022

£000 Number

2021

£000

As at 1 October 53,005,887 5,300 53,013,887 5,301

Ordinary 10p shares bought back for cancellation (7,092) (1) (8,000) (1)

As at 30 September 52,998,795 5,299 53,005,887 5,300

All shares are allotted fully paid up, and are of one class only. During the year 7,092 Ordinary 10p shares were

bought back for cancellation at a total cost of £16,000 (2021: 8,000 Ordinary 10p shares were bought back for

cancellation at a total cost of £18,000). In accordance with the Company's articles this was debited against the

Capital Reserve. There are no Ordinary 10p shares in Treasury.

Ordinary shares carry one vote each on a poll. The Companies Act 2006 abolished the requirement for the

Company to have authorised share capital. The Company adopted new Articles of Association on 20 January 2010

which, inter alia, reflected the new legislation. Accordingly the Company has no authorised share capital.

The Directors will still be limited as to the number of shares they can allot at any one time as the Companies Act

2006 requires that directors seek authority from the shareholders for the allotment of new shares.

18 Net Asset Value

The net asset value per share has been calculated based on Equity Shareholders' Funds of £116,887,000

(2021: £152,153,000), and on 52,998,795 (2021: 53,005,887) ordinary shares, being the number of shares in issue

at the year end.

84 MAJEDIE INVESTMENTS PLC

19 Reconciliation of changes in liabilities arising from financing activities

Non-cash charges

Long term borrowings

30 September

2021

£000

Cash

Flows

£000

Other

£000

Effective

interest rate

accrual

£000

30 September

2022

£000

£20.7m 7.25% 2025 debenture stock 20,595 28 20,623

Lease liability 203 (70) 5 137

Interest payable on debenture stock (1,501) 1,501

Total liabilities from financing activities 20,798 (1,571) 1,534 20,760

Non-cash charges

Long term borrowings

30 September

2020

£000

Cash

Flows

£000

Other

£000

Effective

interest rate

accrual

£000

30 September

2021

£000

£20.7m 7.25% 2025 debenture stock 20,570 25 20,595

Lease liability 250 (25) (28) 6 203

Interest payable on debenture stock (1,501) 1,501

Total liabilities from financing activities 20,820 (1,526) (28) 1,532 20,798

The Other column includes the effect of the reclassification of the current portion of the lease liability. Further details on the lease liability are contained

in note 20.

20 Leases

The Company as a lessee

This is in respect of its premises which by way of a sub-lease arrangement with a superior lessee, which

commenced in September 2021 for a term of five years.

Set out below are the carrying amounts of lease liabilities and the movements during the period:

2022

£000

2021

£000

At 1 October

Additions 268 287

Payments made under the lease (70) (25)

Accretion of interest 5 6

At 30 September 203 268

Disclosed as:

Current 66 65

Non-current 137 203

Notes to the Accounts

REPORT & ACCOUNTS 2022 85

20 Leases continued

The following are the amounts recognised in profit or loss under its IFRS 16 lease:

2022

£000

2021

£000

Depreciation expense of right of use assets 61 61

Interest expense on lease liabilities 5 6

Total amount recognised in profit or loss 66 67

The Company has had no expenses relating to short-term leases, variable lease payments or leases of low-value assets.

The Company’s total cash outflows for its IFRS 16 lease in the year ended 30 September 2022 were £70,000

(2021: £25,000). Future cash outflows of a fixed amount under the IFRS 16 lease are as follows:

Expiry Date

2022

£000

2021

£000

Within one year 70 70

Between one and two years 70 70

Between two and three years 70 70

Between three and four years 70

210 280

21 Financial Commitments

At 30 September 2022, the Company had no financial commitments which had not been accrued for (2021: none).

22 Financial Instruments and Risk Profile

As an investment company, the Company invests in securities for the long term in order to achieve its investment

objective as stated on page 1. Accordingly, the Company is a long term investor and it is the Board’s policy that no

trading in investments or other financial instruments be undertaken.

Management of Market Risk

Management of market risk is fundamental to the Company’s investment objective and the investment portfolio is

regularly monitored to ensure an appropriate balance of risk and reward.

Exposure to any one entity is monitored by the Board and Liontrust (the Fund Manager). The Board has complied

with the investment policy requirement not to invest more than 15% of the total value of the Company’s gross

assets, save that the Company can invest up to 25% of its gross assets in any single fund managed by Liontrust

where the Board believes that the investment policy of such funds is consistent with the Company’s objective of

spreading investment risk.

Liontrust as Fund Manager, can utilise derivative instruments for efficient portfolio management and investment

purposes as it sees fit. There have been no derivatives used in the Liontrust UKES in the period (2021: None).

Certain Liontrust funds do use derivatives to meet their investment objectives.

The Company’s financial instruments comprise its investment portfolio (see note 13), cash balances, debtors and

creditors that arise directly from its operations such as sales and purchases for future settlement, accrued income,

lease liability under IFRS 16 and the debenture loan used to partially finance its operations.

86 MAJEDIE INVESTMENTS PLC

22 Financial Instruments and Risk Profile continued

In the pursuit of its investment objective, the Company is exposed to various risks which could cause short term

variation in its net assets and which could result in both or either a reduction in its net assets or a reduction in the

revenue profits available for distribution by way of dividend. The main risk exposures for the Company from its

financial instruments are market risk (including currency risk, interest rate risk and other price risk), liquidity risk,

concentration risk and credit risk. While uncertainty in equity markets continues as a closed ended investment

company with a long-term objective this increased short term volatility can be managed and is within stress testing

limits. Liontrust continue to monitor their fund portfolios and positioning in light of the short term events that

significantly impact global and domestic markets and have made adjustments as and if required.

The Board sets the overall investment strategy and allocation. It has in place various controls and limits and receives

various reports in order to monitor the Company’s exposure to these risks. The risk management policies identified

in this note have not changed materially from the previous accounting period.

Market Risk

The principal risk in the management of the investment portfolio is market risk – i.e. the risk that values and future

cashflows will fluctuate due to changes in market prices. Market risk is comprised of:

• foreign currency risk; and

• interest rate risk; and

• other price risk i.e. movements in the value of investment portfolio holdings caused by factors other than interest

rates or currency movements.

These risks are taken into account when setting investment policy or allocation and when making investment decisions.

Foreign Currency Risk

Exposure to foreign currency risk arises primarily and directly through investments in securities listed on overseas

equity markets. A proportion of the net assets of the Company are denominated in currencies other than Sterling,

with the effect that the balance sheet and total return can be materially affected by currency movements. The

Company’s exposure to foreign currencies through its investments in overseas securities as at 30 September 2022

was £4,479,000 (2021: £4,945,000).

The Company’s investments in the Liontrust funds are in sterling denominated share classes. These share classes

themselves are not hedged within the relevant Liontrust fund. The Company also has sterling denominated

investments which may pay dividends in foreign currencies. Additionally the investment portfolio is subject to indirect

foreign currency risk impacts by having investments in investee companies that whilst listed in the UK have global

operations and as such are subject to currency impacts on their assets and revenues. It is not possible to accurately

quantify these exposures and impacts.

Liontrust, as Fund Manager, monitors the Company’s exposure to foreign currencies and the Board receives regular

reports on exposures. The Company does not hedge any foreign currency exposures back to Sterling.

Notes to the Accounts

REPORT & ACCOUNTS 2022 87

22 Financial Instruments and Risk Profile continued

The currency risk of the non-sterling monetary financial assets and liabilities at the reporting date was:

2022 2021

Currency exposure

Overseas

Investments

£000

Total

Currency

Exposure

£000

Overseas

Investments

£000

Total

Currency

Exposure

£000

US Dollar 1,865 1,865 2,031 2,031

Swiss Franc 1,029 1,029 606 606

Euro 1,535 1,535 1,832 1,832

Other non-Sterling 50 50 476 476

4,479 4,479 4,945 4,945

Sensitivity Analysis

If Sterling had strengthened by 5% relative to all currencies on the reporting date, with all other variables held

constant, the income and net assets would have decreased by the amounts shown in the table below. The analysis

was preformed on the same basis for 2021. The revenue impact is an estimated annualised figure based on the

relevant foreign currency denominated balances at the reporting date.

Income statement 2022

£000

2021

£000

Capital return (224) (247)

Net assets (224) (247)

A 5% weakening of Sterling against the same currencies would have resulted in an equal and opposite effect on the

above amounts, on the basis that all other variables remain constant.

Interest Rate Risk

The Company’s direct interest rate risk exposure affects the interest received on cash balances and the fair value of

its debenture. Indirect exposure to interest rate risk arises through the effect of interest rate changes on the valuation

of the investment portfolio. All of the financial assets held by the Company are equity shares, which pay dividends,

not interest. The Company may, from time to time, hold investments which pay interest.

The Board sets limits for cash balances and receive regular reports on the cash balances of the Company.

The Company’s fixed rate debenture introduces gearing to the Company which is monitored within limits and is also

reported to the Board regularly. Cash balances can also be used to manage the level of gearing to within the range

as set by the Board. The Board sets the overall investment strategy and allocation as well as various limits on the

investment portfolio which aim to spread the portfolio investments to reduce the impact of interest rate risk on

investee company valuations. Regular reports are received by the Board in respect of the Company’s investment

portfolio and the relevant limits.

88 MAJEDIE INVESTMENTS PLC

22 Financial Instruments and Risk Profile continued

The interest rate risk profile of the financial assets and liabilities at the reporting date was:

2022

£000

2021

£000

Floating rate financial assets:

UK Sterling 6,746 3,162

Financial assets not carrying interest 132,007 70

Between three and four years 70

138,753 280

Fixed rate financial liabilities:

UK Sterling (20,926) (20,863)

Financial liabilities not carrying interest (1,123) (1,340)

(22,049) (22,203)

Floating rate financial assets usually comprise cash on deposit with banks which is repayable on demand and

receives a rate of interest based, in part, on the UK base rates in force over the period. The Company does not

normally hold non-Sterling cash as all foreign currency receivables or payables are converted back into Sterling at

the settlement date of the relevant transaction. The fixed rate financial liabilities comprise lease liability under IFRS 16

(see note 20) which total £203,000 and accrue interest at a rate of 2.25% and the Company’s debenture, totalling

£20.7 million in total on a nominal basis. It pays a rate of interest of 7.25% per annum and will mature in March

2025 (2021: Debenture totalling £20.7 million nominal, maturing in March 2025, with an interest rate of 7.25% per

annum. Lease liability under IFRS 16 of £268,000 with an effective interest rate of 2.25%).

Sensitivity Analysis

Based on closing cash balances held as on deposit with banks, a notional 2.5% decrease in the UK base interest

rates would have no effect on net assets and the net revenue return before tax of the Company.

A 2.5% increase in interest rates would result in a larger impact, as is shown in the table below.

Income statement 2022

£000

2021

£000

Revenue return 158 59

Net assets 158 59

Other Price Risk

Exposure to market price risk is significant and comprises mainly movements in the market prices and hence value

of the Company’s listed equity security investments and its investments in the unlisted Liontrust Funds, (although the

funds themselves are unlisted they are primarily invested in listed equity securities), which are both disclosed in note

13 on pages 79 to 82. The Company also has unlisted investments which are indirectly impacted by movements in

listed equity prices and related variables. The Board sets the overall investment strategy and allocation which aims

to achieve a spread of investments across sectors and regions in order to reduce risk.

Notes to the Accounts

REPORT & ACCOUNTS 2022 89

22 Financial Instruments and Risk Profile continued

The Board receives reports on the investment portfolio, performance and volatility on a regular basis in order to

ensure that the investment portfolio is in accordance with the investment policy.

Liontrust’s policy as Fund Manager is to manage risk through a combination of monitoring the exposure to individual

securities, industry and geographic sectors, whilst maintaining a constant awareness in real time of the portfolio

exposures in accordance with the investment strategy. Any derivative positions are marked to market and exposure

to counterparties is also monitored on a daily basis by Liontrust. At the year end the Company itself did not hold any

derivatives (2021: None).

As mentioned earlier, Liontrust may, and do, use derivative instruments including index-linked notes, contracts for

difference, covered options and other equity-related derivative instruments for efficient portfolio management and

investment purposes. As also noted previously this may occur in the Liontrust funds and there have been no

derivatives used in the Liontrust UKES. The Board has regular presentations from Liontrust on their investment

strategy and approach.

The following table details the exposure to market price risk on the listed and unlisted equity investments:

2022

£000

2021

£000

Non-current investments held at fair value through profit or loss

Listed equity investments 53,822 60,563

Unlisted equity investments (Liontrust Funds) 77,727 84,786

Unlisted equity investments 49 25,201

131,598 170,550

Sensitivity Analysis

If share prices on listed equity security investments and the unlisted equity investments (Liontrust Funds) had

decreased by 10% at the reporting date with all other variables remaining constant, the net return before tax and the

net assets would have decreased by the amounts shown below. Details of the sensitivity analysis in respect of the

investment in MAM is shown in note 13 on page 82.

Income statement 2022

£000

2021

£000

Capital return 13,159 14,535

Net assets 13,159 14,535

A 10% increase in listed equity security share prices would have resulted in a proportionately equal and opposite

effect on the above amounts on the basis that all other variables remain constant.

Credit Risk

Credit risk is the risk of other parties failing to discharge an obligation causing the Company financial loss.

The Company’s exposure to credit risk is managed by the following:

• The Company’s investments are held on its behalf by the Company’s Depositary, who delegates safekeeping to

the Custodian, the Bank of New York Mellon SA/NV, London branch, which if it became bankrupt or insolvent

could cause the Company’s rights with respect to securities held to be delayed. However under the UK AIFMD,

the Depositary provides certain indemnities in respect of the Company’s investments. The Company receives

regular internal control reports from the Custodian which are reported to and reviewed by the Audit Committee.

90 MAJEDIE INVESTMENTS PLC

22 Financial Instruments and Risk Profile continued

• Investment transactions are undertaken by Liontrust with a number of approved brokers in the ordinary course of

business on a contractual delivery versus payment basis. Liontrust has procedures in place whereby all new

brokers are subject to credit checks and approval by them prior to any business being undertaken. Liontrust

utilises the services of a large range of approved brokers thereby mitigating credit risk by diversification.

• Company cash is held at banks that are considered to be reputable and of high quality. Cash balances above a

certain threshold are spread across a range of banks to reduce concentration risk.

Credit Risk Exposure

The table below sets out the financial assets exposed to credit risk as at the reporting date:

2022

£000

2021

£000

Cash on deposit and at banks 6,746 3,162

Sales for future settlement 140 160

Interest, dividends and other receivables 199 182

7,085 3,504

Minimum exposure during the year 3,036 3,272

Maximum exposure during the year 24,697 21,863

All amounts included in the analysis above are based on their carrying values.

None of the financial assets were past due at the current or prior reporting date.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting its obligations as they fall due.

Liquidity risk is monitored, although it is recognised that the majority of the Company’s assets are invested in quoted

equities and other quoted securities that are readily realisable (Liontrust fund investments are highly liquid). The

Board has various limits in respect to how much of the Company’s assets can be invested in any one company. The

unlisted investments in the portfolio are subject to liquidity risk, but such investments (excluding Liontrust) are in

realisation mode and represent a very small part of the portfolio. Nonetheless limits remain for any such investments

and liquidity risk would always be considered when making investment decisions in such securities. The Company

has no concentration risk, the largest concentration is less than 4% (2021: 14.5%) of the Company’s total assets.

The Company maintains an appropriate level of non-investment related cash balances in order to finance its

operations. The Company regularly monitors such cash balances to ensure all known or forecasted liabilities can be

met. The Board receives regular reports on the level of the Company’s cash balances. The Company does not have

any overdraft or other undrawn borrowing facilities to provide liquidity.

Notes to the Accounts

REPORT & ACCOUNTS 2022 91

22 Financial Instruments and Risk Profile continued

A maturity analysis of financial liabilities showing remaining contractual maturities is detailed below:

2022

Undiscounted cash flows

Due within

1 year

£000

Due

between

1 and

2 years

£000

Due

between

2 and

3 years

£000

Due 3 years

and beyond

£000

Total

£000

7.25% 2025 debenture stock 20,700 20,700

Interest on debenture stock 1,501 1,501 750 3,752

Payments due in respect of the lease liability 70 70 70 210

Trade payables and other liabilities* 1,123 1,123

Total liabilities from financing activities 2,694 1,571 21,520 25,785

2021

Undiscounted cash flows

Due within

1 year

£000

Due

between

1 and

2 years

£000

Due

between

2 and

3 years

£000

Due 3 years

and beyond

£000

Total

£000

7.25% 2025 debenture stock 20,700 20,700

Interest on debenture stock 1,501 1,501 1,501 750 5,253

Payments due in respect of the lease liability 70 70 70 70 280

Trade payables and other liabilities* 1,340 1,340

Total liabilities from financing activities 2,911 1,571 1,571 21,520 27,573

* Excludes the current portion of the lease liability.

Categories of financial assets and liabilities

The following table analyses the carrying amounts of the financial assets and liabilities by categories as defined in

IFRS 9:

Financial assets 2022

£000

2021

£000

Financial assets at fair value through profit or loss

Equity securities 131,598 170,550

131,598 170,550

Other financial assets* 7,155 3,562

138,753 174,112

Financial liabilities

Financial liabilities measured at amortised cost** 22,049 22,203

22,049 22,203

* Other financial assets include cash and cash equivalents, sales for future settlement, dividend and interest receivable and other receivables.

** Financial liabilities measured at amortised cost include; debenture stock in issue, lease liability, purchases for future settlement, investment

management fees, other payables and accrued expenses.

92 MAJEDIE INVESTMENTS PLC

22 Financial Instruments and Risk Profile continued

The investment portfolio has been valued in accordance with the accounting policy in note 1 to the accounts, i.e. at

fair value. The lease liability carrying value is considered to be its fair value. The debenture stock is classified as level

3 under the fair value hierarchy. The fair value of the debenture stock is calculated using a standard bond pricing

method, using a redemption yield of a similar UK Gilt stock with an appropriate margin being applied.

Book

Value

2022

£000

Book

Value

2021

£000

Fair

Value

2022

£000

Fair

Value

2021

£000

£20.7m (2021: £20.7m) 7.25%

2025 debenture stock 20,623 20,595 20,817 23,617

20,623 20,595 20,817 23,617

Capital Management Policies and Procedures

The Company’s capital management objectives are:

• to ensure that it is able to continue as a going concern; and

• to maximise the revenue and capital returns to its shareholders through a mix of equity capital and debt. The

Board set a range for the Company’s net debt (comprised as debentures less cash) at any one time which is

maintained by management of the Company’s cash balances.

2022

£000

2021

£000

Net Debt

Adjusted cash and cash equivalents* (6,032) (2,092)

Debentures 20,623 20,595

Lease liability 203 268

Sub total 14,794 18,771

Equity

Equity share capital 5,299 5,300

Retained earnings and other reserves 111,588 146,853

Equity shareholders Funds 116,887 152,153

Gearing

Net debt as a percentage of Equity Shareholders’ Funds 12.6% 12.3%

* Adjusted cash and cash equivalents comprise cash plus current assets less current liabilities (excluding the current portion of the lease liability).

Maximum potential gearing represents the highest gearing percentage on the assumption that the Company had no

net current assets. As at 30 September 2022 this was 17.8% (2021: 13.7%).

The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis.

The review includes:

• the level of gearing, taking into account Liontrust’s views on capital markets; and

• the level of the Company’s free float of shares as the Barlow family owns approximately 54% of the share capital

of the Company; and

• the extent to which revenue in excess of that required to be distributed should be retained.

Notes to the Accounts

REPORT & ACCOUNTS 2022 93

22 Financial Instruments and Risk Profile continued

These objectives, policies and processes for managing capital are unchanged from the prior period.

The Company is also subject to various externally imposed capital requirements which are that:

• the debenture are not to exceed, in aggregate, 66 2/3% of the adjusted share capital and reserves in accordance

with the relevant Trust Deed; and

• the Company has to comply with statutory requirements relating to dividend distributions; and

• the UK AIFMD imposes a requirement for all AIFs to have in place a limit on the amount of leverage that they may

hold. It is then the responsibility of the relevant AIFM to ensure that this limit is not exceeded, which in this case is

the Company (as a self-managed AIF).

Leverage is similar to gearing (as calculated in accordance with AIC guidelines previously), but the UK AIFMD

mandates a certain calculation methodology which must be applied. Leverage as calculated under the UK AIFMD

methodology for the Company is:

Gross Method

2022

£000

2021

£000

Investments held at fair value through profit or loss 131,598 170,550

Total investments at exposure value as defined under the UK AIFMD 131,598 170,550

Shareholders’ funds 116,887 152,153

Leverage (times) 1.12 1.12

Commitment Method

2022

£000

2021

£000

Investments held at fair value through profit or loss 131,598 170,550

Cash and cash equivalents 6,746 3,162

Total investments at exposure value as defined under the UK AIFMD 138,344 173,712

Shareholders’ funds 116,887 152,153

Leverage (times) 1.18 1.14

The leverage figures calculated above represent leverage as calculated under the gross and commitment methods

as defined under the UK AIFMD (a figure of 1 represents no leverage or gearing). The two methods differ in their

treatment of amounts outstanding under derivative contracts with the same counterparty, which are not applicable

to the Company, and of the treatment of cash balances. In both methods the Company has included the debenture

by including the value of investments purchased by those borrowings, rather than their balance sheet value. The

Company’s leverage limit under the UK AIFMD is 1.5 times, which equates to a borrowing level of 50% (the

Company has not exceeded this limit at any time during the year or the prior year).

These requirements are unchanged from the prior year and the Company has complied with them.

94 MAJEDIE INVESTMENTS PLC

23 Related Party Transactions

The company had no related parties at 30 September 2022.

Majedie Asset Management (MAM)

MAM ceased to be a related party as the investment holding in MAM was sold to Liontrust Asset Management

(Liontrust) on 30 March 2022.

The table below discloses the transactions and balances for the related party:

Transactions during the period:

2022

£000

2021

£000

Dividend income received from MAM 7,621 4,027

Management fee income due to MAM (Segregated Portfolio only) 76 304

Balances outstanding at the end of the period:

Between the Company and MAM (Segregated Portfolio investment management fees) 81

Value of the Company’s investment in MAM 25,161

Remuneration

The remuneration of the Directors, who are the key management personnel of the Company, is set out below in

aggregate for each of the categories specified in IAS 24: Related Party disclosures. There are no amounts outstanding

at 30 September 2022 for Directors fees or salary (2021: Nil). Further information about the remuneration of individual

Directors is provided in the audited section of the Report on Directors’ Remuneration on page 46.

2022

£000

2021

£000

Short term employee benefits 378 390

378 390

24 Post Balance Sheet Date Events

On 10 November 2022 the Company issued an announcement saying it was proposing to change its investments

management arrangements. The Company is proposing to appoint Marylebone Partners LLP (Marylebone) as its

investment manager and change the Company’s investment objective and policy to follow a liquid endowment

investment strategy. A General Meeting will be held alongside the Company’s Annual General Meeting on

25 January 2023. If shareholders approve the new investment policy, Marylebone will be appointed as the

Company’s investment manager immediately following the General Meeting.

Marylebone will receive an annual management fee of 0.9% of market capitalisation of the Company up to

£150 million; 0.75% of market capitalisation between £150 million and £250 million and 0.65% above £250 million.

The market capitalisation for the calculation of the fee shall be subject to a cap of a 5% premium to net asset value.

Marylebone will waive one half of the management fee payable by the Company for a period of 12 months from

Marylebone’s appointment as investment manager. The benefit of this will be amortised over the minimum

non-cancellable period of the contract of two and a half years.

In addition, on appointment of Marylebone as investment manager, the Company will become a partner of

Marylebone, entitling it to 7.5% of residual profits and capital. This is to be granted for no consideration as set out in

the contractual arrangements and any relevant value will be assessed at each reporting date.

Notes to the Accounts

REPORT & ACCOUNTS 2022 95

Notice of Meeting

This Notice of Meeting is an important document. If shareholders are in any doubt as to what action to take, they

should consult an appropriate independent advisor.

Notice is hereby given that the one hundred and twelfth Annual General Meeting of Majedie Investments PLC will be

held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on Wednesday, 25 January 2023 at

12 noon for the purpose of transacting the following:

To consider and, if thought fit, pass the following Resolutions of which Resolutions 1 to 12 will be proposed as

Ordinary Resolutions and Resolutions 13 to 15 shall be proposed as Special Resolutions. All business to be

transacted at the AGM is Ordinary Business for the purpose of the Listing Rules.

Ordinary Resolutions

1. To receive the Directors’ Report and Accounts for the year ended 30 September 2022.

2. To approve the Directors’ Remuneration Report for the year ended 30 September 2022, which can be found on

pages 46 to 49.

3. To declare a final dividend of 4.2p per share in respect of the year ended 30 September 2022.

4. To declare a special dividend of 1.8p per share in respect of the year ended 30 September 2022.

5. To re-elect CD Getley as a Director.

6. To re-elect JM Lewis as a Director.

7. To re-elect AMJ Little as a Director.

8. To re-elect JWM Barlow as a Director.

9. To re-elect RW Killingbeck as a Director.

10. To re-appoint Ernst & Young LLP as auditors.

11. To authorise the Directors to fix the auditor’s remuneration.

12. THAT for the purposes of section 551 of the Companies Act 2006 the Directors be generally and unconditionally

authorised to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert

any securities into, Ordinary Shares up to a maximum number of 5,294,579 Ordinary Shares, provided that:

a) the authority granted shall (unless previously revoked or renewed) expire at the conclusion of the next annual

general meeting of the Company in 2024, or if earlier, on the expiry of 15 months from the passing of this

Resolution; and

b) the authority shall allow and enable the Directors to make an offer or agreement before the expiry of that

authority which would or might require relevant securities to be allotted after such expiry and the Directors

may allot relevant securities in pursuance of any such offer or agreement as if that authority had not expired.

Special Resolutions

13. THAT, subject to the passing of resolution 12 above, the Directors be empowered in accordance with sections

570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of

the Act) of the Company for cash pursuant to the authority conferred by resolution 12 as if section 561 of the

Act did not apply to any such allotment, provided that:

a) the power granted shall be limited to the allotment of equity securities wholly for cash up to a maximum

number of 5,294,579 Ordinary Shares;

b) the authority granted shall (unless previously revoked) expire at the conclusion of the next Annual General

Meeting of the Company in 2024, if earlier, 15 months after the passing of this resolution; and

c) the said power shall allow and enable the Directors to make an offer or agreement before the expiry of that

power which would or might require equity securities to be allotted after such expiry and the Directors may

allot equity securities in pursuance of such offer or agreement as if that power had not expired.

96 MAJEDIE INVESTMENTS PLC

14. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of

the Companies Act 2006 (the Act) to make market purchases (within the meaning of section 693 of the Act) of

Ordinary Shares of 10p each in the capital of the Company (Ordinary Shares), provided that:

a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 7,944,519, or if less,

14.99% of the number of shares in circulation immediately following the passing of this Resolution;

b) the minimum price which may be paid for each Ordinary Share is 10p;

c) the maximum price payable by the Company for each Ordinary Share is the higher of:

(i) 105% of the average of the middle market quotations of the Ordinary Shares in the Company for the five

business days prior to the date of the market purchase; and

(ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current

independent bid for an Ordinary Share on the trading venues where the market purchases by the

Company pursuant to the authority conferred by this Resolution 14 will be carried out;

d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the

Company in 2024 or, if earlier, on the expiry of 18 months from the passing of this Resolution, unless such

authority is renewed prior to such time; and

e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior

to the expiry of such authority which will or may be executed wholly or partly after the expiration of such

authority and may make a purchase of Ordinary Shares pursuant to any such contract.

15. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other

than annual general meetings) on 14 clear days’ notice.

By order of the Board

Link Company Matters Limited

Company Secretary

19 December 2022

Registered Office Registered in England Number: 109305

1 King’s Arms Yard

London

EC2R 7AF

Notice of Meeting

REPORT & ACCOUNTS 2022 97

Explanation of Notice of Annual General Meeting

Resolution 1 – To receive the Directors’ Report and Accounts

The Directors are required to present the financial statements, Directors’ report, and Auditor’s report to the meeting.

These are contained in the Company’s Annual Report and Financial Statements 2022. A resolution to receive the

financial statements, together with the Directors’ report and the Auditor’s report on those accounts for the financial

period ended 30 September 2022 is included as an ordinary resolution.

Resolution 2 – Directors’ Remuneration Report

Reflecting the remuneration reporting regime which came into effect on 1 October 2013, shareholders have an annual

advisory vote on the report on Directors’ remuneration. Accordingly, shareholders are being asked to vote on the

receipt and approval of the Directors’ Remuneration Report as set out on pages 46 to 49 of the 2022 Annual Report.

Resolutions 3 and 4 – Final Dividend and Special Dividend

The Board proposes a final dividend of 4.2 pence per share in respect of the year ended 30 September 2022. If

approved, the recommended final dividend will be paid on 27 January 2023 to all ordinary shareholders who are on

the register of members on 13 January 2023. The shares will be marked ex-dividend on 12 January 2023.

As explained in the Annual Report, a special dividend of 1.8 pence per share, in addition to the final dividend, is

being proposed to reflect the new dividend policy of paying circa 0.75% of NAV quarterly, which would come into

effect, subject to the new investment policy being approved by shareholders at the General Meeting. The special

dividend will have the same record and payment dates as the final dividend. Resolution 4 seeks shareholder

approval of this special dividend.

Resolutions 5 to 9 – Re-election of Directors

The Company’s Articles of Association require that at every Annual General Meeting any Director who has not retired

from office at the preceding two Annual General Meetings shall stand for re-election by the Company. Despite this,

and in line with good corporate governance, all of the Directors have chosen to put themselves up for annual

re-election.

Full biographies of all the Directors are set out in the Company’s 2022 Annual Report and are also available for

viewing on the Company’s website http://www.majedieinvestments.com/overview.

Mr Christopher D Getley

Mr Getley has over 25 years’ experience at senior level in financial services. He has extensive knowledge of the

investment industry as a Partner and Fund Manager at Cazenove & Co and as a Director at Deutsche Asset

Management. Subsequently, he was CEO of Westhouse Securities, an institutional stockbroker. He is currently

Executive Chairman of AgPlus Diagnostics Limited and Non-Executive Chairman of Masawara PLC, an investment

company focused on patient private equity capital in Southern Africa.

Ms Jane M Lewis

Ms Lewis is an investment trust specialist with extensive experience within the sector. Her position as Chairman of

Invesco Perpetual UK Smaller Companies Investment Trust PLC along with her other investment trust directorships

allow her to provide invaluable insights and to rigorously assess and challenge the performance of the investment

manager.

Mr A Mark J Little

Mr Little has an extensive knowledge of the investment industry, having previously served as the Managing Director

of Barclays Wealth Scotland and Northern Ireland. Prior to this role he was Global Head of Automotive Research at

Deutsche Bank having previously qualified as a Chartered Accountant with Price Waterhouse. He is currently a

Non-Executive Director of Securities Trust of Scotland and Blackrock Smaller Companies Trust Plc, where he chairs

the audit committees, and abrdn Equity Income Trust PLC. He also acts as a consultant to Lindsays LLP and North

Capital Wealth Management.

98 MAJEDIE INVESTMENTS PLC

Mr J William M Barlow

Mr Barlow has extensive experience within, and knowledge of, the investment management sector. This enables him

to rigorously assess and challenge the investment manager on strategy and performance. Mr Barlow’s tenure with

Majedie Investments PLC gives him invaluable insight into the Company. His experience in investment management

placed him in a strong position to advise on matters such as asset allocation. Following a thorough Board

evaluation, the Board agrees that Mr Barlow continues to be an effective member of the Board and recommends

him for re-election.

Mr Richard W Killingbeck

Mr Killingbeck brings to the Board over 35 years’ experience in the financial services sector. He is currently

Managing Director at Harris Allday, managing circa £3bn AUM, bringing to the Board valuable knowledge in asset

allocation and management. This allows Mr Killingbeck to be able to effectively assess and challenge the investment

manager on performance and strategy. In addition, in his role as director and latterly Chairman of the Bankers

Investment Trust, he brings broad investment trust experience to the Board.

Resolutions 10 and 11 – Re-appointment and Remuneration of Auditor

At each meeting at which the Company’s financial statements are presented to its members, the Company is

required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit

Committee, recommends the re-appointment of Ernst & Young LLP and gives authority to the Audit Committee to

determine the auditor’s remuneration.

Resolution 12 – Authority to allot ordinary shares

Resolution 12 authorises the Board to allot ordinary shares generally and unconditionally in accordance with Section

551 of the Companies Act 2006 up to a maximum number of 5,294,579 Ordinary Shares, representing

approximately 9.99% of the issued ordinary share capital at the date of the Notice. The Company does not hold any

shares in treasury.

No ordinary shares will be issued at a price less than the prevailing net asset value per Ordinary Share at the time of

issue. This authority shall expire at the Annual General Meeting to be held in 2024.

Resolution 13 – Authority to dis-apply pre-emption rights

Resolution 13 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption

rights of existing shareholders in relation to issues of ordinary shares under Resolution 12 (being a maximum number

of 5,294,579 Ordinary Shares, representing approximately 9.99% of the issued ordinary share capital at the date of

the Notice). This authority shall expire at the Annual General Meeting to be held in 2024.

Resolution 14 Purchase of Own Shares

Resolution 14 is a special resolution that will grant the Company authority to make market purchases of up to

7,944,519 Ordinary Shares, representing 14.99% of the ordinary shares in issue as at the date of the Notice.

The maximum price which may be paid for each Ordinary Share must not be more than the higher of (i) 105% of the

average of the mid-market values 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. The minimum price which may be paid for each ordinary share is £0.10.

The Directors would not exercise the authority granted under this resolution unless they consider it to be in the best

interests of shareholders. Purchases would be made in accordance with the provisions of the Companies Act 2006

and the Listing Rules. This authority shall expire at the Annual General Meeting to be held in 2024 when a resolution

to renew the authority will be proposed.

Resolution 15 – Notice Period for General Meetings

Resolution 15 is a special resolution that will give the Directors the ability to convene general meetings, other than

annual general meetings, on a minimum of 14 clear days’ notice. The minimum notice period for annual general

meetings will remain at 21 clear days. This authority would provide the Company with flexibility where action needs

to be taken quickly but will only be used where the Directors consider it in the best interests of shareholders to do

so and the matter is required to be dealt with expediently. The approval will be effective until the Company’s Annual

General Meeting to be held in 2024, at which it is intended that renewal will be sought.

Notice of Meeting

REPORT & ACCOUNTS 2022 99

Recommendation

Full details of the above resolutions are contained in the Notice. The Directors consider that all the resolutions to be

proposed at the Annual General Meeting 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.

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 close of business

on 23 January 2023 (or, in the event of any adjournment, close of business on the date which is two days (excluding

weekends and bank holidays) before the time of the adjourned meeting). Changes to the register of members after

the relevant deadline shall be disregarded in determining the rights of any person to attend and 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. If multiple proxies

are appointed, they must not be appointed in respect of the same shares. To be effective, a copy of the enclosed

personalised form of proxy, together with any power of attorney or other authority under which it is signed or a

certified copy thereof, should be lodged at the office of the Company’s Registrar, not later than 48 hours before

(excluding weekends and bank holidays) the time of the meeting or any adjustment thereof. 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. On a vote by 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 Company in writing.

To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each

appointment (you may photocopy the proxy form), stating clearly on each proxy form how many shares the proxy is

appointed in relation to. A failure to specify the number of shares each proxy appointment relates to 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. All proxy forms must be

signed and should be returned together in the same envelope.

Shareholders may cast a vote electronically rather than completing a hard copy proxy form. To do so, go to

Computershare’s URL: www.investorcentre.co.uk/eproxy where the following details, which can be found on your

proxy card or in an email received from Computershare, will be required:

• the meeting control number.

• your shareholder reference number; and

• your unique pin codes.

For the electronic proxy to be valid it must be received by Computershare no later than 12.00 noon on Monday,

23 January 2023.

Note 3

In the case of joint holders, where more than one of the joint holders’ purports to appoint a proxy, only the appointment

submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the

joint holders appear in the register of members in respect of the joint holding (the first-named being the most senior).

Note 4

Any 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 member by

whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the

Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise

it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of

voting rights. The statements of the rights of members in relation to the appointment of proxies in Note 2 above

does not apply to a Nominated Person. The rights described in that Note can only be exercised by registered

members of the Company.

100 MAJEDIE INVESTMENTS PLC

Note 5

Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001, only those shareholders registered in

the register of members of the Company as at close of business on 23 January 2023 shall be entitled to attend and

vote at the aforesaid Annual General Meeting in respect of the number of shares registered in their name at that

time. Changes to entries on the relevant register of members after close of business on 23 January 2023 (the

specified time) shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the

meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting,

that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the

purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is

adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register of

members at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives

notice of the adjourned Meeting, at the time specified in that notice.

Note 6

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service

may do so for this meeting and any adjournment(s) thereof by using the procedures described in the CREST

Manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST Personal

Members or other CREST sponsored members, and those CREST members who have appointed a voting service

provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the

appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST

message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications

and must contain the information required for such instructions, as described in the CREST Manual. The message,

regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a

previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID

3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose,

the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the

CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST

should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service 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 7

As at the date of this Notice, the Company’s issued share capital and total voting rights amounted to 52,998,795

Ordinary Shares carrying one vote each.

Notice of Meeting

REPORT & ACCOUNTS 2022 101

Note 8

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 9

Any corporation which is a member can appoint one or more corporate representative(s) who may exercise, on its

behalf, all its powers as a member provided that no more than one corporate representative exercises powers in

relation to the same shares.

Note 10

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 accounts (including the Auditors’ Report and the conduct of

the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor

of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in

accordance with section 437 of the 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 auditor not later than the time when it makes

the statement available on the website. The business which may be dealt with at the Annual General Meeting

includes any statement that the Company has been required under section 527 of the Companies Act 2006 to

publish on a website.

Note 11

A copy of this notice and any subsequent notices in respect of section 388A and any information required under

section 311A of the Companies Act 2006 will be available on the Company’s website www.majedieinvestments.com.

Note 12

The terms and conditions of appointment of Directors will be available for inspection at the registered office of the

Company during usual business hours on any weekday (except Saturdays, Sundays 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.

Note 13

You may not use any electronic address provided either in this Notice of Meeting or any related documents

(including the form of proxy) to communicate with the Company for any purposes other than these expressly stated.

Note 14

If a shareholder receiving this notice has sold or transferred all shares in the Company, this notice and any other

relevant documents (e.g., form of proxy) should be passed to the person through whom the sale or transfer was

affected, for transmission to the purchaser.

Note 15

Personal data provided by shareholders at or in relation to the Meeting will be processed in line with the Company’s

102 MAJEDIE INVESTMENTS PLC

Majedie Savings Plans

Before investing in the Company’s shares, potential investors must read the Key Information Document and the

Investor Disclosure Document. They are available on the Company’s website at www.majedieinvestments.com,

under the investing section.

Majedie Corporate ISA

You are no longer able to put new money into a Majedie Corporate ISA. However, your existing ISA investments

remain sheltered from tax in an ISA.

Please note that ISA limits apply and taxation levels and bases are subject to change. Past performance of

investments is not a guide to future performance as their value can go down as well as up.

Further details may be obtained from Halifax Share Dealing Limited the Majedie Corporate ISA Manager.

Halifax Share Dealing Limited. Registered in England and Wales no. 3195646. Registered Office: Trinity Road, Halifax,

West Yorkshire, HX1 2RG. Authorised and regulated by the Financial Conduct Authority under registration number

183332. A Member of the London Stock Exchange and an HM Revenue & Customs Approved ISA Manager.

Majedie ISA (formerly a PEP)

You are no longer able to put new money into a PEP. However, your existing PEP investments remain sheltered from

tax in an ISA.

Please note that ISA limits apply and taxation levels and bases are subject to change. Past performance of

investments is not a guide to future performance as their value can go down as well as up.

Further details may be obtained from the Company’s ISA Manager, The Share Centre, PO Box 2000, Aylesbury,

Buckinghamshire HP21 8ZB (website: www.share.com).

REPORT & ACCOUNTS 2022 103

Shareholder Information

Registered Office

1 King’s Arms Yard

London EC2R 7AF

Telephone: 020 7382 8170

E-mail: majedie@majedieinvestments.com

Registered Number: 109305 England

Company Secretary

Link Company Matters Limited

6th Floor

65 Gresham Street

London EC2V 7NQ

Fund Manager

Liontrust Asset Management Limited

2 Savoy Court

London WC2R 0EZ

Telephone: 020 7412 1700

Email: info@liontrust.co.uk

Depositary

The Bank of New York Mellon (International) Limited

1 Canada Square

London E14 5AL

The Depositary acts as global custodian and may

delegate safekeeping to one or more global sub-

custodians. The Depositary has delegated safekeeping

of the assets of the Company to The Bank of New

York Mellon SA/NV and The Bank of New York Mellon.

AIFM

Majedie Investments PLC

Solicitor

Dickson Minto W.S.

16 Charlotte Square

Edinburgh EH2 4DF

Website

www.majedieinvestments.com

Registrars

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

Telephone: 0370 707 1159

Shareholders should notify all changes of name and

address in writing to the Registrars. Shareholders may

check details of their holdings, historical dividends,

graphs and other data by accessing

www.investorcentre.co.uk.

Shareholders wishing to receive communications from

the Registrars by email (including notification of the

publication of the annual and interim reports) should

Shareholders will need their shareholder number,

shown on their share certificate and dividend vouchers,

in order to access both of the above services.

Auditors

Ernst & Young LLP

25 Churchill Place

Canary Wharf

London E14 5EY

Stockbrokers

J.P. Morgan Cazenove

25 Bank Street

London E14 5JP

ISIN

Ordinary: GB0005555221

Debenture 7.25% 31/03/2025: GB0006733058

Ticker

Ordinary: MAJE

Debenture 7.25% 31/03/2025: BD22

Sedol

Ordinary: 0555522

Debenture 7.25% 31/03/2025: 0673305

104 MAJEDIE INVESTMENTS PLC

Key Dates in 2023

Ex-dividend date 12 January 2023

Record date 13 January 2023

Annual General Meeting 25 January 2023

2021/22 final dividend payable 27 January 2023

Interim results announcement May 2023

2022/23 interim dividend payable June 2023

Financial year end 30 September 2023

Final results announcement December 2023

Annual Report mailed to

shareholders December 2023

Website

www.majedieinvestments.com

Share Price

The share price is quoted daily in The Times, Financial

Times, The Daily Telegraph, The Independent and

London Evening Standard. Shares may be bought

through Majedie Corporate ISA (details of which are set

out on page 102). You may transfer an existing PEP or

ISA to the Majedie ISA (page 102). You may also

purchase shares through a web-based investment

platform or via your stockbroker or bank.

Net Asset Value

The Company announces its net asset value daily

through the London Stock Exchange and on its

website. The Financial Times publishes daily estimates

of the net asset value and discount.

Capital Gains Tax

For capital gains tax purposes the adjusted market

price of the Company’s shares at 31 March 1982 was

35.875p per 10p share. Former shareholders of Barlow

Holdings PLC are recommended to consult their

professional advisers in this regard.

Warning to shareholders

Please be aware that there has been an increase in

reports of share scams, where fraudsters cold-call

investors offering a range of financial propositions.

Majedie Investments PLC has not and would not

instruct any third party to make an offer to our

shareholders or to act on our behalf in this way.

Therefore, Majedie Investments PLC would like to

remind its shareholders to remain vigilant at all times. If

you are in any doubt, or have any concerns, regarding

an offer to purchase shares by a third party, please

contact Computershare.

To find out more information on how you can protect

yourself, please visit the Financial Conduct Authority

(FCA) website: www.fca.org.uk/scamsmart, or call the

FCA’s consumer helpline: 0800 111 6768.

Shareholder Information

Majedie Investments PLC

1 King’s Arms Yard

London EC2R 7AF

Telephone 020 7382 8170

E-mail majedie@majedieinvestments.com