Annual Report and
Financial Statements
The Scottish American
Investment Company P.L.C.
(SAINTS)
Income again and again
31 December 2025
Notes
None of the views expressed in this document
should be construed as advice to buy or sell a
particular investment.
Investment trusts are UK public listed companies
and as such comply with the requirements of the
Financial Conduct Authority (‘FCA’). They are
notauthorised or regulated by the FCA.
SAINTS currently conducts its affairs, and intends
to continue to conduct its affairs, so that the
Company’s ordinary shares can qualify to be
considered as a mainstream investment product
and can be recommended by Independent
Financial Advisers to ordinary retail investors in
accordance with the rules of the FCA in relation
tonon‑mainstream investment products.
This document is important and requires your
immediate attention.
Investor disclosure document
The UK Alternative Investment Fund Managers Regulations requires
certain information to be made available to investors prior to their
investment in the Company. The Company’s Investor Disclosure
Document is available for viewing at saints-it.com.
If you reside in the UK and you are in any doubt as to
the action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised
under the Financial Services and Markets Act 2000
immediately. If you are outside the UK, you should
consult an appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your
ordinary shares in The Scottish American Investment
Company P.L.C., please forward this document,
together with any accompanying documents,
butnotyour personalised Form of Proxy, as soon
as possible to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom
thesale or transfer was or is being effected for
delivery to the purchaser or transferee.
The Scottish American Investment Company P.L.C.
01
Contents
Introduction
Financial highlights 03
Strategic report
Chairman’s statement 05
Investment approach 10
Portfolio managers 14
Managers’ review 15
Performance attribution 20
Distribution of portfolio 21
Review of investments 22
List of investments 26
Property portfolio 30
One year summary 32
Five year summary 34
Ten year record 36
Environmental, social and governance 38
Business review 39
Governance report
Directors and management 51
Directors’ report 55
Corporate governance report 60
Audit committee report 68
Directors’ remuneration report 71
Statement of Directors’ responsibilities 75
Financial report
Independent Auditor’s report 77
Income statement 84
Balance sheet 85
Statement of changes in equity 86
Cash flow statement 87
Notes to the Financial Statements 88
Shareholder information
Notice of Annual General Meeting 105
Further shareholder information 110
Third party data provider disclaimer 112
Sustainable Finance Disclosure Regulation 113
Communicating with shareholders 115
Insights 117
Glossary of terms and alternative performance measures 118
Introduction
Annual Report and Financial Statements 2025
02
Financial highlights
Year to 31 December 2025
Dividend
15.92p
Yield
†
3.1%
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 112.
* Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
†
Yield at the year end based on dividends paid and payable in respect of the year.
Past performance is not a guide to future performance.
SAINTS aims to deliver real
dividendgrowth by increasing
capitaland growing income.
Share price total return*
(figures rebased to 100 at 31 December 2015)
20252015 2017 2020 2022 20242016 20192018 2021 2023
● Share price total return*
50
300
150
200
100
250
Dividend versus inflation
(figures rebased to 100 at 31 December 2015)
100
110
120
130
140
150
20252015 2017 2020 2022 20242016 20192018 2021 2023
● SAINTS dividend ● CPI
100
150
130
110
140
120
Premium/(discount)*
(figures plotted at month end dates)
● Premium/(discount) (after deducting borrowings at fair value)*
20252015 2016 2017 2018 2019 2020 2023 20242021 2022
● Premium/(discount)* (after deducting borrowings at book value)
(15%)
10%
(10%)
(5%)
5%
0%
The Scottish American Investment Company P.L.C.
03
Net dividend paid per share
Source: The Scottish American Investment Company P.L.C. Annual Reports, Baillie Gifford. Dividends are shown net of withholding taxes since 1973, when
Advanced Corporation Tax was first introduced in the UK. Dividends from 1965‑1973 are shown net of the 45% Corporation Tax introduced in the Financial
Act of 1965. Dividends prior to 1965 are shown as if the Corporation Tax had existed before 1965, on a comparable basis. Inflation data sourced from the
Office for National Statistics.
0.01
0.02
0.04
0.08
0.16
0.32
0.64
1.28
2.56
5.12
10.24
20.48
1937
1939
1941
1943
1945
1947
1949
1951
1953
1955
1957
1959
1961
1969
1965
1967
1969
1971
1973
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023
2025
World War II
Suez
crisis
Cuban Missile
crisis
OPEC
crisis
IMF
crisis
EM
crisis
Dot Com
bubble
Great Financial
crisis
Trump
Trade Wars/
Brexit
Covid
Pandemic
Recession
Annualised growth:
Since 1938 Since 2003
UK CPI 5% 2%
SAINTS DPS 8% 5%
Difference (ahead of inflation) 3% 3%
2025 dividend (paid and proposed) (15.92p)
*
†
Annual dividend (p)
SAINTS dividend (pence)
Long-term dividend growth
* 1938: SAINTS last dividend reduction (US dollar repatriation for WW2).
†
2003: Baillie Gifford appointed, with effect from the 1st of January 2004.
This strategic report, which
includes pages 05 to 49 and
incorporates the Chairman’s
statement, has been prepared in
accordance with the Companies
Act 2006.
Strategic
report
The Scottish American Investment Company P.L.C.
05
Chairman’s
statement
SAINTS’ objective is to deliver real dividend growth
by increasing capital and growing income. The Board
is recommending a final dividend which will bring the
total dividends for the year to 15.92p per share, an
increase of 7% over the previous year, more than
twice the rate of inflation. The Company continues
to meet its objective of growing dividends ahead of
inflation over the long term, and the recommended
dividend will extend the Company’s record of raising
its dividend to fifty‑two consecutive years.
However, despite encouraging income growth,
total returns have not kept up with the market and
the discount which emerged at the beginning of
2024 has persisted. Nonetheless, it is the Board’s
belief that demand for an income which grows
ahead of inflation remains at the core of SAINTS’
shareholders’ requirements, and it considers that
SAINTS is well placed reliably to deliver on this
objective in the future as it has done in the past.
The Board regularly reviews and continues to have
confidence in the Company’s underlying investment
strategy and in its managers, whilst maintaining
a sharp focus on the operational performance of
the Company’s holdings and engaging with the
manager on performance and the robustness and
suitability of their investment process. The Board
also recognises the importance of Baillie Gifford’s
scale, resources and stability as a partnership, and
the close alignment of the Company’s and Baillie
Gifford’s focus on the long term. The Board takes
the discount seriously and continued a programme
of share buy backs in 2025.
Lord Macpherson
ofEarl’s Court
Chairman
Appointed to
theBoard in 2016
and as Chairman
in2022
Strategic report
Annual Report and Financial Statements 2025
06
Overview
I wrote last year that SAINTS’ Board and Managers
remained alert to both the opportunities and the
risks arising from the accelerated adoption of
Artificial Intelligence. This is one of two themes
which have dominated markets in 2025 and, with the
exception of the sharp drops in the spring related to
the reported capabilities of the Chinese AI company
Deep Seek, it is the potential opportunities which
have dominated, with significant capital expenditure
having a positive impact on US corporate profits
and GDP growth. However, despite the market
rapidly shrugging off DeepSeek, it was nonetheless
instructive, as it gave a glimpse of significant
underlying concerns about the level and efficacy
of AI related expenditure, reflected in continuing
debate about the extent of an AI “bubble”.
The other key to another year of exceptionally
strong, if once again unusually concentrated,
progress from markets has been the persistence
of inflation. Rising tariffs and protectionism have
not helped. Nor has government acquiescence in
unsustainable public sector deficits and rising debt.
Central banks’ approach to monetary policy has
tended to attach a higher weight to an impending
slowdown in economic activity, which has so far yet
to materialise, than to bringing inflation below target.
The result has been a steepening of the yield curve,
indicating an expectation that inflation will persist
over the longer term.
More generally, economies and markets have had to
grapple with considerable policy uncertainty often
triggered by President Trump’s latest announcement.
There are signs that the impact of tariffs and erratic
trade policy has begun to affect the US consumer
and the dollar, and that some investors are seeking
to re‑allocate investments away from the US, which
currently makes up close to three‑quarters of the
global equity benchmark.
This underlines a third development which has so
far only temporarily impacted on markets, but which
is likely to have great and lasting consequences.
This has been the evolution of the US from the
bedrock of NATO, bulwark against totalitarian
expansionism and willing enforcer and paymaster
of
Pax Americana
, to something rather different.
The tap of military support for Ukraine has been
largely turned off, Russian aggression appears likely
to be rewarded and the US’s status as a reliable
ally severely undermined, not least through its
expansionist ambitions in relation to Greenland. The
most immediate impact has been on the price of
European defence stocks. But the long‑term effects
on geopolitics and trade are likely to be much
moreprofound.
SAINTS has delivered another year of above‑inflation
dividend growth but total returns have been modest,
particularly relative to the market. Against the
backdrop described above, steady, durable, quality
stocks have been left behind by both large index
constituents at the epicentre of the AIboom and
other more cyclical companies such as European
defence stocks and banks. The continued
dependable growth in the income produced by
the Company’s investments is the key to SAINTS’
long‑term dividend progression. But lagging the
market is not comfortable for shareholders, the
Managers or the Board.
The generally strong operational performance which
supports SAINTS’ dividend growth and the broad
reasons for SAINTS’ underperformance relative to
the market over the year are explained more fully
in the Manager’s review. The Board continues to
monitor performance and activity closely, to ensure
that the Manager’s processes remain sound, that
there is no ‘style drift’ and that, where investments
have not performed as hoped, appropriate action is
taken and lessons learned.
The persistence of discounts has remained a
challenge across the investment trust sector, and
SAINTS is no exception. To help support SAINTS’
share price, the Board has consistently bought
back shares at levels which have also enhanced
NAV. Factors affecting the discount and demand for
the Company’s shares are likely to have included
both performance and the availability of alternative
investments such as gilts with higher yields or trusts
with higher, manufactured dividends. The Board
remains confident that the discount is cyclical rather
than structural.
Dividend and Inflation
The Board recommends a final dividend of 4.595p
which will take the full year dividend to 15.92p
per share, 7% higher than the 2024 dividend of
14.875p. This year’s increase is more than double
the annual rate of inflation of 3.4% as measured by
CPI over 2025.
The Scottish American Investment Company P.L.C.
07
It remains the Company’s objective to deliver real
dividend growth over the long term. Since 1938, when
SAINTS last reduced its dividend, the Company has
delivered dividends that have not only been resilient
through thick and thin, but have also grown by more
than 3% a year ahead of inflation. And since the end
of 2003, when the Board of SAINTS appointed Baillie
Gifford as managers, the Company has continued
this track record of resilient dividend growth: over
this period the growth in SAINTS’ dividend has also
beaten inflation by 3% ayear.
The power of compounding is easily overlooked. To
illustrate, since I joined the SAINTS’ Board in 2016,
SAINTS’ dividend has increased by over 47%, from
10.825p to this year’s recommended total of 15.92p.
Revenues
Earnings per share grew to 15.65p over the year,
an increase of some 7.9% over the year, and
investment income has risen to £32.7m. Operational
performance of the equity and infrastructure equity
holdings has been generally encouraging, and this
has been reflected in growing dividends, as detailed
in the Managers’ report.
Property income also increased over the year,
helped by the high proportion of index linked and
fixed rental increases and considered upgrades to
the portfolio, whilst bond income was lower due to a
lower average allocation over the year.
Both managers (Baillie Gifford and, for the
Company’s property investments, OLIM) continue
to focus on supporting the dependability and the
future growth of the Company’s dividend in line with
SAINTS’ objective.
Total Return Performance
SAINTS’ NAV return was positive over the year, and
the net asset value total return (capital and income
with borrowings at fair) was 2.4%. However, for the
reasons summarised above, SAINTS’ returns fell
short of those from global equities (as measured
by the total of return of the FTSE All‑World Index in
sterling terms) which returned 14.7% over 2025.
Although SAINTS’ shares remain on a discount, the
discount narrowed over the year and the share price
return was 6.8%.
The Managers and your Board have a long‑term
perspective and we would therefore encourage
shareholders to assess your Company’s performance
over the long term. Over the last ten years SAINTS
has delivered a NAV return of over two hundred
percent, which is strong in absolute terms.
However, although SAINTS NAV return remains
ahead of the AIC Global Equity Income sector
return over ten years, it is behind both the
weighted‑average sector return and the benchmark
return over that period. Whilst this relative
performance is disappointing, it is worth bearing two
things in mind. Firstly, that SAINTS has an income
approach, both in terms of its primary objective of
delivering real dividend growth by increasing capital
and growing income and the way its assets are
deployed dependably to meet that objective. And
secondly, we are viewing these figures after a highly
unusual period in markets. Stability and quality,
attributes which are intrinsic to SAINTS’ approach
and the achievement of its long‑term objectives,
have been deeply out of favour. This has been
uncomfortable, but it is our strong conviction that
earnings and dividend growth which is not rewarded
today will be rewarded tomorrow.
SAINTS’ property portfolio delivered a positive
return over the year, although capital values fell back
slightly. However, transactions including the sale of a
shorter let industrial property in Southend, at a price
in excess of its previous valuation, and the purchase
of a garden centre with a significantly longer lease,
have resulted in the portfolio’s weighted average
unexpired lease term increasing to 16.4 years, and
helped increase the portfolio’s running yield to 6.4%.
The principal contributors to and detractors from
performance and the changes to the equity, property
and bond investments are explained in more detail in
the Managers’ review on pages 15 to 19.
Borrowings
SAINTS’ long term borrowings of just under £95m
represent gearing of some 10% of shareholders’
funds. The cost of these borrowings is just under
3% per annum, and they are deployed to enhance
current income and long term returns. The borrowing
arrangements were increased and then renewed
in 2021 and 2022 respectively, when interest rates
were lower than currently. The estimated market or
fair value of the borrowings – £63.2m – is therefore
well below their book value, although it is slightly
higher than last year (£62.1m).
Strategic report
Annual Report and Financial Statements 2025
08
Environmental, Social and Governance
(ESG)
The Board of SAINTS recognises the importance of
considering Environmental, Social and Governance
(ESG) factors when making investments, and in
acting as a responsible steward of capital. We
consider that Board oversight of such matters is an
important part of our responsibility to shareholders,
and SAINTS’ ESG Policy is available to view on the
Company’s website (saints-it.com).
The Board has been strongly supportive of Baillie
Gifford’s approach and of their constructive
engagement with the companies SAINTS owns,
and with potential holdings, in relation to important
challenges including climate change. The Board is
also supportive of OLIM’s approach in relation to
property, and in particular of its consideration of
environmental factors including climate change in
assessing the suitability of SAINTS’ investments.
I would encourage shareholders to read SAINTS’
annual Stewardship Report which can also be
accessed on the Company’s website (saints-it.com).
Issuance and buybacks
Over the year the Company has bought back
12,764,384 shares (representing 7.2% of the
shares in issue at the start of the year) at a cost of
some £65.4m. All buybacks have taken place at a
significant discount to the Company’s NAV, and so
each buyback has increased the NAV per share of
the Company. Taken together the buybacks over the
year have boosted NAV by just under 0.5%. The
Company has continued to buy back shares in the
current year, and the Board is closely monitoring
evidence of the effect which buybacks have on the
share price and discount. No shares were issued
during the year.
Board and Manager
I have had the privilege of serving on SAINTS’ Board
for just over nine years. Therefore, as previously
indicated and in line with best governance practice,
I do not intend to stand for re‑election as a Director
at the AGM in 2026. The Board carried out a
search for a new director in 2025 and, as previously
announced, Angus Macpherson was appointed
to the Board in September 2025, with a view to
becoming the Chairman of SAINTS at the conclusion
of the AGM in April 2026. Mr Macpherson’s
appointment falls to be ratified by shareholders
at the AGM in April 2026. It remains the Board’s
intention that Mr Macpherson should become
Chairman of the Board following the conclusion of
the AGM.
Angus is Chairman of Noble and Company (UK)
Limited, an independent boutique Scottish corporate
finance business. He has over thirty‑five years
of investment experience, and is an experienced
chairman and director of investment trusts,
serving on a number of boards since 2010. He is
currently Chairman of Templeton Emerging Markets
Investment Trust plc, and a non‑executive director of
Schroder Japan Growth Fund plc and of Hampden
and Co plc. He will be stepping down from Schroder
Japan Growth Fund plc in July of this year.
I am grateful to SAINTS’ Senior Independent
Director, Dame Mariot Leslie, who led the
recruitment process. The Board were advised
throughout the process by Odgers, an independent
recruitment consultant. Odgers submitted all the
names which were considered for inclusion on the
long list of potential candidates, as well as providing
evaluations of all candidates.
I would also like to thank Anthony Dickson, who will
be stepping back from his role as SAINTS’ Client
Director at Baillie Gifford after the AGM. Anthony
has provided excellent counsel and support to the
Board over the last twelve years.
Outlook
Economies and corporate earnings tend to grow
in the long run, buoyed by technological progress.
But uncertainties will always remain, whether in
relation to the pace of growth, to inflation, to fiscal
sustainability or the changing world order. As a
Board we continue to believe a long‑term approach
based on investing globally for sustainable growth is
the best route to achieving SAINTS’ aim of growing
the dividend ahead of inflation over time.
SAINTS aims to deliver that dividend growth by
increasing capital and growing income. Given this is
my final report, I hope you will forgive me for ending
on a personal note and quoting from a report on
investment trusts written by my grandfather which
I recently found. Ian Macpherson, who began his
career as a stockbroker and fund manager in the
1920s (but never worked for Baillie Gifford), wrote:
‘Carlyle Gifford
*
taught me years ago that income
was of the first importance and it has proved
invaluable for fund management, not only directly
but indirectly by maintaining capital value.’
* One of Baillie Gifford’s two founders in 1907, who officially retired in 1965.
The Scottish American Investment Company P.L.C.
09
I found this fascinating for three reasons. Firstly, it
underlines the timeless importance of investing for
income as an objective in its own right. Secondly, it
highlights the strong link between a resilient income
and resilient capital values. And thirdly, it reveals
that in the long history of Baillie Gifford, income
has played its part alongside the Growth investing
for which it is currently better known. The fact that
the team which James Dow manages is one of the
largest teams at Baillie Gifford indicates that the firm
believes both Growth and Income will be important
to the firm and its clients in the future.
SAINTS has been working for individual investors
for over 150 years. It is built to help shareholders’
income keep pace with inflation, as well as providing
capital growth. And it is built for resilience.
As I look ahead, I take considerable comfort from
this, from the nature of SAINTS’ investments,
and from the managers’ emphasis on quality, on
dependability and on growth far out into the future.
Along with the rest of the Board, I am encouraged
that, as is outlined further in the Managers’ review
on pages 15 to 19, Baillie Gifford have continued
to find new and attractive opportunities. We also
believe that both the quality and duration of SAINTS’
property portfolio has been further enhanced over
the past year.
My considered judgement and confidence in Baillie
Gifford, OLIM, the Board and the Company is why
SAINTS is my largest equity investment. I hope
that you share my confidence, thank you for your
continued support, and wish you all the very best in
the future.
AGM
The AGM will be held at 11.30am on Friday
17thApril 2026 at Baillie Gifford’s offices at
Calton Square, 1 Greenside Row, Edinburgh. The
meeting will be followed by a presentation from
the Managers. Shareholders are cordially invited
to attend the meeting and presentation. As last
year, those who are unable to attend in person
will be able to view proceedings by remote video
link. Details of joining the AGM remotely can be
obtained by contacting the Company’s Managers
at enquiries@bailliegifford.com who will be able
to provide you with details and instructions for
doing so. Please note you will not be able to vote
and you will not be counted as part of the quorum
but you will have the opportunity to watch the
managers’presentation.
I would remind shareholders that they are able to
submit proxy voting forms before the applicable
deadline and also to direct any questions or
comments for the Board in advance of the meeting
through the Company’s Managers, either by
emailing enquiries@bailliegifford.com or calling
0800 917 2113 (Baillie Gifford may record your call).
The Board welcomes recent moves by platforms to
facilitate shareholder participation and encourages
shareholders to cast their votes. The Association
of Investment Companies’ guidance on how to vote
through various investment platforms can be found
on its website at: How to vote your shares | The AIC
Finally, my fellow Directors and I send you all our
very best wishes for the year ahead.
Lord Macpherson of Earl’s Court
Chairman
18 February 2026
For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 112.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
10
SAINTS’ aim is to provide its shareholders with
a dependable source of income, together with
growth in income and capital that exceeds inflation
over time. To achieve these goals, our strategy is
to allocate the majority of the Company’s assets
to a portfolio of carefully selected global equities.
History tells us that equities offer investors the best
opportunity to enjoy inflation‑beating growth in
income and capital over the long term.
Within the equity portfolio, we focus solely on
companies whose income and growth potential is
aligned with SAINTS’ goals. Our starting point for
any equity investment is a company’s long term
potential for earnings and cash flow growth above
inflation. We believe share prices and dividends
over the long term follow company earnings and
cash flows. By investing only in companies whose
earnings and cash flows are likely to grow ahead
of inflation, we expect the shares held in the equity
portfolio to deliver the growth in income and capital
that we seek for SAINTS’ shareholders.
Besides the potential for profit growth, we seek
dividend dependability at any company in which we
invest. By ‘dependability’ we mean the resilience of a
company’s dividend through business and economic
cycles. We focus on companies whose dividends
are likely to prove dependable over long periods of
time, regardless of the prevailing market conditions
or economic cycle. These resilient dividends
help underpin the dependability of SAINTS’ own
distributions to shareholders.
Companies with the prospect of both dependable
dividends and attractive profit growth are not
common. However, we make full use of the global
equity universe available to the Company, which
consists of several thousand stocks. This allows us
to construct a diversified portfolio of investments
which meet our requirements. Typically the portfolio
consists of around 50–80 companies. We believe
this range strikes the right balance between
diversification and focus.
SAINTS’ portfolio is very different from conventional
equity market indices. The income stream from such
indices is often dominated by the dividends from a
small number of companies, often in cyclical and
capital‑intensive industries. The result is that as a
source of income they are unreliable. Our approach
is consciously different, to ensure stability of the
income we generate for the Company’s shareholders.
We are also only interested in truly sustainable
income streams, which ultimately come from
companies that are managed in a responsible way.
Our approach therefore gives careful consideration
to environmental, social and governance factors;
and we seek to engage constructively with the
companies in which we invest in order to help
promote their continued long term success.
Shareholders can read more about our efforts here
in our Annual Stewardship Report, available on the
Company’s website saints-it.com.
To identify the businesses we are looking for, we
employ a disciplined research process that focuses
on the dependability of a company’s dividend and
the growth potential of its earnings and cash flow.
The opportunities for growth vary widely, but they
can be broadly described as falling into one of four
categories described on page 12. We have also used
this categorisation to illustrate the portfolio, as at
31December 2025 on page 13.
Each block in the illustration represents an individual
holding, and the height of each block indicates the
size of the holding in the equity portfolio. Thecolour
of each block represents the type of growth by
which we categorise the company. The column in
which a block appears indicates the stock’s dividend
yield, shown across the horizontal axis.
Investment
approach
The Scottish American Investment Company P.L.C.
11
Borrowed funds
Although the equity portfolio accounts for the
majority of the Company’s investments, we also
invest in portfolios of property, infrastructure
equities and bonds. As an investment company,
SAINTS benefits from the ability to use borrowings,
up to a prudent amount. By investing these
borrowings in the property, infrastructure equity and
bond portfolios, we enhance the Company’s ability
to meet its investment objective.
SAINTS’ borrowings currently take the form of
long term secured privately placed loan notes. The
borrowed money is invested with the intention of
beating the cost of these borrowings. Our asset
allocation decisions aim to strike a balance between
income contribution, income dependability and
growth at the whole portfolio level.
A directly‑held portfolio of UK commercial property,
managed by OLIM Property Limited, has been a
favoured investment for the borrowed funds for
many years. The allocation to this property portfolio
has varied over time, but the continuing attraction is
OLIM Property Limited’s focus on strong covenants
and lease terms that typically include fixed or
inflation‑linked rent increases. Properties are
selected for the portfolio on the basis of their income
dependability and growth characteristics, much as in
the equity portfolio.
Similarly, SAINTS’ global portfolio of infrastructure
equities offer the prospect of dependable real
income and capital growth over time. We hold fixed
income investments where we view the income
as being resistant, and where the level of income
significantly exceeds the cost of borrowing.
Summary
Aim: To provide shareholders with a dependable
source of income, together with growth in income
and capital that exceeds inflation over time.
• This aim is underpinned for the long term by
investment in a portfolio of equities selected for
their real income and capital growth potential.
• Equity investments are complemented through the
opportunistic investment of borrowed funds:
• A high‑yielding directly‑held UK property
portfolio offering a dependable and growing
rental income stream;
• A global portfolio of infrastructure equities
to provide real growth in income and capital;
• Fixed income investments to enhance
resources.
• A robust dividend in even the most challenging
ofinvestment environments:
• Underlying investments are selected for
dependability of income alongside growth;
• The Board and management team are
committed to delivering real dividend growth
sustainably into the future;
• Significant revenue reserves to support the
smooth progression of dividends.
Outcome: An investment for the long term which
can generate a dependable income stream,
with significant growth potential in both capital
andincome.
Strategic report
Annual Report and Financial Statements 2025
12
Drivers of earnings and cashflow growth
Everyday royalties Adjacency builders
Free cash Free cash
Time Time
Characteristics
Leaders in essential products
Steady volume growth
Pricing power driven by innovation
Expected outcome
Consistent mid‑single digit revenue growth over the long term
Characteristics
Exceptional companies growing in adjacent markets
Competitive advantages in core markets
Expansion into adjacent industries
Expected outcome
Earnings and dividends compound at rates averaging 10%
Share gainers Market expanders
Free cash Free cash
Time Time
Characteristics
Superior products, services or cost efficiency
Track record of continued innovation
Expected outcome
Earnings and dividends compounding at around 10% annually
Characteristics
Innovate to create new business
Rapid rates of compounding in end‑markets
Expected outcome
Long‑duration compounding at rates of 10% or even higher
The Scottish American Investment Company P.L.C.
13
Current Year Forecast Dividend Yield
Source: IBES, Bloomberg, Baillie Gifford & Co. Holding sizes and forecast yields are as at 31 December 2025. Totals may not sum due to rounding.
Yields are based on market consensus and Baillie Gifford estimates of ordinary dividends, on a 12 month forward basis, net of withholding taxes.
Excludescash, weights have been rebalanced to 100%.
The following holdings are classified as infrastructure equity investments, and therefore are not included in the chart: Exelon, Greencoat UK Wind, Jiangsu
Expressway, Primary Health Properties REIT, Terna, Transurban Group.
What will drive growth in earnings and
cashflow available for dividends?
% of Portfolio
0–1% of Holding
1–2% of Holding
2–3% of Holding
3%+ of Holding
Box height represents
stock portfolio weight.
AJ Gallagher & Co
Eurofins
Intuit
Alphabet Inc Class A
Apple
Microsoft
Albemarle Corp
L'Oréal Loyalty
Bonus (Non
Tradeable line) 2026
0–1%
T. Rowe Price
Midea Group ‘A’ –
Stock Connect
Diageo
4–5%
Admiral Group
United Overseas
Bank
Greencoat UK Wind
Valmet Oyj
AVI
Edenred
>5%
Watsco Inc
Partners Group
Paychex
Mediatek Inc
ANTA Sports
Products
Hong Kong
Exchanges &
Clearing
Novo Nordisk
CME Group Inc
Coloplast AS
Nestle R
Pepsico
3–4%
Jack Henry &
Associates
Cisco Systems
Atlas Copco A
SAP
B3 S.A.
Analog Devices
Schneider
Electric SE
TSMC
MSCI
Zoetis Inc
Experian
Amadeus IT
GroupSA
Deutsche Boerse
1–2%
Fevertree Drinks
Carsales.com
Fastenal
NetEase HK Line
Epiroc B
Medtronic
USS Co
Texas Instruments
Roche Holding
Accenture 'A'
L'Oreal
McDonald's
Starbucks Corp
Wolters Kluwer NV
Home Depot
Coca Cola
Procter & Gamble
2–3%
Global
equities
%
Weighted
Average Yield
%
●
Everyday
royalties
28.9 2.7
●
Market
expanders
28.9 2.3
●
Adjacency
builders
25.1
2.5
●
Share
gainers
1 7.1 2.2
Strategic report
Annual Report and Financial Statements 2025
14
Portfolio
managers
James was appointed as one of SAINTS managers
in 2016 and leads the team which manages SAINTS.
He had previously been a deputy manager, having
joined the team in 2014. He joined Baillie Gifford in
2004 and became a partner in 2023. Prior to joining
the team, he had been an investment manager
in Baillie Gifford’s US equity team, and a sector
research specialist. James graduated MA (Hons)
in Economics and Philosophy from the University
of St.Andrews in 2000 and MSc in Development
Studies from the London School of Economics in
2001. Before joining Baillie Gifford, he spent three
years at the Scotsman newspaper, where he was
economics editor. James is a CFA Charterholder.
James Dow
Investment Manager
Appointed 2016
Portfolio Managers
Ross Mathison
Deputy Manager
Appointed 2023
Ross was appointed as Deputy Manager of SAINTS
in 2023, having joined Baillie Gifford and the team
which manages SAINTS in 2019. Prior to joining
Baillie Gifford, Ross spent a year at Aviva Investors
and, before that, nine years at Standard Life
Investments as an investment manager, first in the
European Equity team and then in the Global Equity
team. Ross graduated MA (Hons) in Business and
Finance from Heriot‑Watt University in 2008. Ross
isa CFA Charterholder.
The Scottish American Investment Company P.L.C.
15
Managers’
review
Performance
It was Jean‑Jacques Rousseau, the Enlightenment
philosopher, who penned the famous maxim:
“Lapatience est amère, mais son fruit est doux”.
The English translation is not quite as lyrical, but it
captures the meaning just as well: “Patience is bitter,
but its fruit is sweet”.
We have ruminated at length on this expression
while reviewing the performance of SAINTS’
portfolio over the course of 2025. It has, frankly,
been a bittersweet year. The sweet is that the
companies you own have delivered good growth in
earnings: about 10% higher than in 2024. Regular
readers will recall this level of growth is squarely
in line with our philosophical north‑star, which is
to invest in companies that we foresee delivering
10% compound growth for long periods of time,
paying resilient dividends along the way. That box
was ticked last year, and the fruit of this was robust
growth in the earnings of SAINTS. For the full year,
the Company’s earnings per share (EPS) came in at
15.65p. This is 7.3% above the level in 2024, and it
underpinned the Board’s ability to raise the dividend
to 15.92p, an increase of 7.0% year‑on‑year: double
the rate of UK CPI inflation.
But the year also left a bitter taste. Because this
underlying growth was simply not rewarded by
share price growth of the portfolio holdings, and
this resulted in lacklustre NAV and share price
performance. Pulling apart the numbers, what
we saw was that as the earnings of the portfolio’s
companies went up, so their Price/Earnings
multiples came down by roughly an equal amount.
The net result was the capital value of the equity
portfolio was essentially flat over the course of the
year, with the equity portfolio total return being
around 2%. As a result, SAINTS’ NAV also remained
broadly flat, year over year.
For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 112.
Past performance is not a guide to future performance.
This is a frustrating outcome, particularly when
performance is compared with global equities more
broadly which, as measured by the FTSE All World
index, delivered a much stronger total return during
the same period of 14.7%, in sterling terms. Whilst
we do not expect to keep up with the market during
periods of exuberance, we would have hoped to
deliver a stronger absolute return for clients.
In this Managers’ Report we will reflect on why the
share prices of the companies in the portfolio did
not follow their earnings upwards or keep up with
the wider stock market. We’ll explain how we have
re‑visited all of the holdings to investigate if we are
missing something. (Spoiler: largely positive, with a
few cases where we found problems and divested).
We’ll then detail the new investments we made to
ensure the portfolio is positioned for continued
growth in the years ahead.
Alas we cannot hope to write as eloquently as
M.Rousseau, but after a frustrating year we can at
least try to deliver some measure of enlightenment
as to why the Company’s NAV return last year was
so lacklustre. We are convinced that the holdings
remain on track to deliver continued solid growth
in the years ahead, and we remain optimistic that
patience will ultimately bear fruit, in terms of
stronger absolute and relative returns.
Quality’s loss of momentum
In his statement, the Chairman mentions that our
investment style has been out of favour. One of
the distinguishing features of your portfolio is its
emphasis on “Quality”. This term is sometimes
bandied about with little explanation, but it denotes
something important. Essentially it refers to companies
which make attractive profits as a ratio of their
shareholders’ capital, and sustain this over long periods.
Strategic report
Annual Report and Financial Statements 2025
16
Manycompanies do not achieve this: asexamples,
most car‑makers and airlines earn profits equivalent to
a 5% annual return on the billions of capital they have
invested in factories and aircraft. This is little better
than the return investors can earn risk‑free by holding
cash in a bank account. Not very attractive in terms of
risk and reward! Of course, such companies can have
their moment in the sun, when a cyclical upswing can
temporarily boost earnings growth and catalyse strong
share price performance, and indeed many have done
so recently. This has helped some ‘Value’ investors
and short term investors, but not investing in such
companies has been one aspect of the headwind we
have faced as long term, growth oriented investors.
The other aspect has been what we have owned:
SAINTS’ equity investments are concentrated in
companies which earn persistently above‑average
returns, let’s say 10 or 15% a year on shareholders’
funds, which are labelled “high quality”. Such returns
indicate these companies must be doing something
which their customers value deeply, and which
competitors struggle to replicate. If these companies
can re‑invest earnings at these high returns, they
should grow faster than low quality companies, in
turn delivering superior growth to shareholders over
the long run. This makes them much more attractive
to investors.
Evidence is in favour of high‑quality companies
being the best investments to own in the long term.
For example, in the quarter‑century to 2025, the
MSCI World Quality Index (an index which focuses
solely on companies which fit the quality description)
produced a total return of close to 3,000 per cent,
compared to a return of just over 600 per cent for
the broader MSCI World Index.
Your portfolio’s companies earn an average return on
invested capital of around 15%. This is almost 60%
higher than the stock market average. It is clearly
a “high‑quality” portfolio of holdings. But in 2025,
frustratingly, these types of companies saw limited
share price appreciation.
A typical example is SAINTS’ holding in Schneider
Electric. This company is a dominant provider of
power boards and other electrical equipment that
is fundamental to operating buildings. As the world
generates and consumes ever‑more electricity, from
solar panels to datacentres, Schneider’s sales and
profits are growing. In 2025 it earned profits of
about EUR 4.5 billion, a high quality 15% return on
shareholders’ equity. Its earnings grew by 10% over
the prior year, and the dividend was raised by 10%.
But the share price? Flat during the year.
With Schneider’s earnings up 10% and share price
flat, its Price/Earnings multiple fell by 10%. This
picture was repeated across the portfolio: rising
earnings offset by falling P/Es. Quality compounders
typically trade at a premium to the index, given their
proven ability to deliver resilient returns through
the market cycle while also outperforming over the
long‑term. But during 2025 SAINTS equity portfolio
de‑rated, ending at about 22x trailing, or 19x
forward earnings. This is well below the portfolio’s
historic premium of 3 to 4 points above the index.
Indeed, it has never been so “cheap” relative to the
broader stock market.
Drilling down into the data from last year, what we
see is that two stories essentially drove all of the
stock market’s return in 2025. One was AI. Some
investors are betting that numerous companies will
see a continuing boom in profits from this terrific
new technology, across industries as diverse as
semiconductors and utilities. As a result, many
of these companies saw their PE multiples go up
last year. SAINTS’ portfolio has several AI‑related
investments, the likes of Microsoft and TSMC, but it
is not as large and concentrated an exposure as in
the benchmark: which we view as rather risky.
It is difficult to forecast where the long‑term winners
from AI will emerge. Those blessed with grey hair
may remember that in the 1990s internet boom –
another technology that changed the world, just
as AI surely will – there were some companies
making oodles of profit (such as Cisco) and others
losing money hand over foot (such as Pets.com).
This is reminiscent of the current AI boom: some
companies are currently making huge amounts of
money (such as Nvidia) and others are burning it at a
rapid rate (such as OpenAI). After the internet boom
peaked in the early 2000s, both Cisco and Pets.com
turned out to be poor investments. Meanwhile the
biggest long‑term winners from the internet often
revealed themselves later. For example, Google only
really emerged as a long‑term success story in the
mid‑2000s. It takes time for long‑term winners to
show themselves, and being early to bet does not
correlate with returns. We do not intend to gamble
clients’ money unless we have high conviction in
long‑term success.
The second big story of last year was the interest
rate cycle. Many cyclical names saw their valuations
rise in 2025, on hopes of continued rate reductions
by central banks. This benefited some of the lower
return, lower quality businesses in the stock market.
It was much less of a tailwind to your portfolio.
The Scottish American Investment Company P.L.C.
17
Momentum in these two parts of the market was very
strong. Money flowed hot and fast into names linked
to these themes, and their valuations rose. Meanwhile
more traditional industries, such as consumer goods,
healthcare and professional services, which tend to be
the higher quality, more resilient, and in the long‑term
stronger growing parts of the stock market, suffered
from declining valuations as investors took money
away from them. This momentum has no doubt been
reinforced by the ongoing shift to passive investment,
where funds are effectively switched into the most
concentrated and most expensive parts of the market,
funded by the indiscriminate sale of the rest.
In the long‑term, this is unlikely to continue. Technical
factors will come and go, economic cycles will abate,
and capital expenditure will be judged on its results:
ultimately share prices will follow earnings growth. We
are confident in the continued growth in the earnings
of SAINTS’ portfolio companies and this should, with
patience, bear fruit in capital growth. This is even more
the case now that last year’s earnings progression is,
as yet, unrewarded in share price appreciation.
Finally, in reviewing performance over the year, we
should acknowledge that there have also been stock
specific disappointments. The most notable of these
has been Novo Nordisk, where operational missteps,
management changes, intensifying competition and
question marks over future pricing have led to a sharp
fall in the share price. We continue to believe that the
Company’s prospects are very strong, as one of the
two lead players in a growing market: a market where
growth will be spurred by price reductions, where
illegal copycats should be removed from the market,
and where the company’s innovation pipeline over the
coming year should put it back on the front foot – for
example its forthcoming launch of the world’s first oral
pill for obesity. Another European stock, Edenred the
voucher company, has been adversely affected by
regulatory changes in overseas markets. Here too we
believe that its core competencies in its core markets
continue to offer a pathway to assured, and capital
light, growth, and that these setbacks are not fatal
blows but temporary roadbumps.
As managers we invest our own savings alongside
shareholders’, and so we very much appreciate
that patience has been required, both in terms of
challenges at the stock level and the style headwind
alluded to above.
So, what have we been doing in response?
First, we have gone back and checked every
investment case in the portfolio to make sure they
all remain on track. Where the share price of a
holding has been disappointing, but we believe the
competitive advantage and long‑term growth runway
remain intact, we are swallowing the bitter taste
and staying patient. As mentioned above, this even
applies to the portfolio’s two weakest performers last
year, Novo Nordisk and Edenred, which faced real,
well‑publicised headwinds. After in‑depth review and
engagement, we increased both positions, because
of the strength of the underlying growth opportunity,
combined with even more attractive valuations.
Second, we have weeded out of the portfolio any
names where our analysis shows the investment
case had fundamentally weakened. Over the year we
divested from SAINTS’ holding in UPS, the delivery
company, where new competition had raised serious
challenges to future growth. Likewise TCI and
Man Wah, two manufacturers where, despite real
strengths, we have seen brutal competition in China,
diminishing our confidence in future growth. In the
final quarter of the year we divested from Cognex,
where we had observed signs of share loss in some
key markets, and our ongoing research had raised
questions about the company’s growth strategy.
Third, these holdings have been replaced by new
investments. These are typically names which
recently have fallen out of favour in the stock
market, yet we see them delivering strong growth
in the long‑term. At the interim results we talked
about Accenture, the world’s leading technology
consultancy, and Jack Henry, the number one
provider of core banking software in the US. In the
second half of the year we made investments in
MSCI, Alphabet, Mediatek and Zoetis.
New investments
MSCI is a founder‑run business with exciting growth
opportunities ahead of it. Its core business is
providing the index data that investment funds, both
active and passive, are benchmarked against. We
foresee many years of good growth as its clients buy
subscriptions to a rising number of bespoke indices,
in an increasingly fragmented market. We also see
opportunities to grow its profit in multiple adjacent
markets, such as private equity and risk analytics. Its
growth requires little capital which allows it to pay
out a progressive dividend. Recently the shares have
been de‑rated following a slowdown in one part of
its business: this presented an opportunity to take a
holding for SAINTS at a good price.
Alphabet is a company which, until recently, was
a poor fit for SAINTS’ strategy and we judged too
risky to invest in. The company refused to pay
dividends, and until only a few months ago it faced
a case from the US Department of Justice calling
Strategic report
Annual Report and Financial Statements 2025
18
for it to be broken up. However, the company has
at last initiated a dividend, and in September the
judge ruling on the legal case ruled that a break‑up
was unnecessary. This transforms the future of the
company. What we foresee happening from here is
many years of strong growth ahead, in earnings and
dividends. We believe AI is likely to be a significant
growth driver for the company in its core search
business. It is unique in not only owning leading
AI technology developed in‑house, but also in
having a long list of other attractive advantages: an
advertising business which allows it to monetise AI
profitably; prodigious cash‑flow available to invest
in this area; and numerous re‑enforcing advantages
such as its Cloud business, YouTube platform, and
more besides.
Mediatek is a Taiwan‑based digital chip designer
with excellent engineering capabilities. We are
particularly excited by the potential of its ‘ASIC’
chips as AI continues to evolve. Our view, based on
experience of technology developments historically,
is that in the next few years we will see AI move
from an “investment at all costs” mentality, to a
more cost‑aware approach. We also expect to see
dual‑sourcing away from Nvidia, which currently
dominates the market. When this happens, we
expect to see strong growth at Mediatek, whose
cost‑efficient chips are an excellent alternative.
Picking AI winners is not easy, but in this case we
have high conviction that growth will follow.
Finally we invested in Zoetis, the leading inventor
of pharmaceuticals for pets. The company has
impressive R&D capabilities, a proven management
team, and an exciting pipeline full of future launches
of new products. Following the exuberance of
the COVID period, when its shares became very
expensive, Zoetis has suffered a big de‑rating in the
past couple of years. Investors have switched their
prior euphoria for anything pet‑related, replacing it
with fear that weakening consumer affordability will
reduce spending on pets. We are looking through
this short‑term fear, and taking it as an opportunity
to invest in a good long‑term compounder, at a
reasonable valuation.
Property, fixed income and infrastructure
investments
One of the great advantages of the Investment Trust
structure is the ability to borrow at attractive rates
for long periods of time. This gearing can then be
invested in assets which beat the cost of borrowing
and generate additional income and returns for
SAINTS’ shareholders, beyond the equity portfolio.
The Company’s total borrowings are currently £95m,
or a prudent 10% gearing, with maturities in the
2030s and 2040s and an average interest rate just
below 3%.
The proceeds of these borrowings have been
invested across a diversified range of asset classes:
a directly‑held property portfolio, together with
corporate and sovereign bonds, and infrastructure‑
related equities. This diversification helps ensure
income resilience across the economic cycle.
The property portfolio delivered a positive return
over the year, although the capital values fell back
slightly. Rental income rose by 2.3% to £5.67m, and
the rental yield on capital value, at 6.3%, continued
to beat SAINTS’ cost of borrowing by a comfortable
margin, and thus support SAINTS’ revenues and
dividend. During the year, following industry best
practice, the process of rotating valuers to ensure
the valuations of the properties remain independent
continued. There was one new purchase, a garden
centre in Wales which has recently been refurbished,
with its rent reviews fixed at 2.5% growth per
annum. This was part‑funded by the sale of an
industrial warehouse, east of London, which was
likely to need refurbishment in another few years.
Following these transactions SAINTS entered 2026
with a portfolio consisting of 10 properties and a
rental income of which only 5% is subject to open‑
market reviews: meaning that 95% of the rent is
subject to fixed increases or is directly linked to UK
inflation. This is a robust under‑pinning for SAINTS’
own growing dividend.
The bond portfolio was reduced slightly during
the year, to help fund the purchase in the property
portfolio. This led to a reduction in income during
2025, until towards the end of the year we used
income generated to fund new purchases: with the
result that bond income is expected to rise again in
2026. The ups and downs of the bond market in the
past 12 months gave us some interesting opportunities
to invest, particularly in some corporate bonds where
the risk of default, on our analysis, is extremely low.
SAINTS now has investments in corporate bonds
issued by Tesco, Nestle, Heathrow and Haleon, all of
which we see as strong borrowers, yet typically they
are paying us attractive yields of 6%.
The infrastructure portfolio also had a solid year.
Holdings such as Terna, Exelon, Jiangsu Expressway
and Primary Healthcare all delivered share price
increases in the double‑digits. The outlier was
Greencoat UK Wind, which continues to suffer
from regulatory uncertainty: a great shame when
Britain could be a home for a settled regime that
The Scottish American Investment Company P.L.C.
19
encourages investment in renewable energy, yet
instead undertakes seemingly endless reviews
of the operating regime. However, by and large
the investment in these infrastructure names was
rewarding for SAINTS.
Pause for thought
It is worth taking a moment to step back and take
stock of the results which the Board’s strategy has
achieved for shareholders over the past several
years. By focusing on long‑term growth, rather
than short‑term yield, the Board has enabled us
as managers to focus on extending SAINTS’ long
record of resilient dividend growth paid from natural
income. The table below summarises the outcomes
in terms of dividend, NAV and share price, compared
with 5 and 10 years ago:
2015 2020 2025
Dividend 10.70p 12.00p 15.92p
NAV (31/12) 262p 450p 536p
Share price (31/12) 262p 464p 516p
Put simply, a shareholder who has remained invested
in SAINTS over this period has seen their annual
income rise by almost 50%, whilst their capital has
broadly doubled. This has beaten UK inflation over
the same period. What is perhaps less obvious is
this growth has been achieved despite falling yields
on most asset classes. For example, the dividend
yield on US equities a decade ago was 2.2%, but it
has fallen to only 1.1% today. This is a challenging
environment for income‑growth managers, because
inevitably some investments don’t live up to
expectations, and when the manager sells they can
end up re‑investing the capital on lower yields. But
thanks to robust growth across SAINTS’ portfolio
holdings, we have managed to accommodate this
headwind. The result is this year’s dividend of 15.92p
representing a yield of 6.1% on the book cost of an
investment in 2015.
This result has been delivered with, in our view,
substantially less risk than the broad equity market. A
good example of this is the resilient progression of the
dividend, which has grown every single year during
this period. That’s despite the stresses and strains of,
for example, the COVID pandemic. It is a testament
to the relatively low‑risk nature of SAINTS’ equity
portfolio that the dividend has remained soresilient.
Of course, what matters now is not the past but
the future. As managers we are fully focused on
continuing SAINTS record of delivering a dividend
that grows substantially ahead of inflation; that
remains resilient through thick and thin; and which
is underpinned by natural income. Although the
capital value will oscillate from year to year, and will
sometimes lag the broader market, its foundation in
a growing income stream should, ultimately, produce
good capital growth for shareholders.
As managers we share the view of the Board that
this combination is an attractive one for the long‑
term saver who desires growth but is cautious about
taking too much risk.
Looking forward
Looking ahead, 2026 may yet prove a choppy
environment for markets. Equities are priced for the
good times to roll on, but geopolitics are increasingly
unstable, inflation has not gone away, the jury
is out on the efficacy of much AI related capital
expenditure and there is always a risk from those
wildcard factors which no crystal ball can foresee.
However, whatever the world throws at investors in
the coming year, we expect SAINTS to demonstrate
greater resilience than the broader market, given
the high quality of the businesses the Company
owns. Quality compounders can lag during periods
of exuberance – but they tend to prove their worth
when conditions get tougher.
After the de‑rating we’ve seen in the past year,
valuations across the portfolio are compelling relative
to history, and relative to the market. The underlying
fundamentals of the holdings remain strong.
Our focus remains consistent: investing in good
businesses with high potential for 10% compound
earnings growth that should last for many years to
come, while paying resilient dividends every year.
We hope you agree that’s a compelling formula for
dependable long‑term investment success. It’s an
approach which, in 2025, continued to bear fruit
in terms of dividend progression for shareholders,
without taking too much risk. We are optimistic that,
with continued patience, the earnings growth being
delivered by your portfolio will again be rewarded
by capital appreciation, in addition to continuing to
support SAINTS’ strong dividend growth over time.
James Dow
Ross Mathison
Baillie Gifford & Co
18 February 2026
Strategic report
Annual Report and Financial Statements 2025
20
Performance
attribution
For the year to 31 December 2025
Portfolio breakdown
Average allocation
SAINTS
%
Average allocation
benchmark*
%
Total return†
SAINTS
%
Total return
benchmark*†
%
Global equities 95.8 99.9 2.0 14.7
Infrastructure equities
‡
2.8 0.1 8.5
Bonds 1.4 9.2
Direct property 10.0 4.0
Cash at bank 0.4 –
Borrowings at book value (10.2) 3.0
Portfolio total return (borrowings at book value) 2.4
Other items
#
(0.1)
Fund total return (borrowings at book value) 2.3
Adjustment for change in fair value of borrowings 0.1
Fund total return (borrowings at fair value) 2.4
* The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
†
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
#
Includes Baillie Gifford and OLIM Property Limited management fees and effects of share buybacks.
‡
The allocation reflects the six infrastructure equity holdings set out the list of investments on page 27.
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 112.
Past performance is not a guide to future performance.
The Scottish American Investment Company P.L.C.
21
Distribution
of portfolio
Geographical at 31 December 2025
1
2
3
5
6
4
7
Geographical 2025
%
2024
%
1 Equities: North America 38.9 3 7. 7
2 Equities: Europe (ex UK) 24.3 2 7. 8
3 Equities: Asia 13.7 12.8
4 Direct Property 9.4 9.1
5 Equities: United Kingdom 4.3 4.8
6 Infrastructure Equities 3.3 2.9
7 Equities: South America 1.8 1.1
8 Bonds 1.6 1.1
9 Equities: Australasia 1.3 1.5
10 Equities: Africa and Middle East 1.1 0.9
11 Net Liquid Assets 0.3 0.3
Global Equities* by Sector at 31 December 2025
3
4
5
2
6
7
1
8
Sector 2025
%
2024
%
1 Technology 2 7. 8 21.2
2 Financials 18.1 1 7. 8
3 Consumer Discretionary 15.6 16.5
4 Industrials 14.4 1 7. 8
5 Consumer Staples 12.3 13.4
6 Healthcare 6.7 6.8
7 Basic Materials 3.3 5.0
8 Telecommunications 1.8 1.5
* The global equities sector analysis does not include
infrastructure equities.
Strategic report
Annual Report and Financial Statements 2025
22
Review of
investments
A review of the Company’s
tenlargest equity investments
asat 31 December 2025.
*
For a definition of terms see glossary of terms and alternative performance measures on pages
118
to
120
.
Microsoft
The software behemoth whose
products span cloud computing,
devices, Office 365, gaming and
now generative AI. Microsoft’s
incredible ability to find new
innovative avenues for growth
have led it to compound capital
appreciation and income at high
rates for many years, something
we believe will continue for many
more to come.
Sector Technology
Valuation at
31 December 2025
£33,879,000
% of total assets* 3.5%
Valuation at
31December2024
£41,555,000
% of total assets* 4.0%
Net purchases/(sales) in
year to 31 December 2025
(£9,923,000)
© Kumar Sriskandan/Alamy Stock.
Sector Technology
Valuation at
31 December 2025
£37,471,000
% of total assets* 3.8%
Valuation at
31December2024
£32,491,000
% of total assets* 3.1%
Net purchases/(sales) in
year to 31 December 2025
(£5,552,000)
Taiwan Semiconductor
Manufacturing
TSMC is one of the world’s
most important companies.
Itis a pure‑play semiconductor
manufacturer with most of the
world’s semiconductor designers,
such as Nvidia, being TSMC’s
customers. The demand for
semiconductors has almost
skyrocketed over the past decade
and we expect that demand to
increase for many years to come,
particularly given the advent
of generative AI in the public
consciousness.
© Taiwan Semiconductor Manufacturing Co., Ltd.
The Scottish American Investment Company P.L.C.
23
* For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
Sector Technology
Valuation at
31 December 2025
£33,061,000
% of total assets* 3.4%
Valuation at
31December2024
£35,132,000
% of total assets* 3.4%
Net purchases/(sales) in
year to 31 December 2025
(£2,169,000)
Apple
Apple’s introduction of the iPhone
in 2008 marked a paradigm shift
in consumer internet. Since then,
its products and operating system
have become central to many
peoples’ lives. With its innovative
culture, we think this will continue
into the future.
© Shutterstock/Anna Hoychuk.
Sector Consumer Staples
Valuation at
31 December 2025
£25,469,000
% of total assets* 2.6%
Valuation at
31December2024
£32,529,000
% of total assets* 3.1%
Net purchases/(sales) in
year to 31 December 2025
(£295,000)
Procter & Gamble
Procter & Gamble is behind many
of the branded consumer goods
we use every day. Whether that’s
the Oral‑B toothpaste we might
use to brush our teeth in the
morning, the Gillette razors for
shaving or Fairy for washing up.
The strength and defensibility
of these brands has enabled
the company to continue to
grow durably despite being over
180years old.
© Procter and Gamble.
Sector Industrials
Valuation at
31 December 2025
£25,277,000
% of total assets* 2.6%
Valuation at
31December2024
£23,810,000
% of total assets* 2.3%
Net purchases/(sales) in
year to 31 December 2025
(£926,000)
Atlas Copco
Atlas Copco is one of the world’s
best engineering companies.
Ithas leading market shares in
air compressors and vacuum
pumps which have wide industrial
uses and come with very
profitable aftermarket businesses.
Itsdecentralised organisation
and innovative corporate culture
set the standard for others to
try and copy. Capital allocation
is excellent, and we are strongly
aligned with its long‑term anchor
shareholder, Investor AB.
© Atlas Copco.
Strategic report
Annual Report and Financial Statements 2025
24
* For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
Sector Healthcare
Valuation at
31 December 2025
£22,372,000
% of total assets* 2.3%
Valuation at
31December2024
£17,456,000
% of total assets* 1.7%
Net purchases/(sales) in
year to 31 December 2025
(£1,268,000)
Roche
Roche is one of the largest
pharmaceutical companies in the
world. Despite the company’s size,
it has an admirable science‑led
culture and its broad portfolio of
drugs in development spans areas
such as Alzheimer’s disease,
ulcerative colitis and weight
loss treatments. We like that
management is willing to take
significant risks and embrace
innovative technologies.
CME
Founded in 1898, CME is the world’s
largest marketplace for derivatives.
Its contracts allow clients to hedge
across agriculture, metals, and
financial markets. CME’s platform
matches buyers and sellers and,
through its clearing house, reduces
counterparty risk by standing
between them. The business
has been notably resilient with
earnings per share compounding
at a double‑digit rate over the past
decade. We see further growth
ahead as overseas participation
increases and CME broadens its
product range into areas such as
batterymetals.
Sector Financials
Valuation at
31 December 2025
£24,427,000
% of total assets* 2.5%
Valuation at
31December2024
£20,732,000
% of total assets* 2.0%
Net purchases/(sales) in
year to 31 December 2025
£1,681,000
Coca Cola
Coca‑Cola is an asset‑light,
brand‑led business embedded
in daily consumption habits. Its
global portfolio — led by Coca‑
Cola, Sprite and Fanta, alongside
fast‑growing low sugar and
still options — is supported by
unmatched distribution through
its bottling system. This underpins
pricing power, repeat purchases,
and resilient earnings through
cycles, while the mix steadily
becomes more premium. Strong
free cash flow and disciplined
capital allocation support a
dependable dividend, with scope
for progression.
Sector Consumer Staples
Valuation at
31 December 2025
£23,240,000
% of total assets* 2.4%
Valuation at
31December2024
£22,349,000
% of total assets* 2.1%
Net purchases/(sales) in
year to 31 December 2025
(£198,000)
© Tolga Adanali/Depo Photos Via Zuma Wire/
Shutterstock Cheers, Avionne
The Scottish American Investment Company P.L.C.
25
Partners Group
A Swiss private markets
investment group. Its scale,
reputation and culture has triple
sided advantages, attracting
flows from blue‑chip clients,
making it an investor of choice
for companies and an employer
of choice for top talent. It is
well positioned to benefit from
the growth of private assets in
investors’ portfolios.
Sector Financials
Valuation at
31 December 2025
£20,854,000
% of total assets* 2.1%
Valuation at
31December2024
£30,639,000
% of total assets* 2.9%
Net purchases/(sales) in
year to 31 December 2025
(£5,292,000)
* For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
Analog Devices
Analog Devices designs premium
analogue chips that sit at the
intersection of the physical
and digital worlds — sensing,
converting and powering
signals in everything from
factory automation to vehicles
and networks. Its products are
design‑intensive, often single‑
sourced and built into systems
for 10‑20years, creating high
switching costs and robust
pricing. We expect strong volume
growth as electrification trends
continue, from electric vehicles
to smart manufacturing and the
internet of things.
Sector Technology
Valuation at
31 December 2025
£21,545,000
% of total assets* 2.2%
Valuation at
31December2024
£19,420,000
% of total assets* 1.9%
Net purchases/(sales) in
year to 31 December 2025
(£1,274,000)
Strategic report
Annual Report and Financial Statements 2025
26
Name
Business
2025
Value
£’000
2025
% of total
assets
Global equities
Taiwan Semiconductor Manufacturing Semiconductor manufacturer 37,471 3.8
Microsoft Computer software 33,879 3.5
Apple Consumer technology 33,061 3.4
Procter & Gamble Household product manufacturer 25,469 2.6
Atlas Copco Engineering 25,277 2.6
CME Derivatives exchange operator 24,427 2.5
Coca Cola Beverage company 23,240 2.4
Roche Pharmaceuticals and diagnostics 22,372 2.3
Analog Devices Integrated circuits 21,545 2.2
Partners Group Asset management 20,854 2.1
Deutsche Boerse Securities exchange owner/operator 20,041 2.1
Midea Group Appliance manufacturer 18,760 1.9
Accenture Global professional services 18,399 1.9
Jack Henry & Associates Provider of software and IT services for banks 18,294 1.9
Schneider Electric Electrical power products 18,071 1.9
Pepsico Snack and beverage company 17,975 1.8
Amadeus IT Group Technology provider for the travel industry 17,692 1.8
Epiroc Mining and infrastructure equipment provider 17,629 1.8
L’Oréal Cosmetics 17,439 1.8
B3 S.A. Securities exchange owner/operator 17,214 1.8
McDonald’s Fast food restaurants 16,955 1.7
Anta Sports Sportswear manufacturer and retailer 16,820 1.7
Admiral Car insurance 16,577 1.7
Watsco Distributes air conditioning, heating and refrigeration
equipment
16,318 1.7
USS Second‑hand car auctioneer 16,238 1.7
Cisco Systems Data networking equipment 15,590 1.6
Fastenal Distribution and sales of industrial supplies 15,538 1.6
NetEase Online gaming company 14,509 1.5
Novo Nordisk Pharmaceutical company 14,049 1.4
United Overseas Bank Commercial banking 13,905 1.4
Nestlé Food producer 13,897 1.4
Experian Credit scoring and marketing services 13,295 1.4
Carsales.com Online marketplace for classified car advertisements 12,514 1.3
List of
investments
As at 31 December 2025
The Scottish American Investment Company P.L.C.
27
Name
Business
2025
Value
£’000
2025
% of total
assets
Albemarle Producer of speciality and fine chemicals 11,737 1.2
Valmet Manufacturer of pulp and paper machinery 11,381 1.2
Hong Kong Exchanges and Clearing Securities exchange owner/operator 11,347 1.2
T. Rowe Price Fund manager 10,743 1.1
AVI Staple foods manufacturer 10,225 1.1
Home Depot Home improvement retailer 10,169 1.1
Edenred Voucher programme outsourcer 9,915 1.0
Intuit Software 9,821 1.0
Starbucks Coffee retailer 9,400 1.0
Wolters Kluwer Information services and solutions provider 9,189 0.9
Texas Instruments Semiconductor supplier 9,164 0.9
Alphabet Search platform, software, cloud services and more 8,578 0.9
MSCI Global provider of investment decision support tools 8,299 0.9
Diageo International drinks company 7,733 0.8
Coloplast Manufacturer of medical products 7,640 0.8
Paychex HR, payroll and benefits outsourcer 6,724 0.7
Arthur J Gallagher Insurance broker 6,717 0.7
Eurofins Laboratory testing provider 6,180 0.6
SAP Business software developer 5,876 0.6
Medtronic Medical devices company 4,838 0.5
MediaTek Taiwanese electronic component manufacturer 4,636 0.5
Fevertree Drinks Producer of premium mixer drinks 4,212 0.4
Zoetis Animal health medicines and vaccines 1,265 0.1
Total global equities 831,103 85.5
Infrastructure equities
Greencoat UK Wind UK wind farms 9,154 0.9
Terna Electricity grid operator 7,785 0.8
Transurban Group Tollroad operator 6,621 0.7
Jiangsu Expressway Tollroad operator 4,227 0.4
Primary Health Properties REIT Primary healthcare property group 3,910 0.4
Exelon Grid and utility operator 899 0.1
Total Infrastructure equities 32,596 3.3
Direct Property See table on page 30 90,350 9.3
Strategic report
Annual Report and Financial Statements 2025
28
Issue
Currency
2025
Value
£’000
2025
% of total
assets
Bonds
Indonesia 7.375% 15/05/2048 Indonesian rupiah denominated 1,848 0.2
Ivory Coast 6.625% 2048 Euro denominated 1,720 0.2
Nestlé Finance Intl 5.125% 2038 Sterling denominated 2,052 0.2
Tesco Corp Treasury Services 5.5% 2035 Sterling denominated 2,162 0.2
Indonesia 9% 15/03/2029 Indonesian rupiah denominated 1,848 0.2
Brazil CPI Linked 15/05/2045 Brazilian real denominated 2,400 0.3
Haleon UK Capital 3.375% 2038 Sterling denominated 2,060 0.2
Heathrow Funding 5.875% 2041 Sterling denominated 2,079 0.2
Total Bonds 16,169 1.7
Total Investments 970,218 99.7
Net Liquid Assets 3,164 0.3
Total Assets (before deduction of borrowings) 973,382 100.0
The Scottish American Investment Company P.L.C.
29
Hoover Dam, Arizona/Nevada, USA. © Adam Mustafa/Getty Images.
Strategic report
Annual Report and Financial Statements 2025
30
Property
portfolio
Location
Type
Tenant
2025
EPC
#
Rating
2025
Value
£’000
2025
% of total
assets
2024
Value
£’000
Cardiff
†
Garden Centre Blue Diamond UK Limited B 9,600 1.0 –
5‑yearly 2.5% per annum
Crawley Motorway Services Moto Hospitality Limited B 20,500 2.1 19,700
RPI‑linked annual increase
(uncapped till May 2025, then
collar 2% cap 4%)
Denbigh Supermarket Aldi Stores Limited B 4,800 0.5 4,800
Fixed‑increases 5‑yearly
(2.5% compounded)
Earley Public House Spirit Pub Company (Managed)
Limited (Greene King plc)
C 2,150 0.2 2,500
5‑yearly open market review
Gosport Supermarket Aldi Stores Limited A 5,550 0.6 5,550
RPI‑linked collar 1% cap
2.75%
Holyhead Hotel Premier Inn Hotels Limited A 6,000 0.6 6,500
CPI‑linked with 4% cap
New Romney Holiday Village Park Resorts Limited C 17,200 1.8 19,250
RPI‑linked collar 3% cap 7%
p.a. + turnover‑related top up
5‑yearly
Otford Public House Spirit Pub Company (Managed)
Limited (Greene King plc)
C 1,650 0.2 1,700
5‑yearly open market review
Ringwood Hotel Premier Inn Hotels Limited B 7,700 0.8 8,350
CPI‑linked with 4% cap
Southend‑on‑Sea* Warehouse Booker Limited C – – 8,500
Fixed increases 5‑yearly
(2.5% compounded)
Taunton* Bowling Alley Mitchells & Butlers Retail (No.2)
Limited (sublet to Hollywood
Bowl Group plc)
A – – 3,900
RPI‑linked until 2024, then
5‑yearly open market
Witney Industrial James Donaldson Group Limited A 15,200 1.5 14,700
RPI‑linked collar 2% cap 4%
90,350 9.3 95,450
* Sold during the year.
#
See glossary of terms and alternative performance measures on pages 118 to 120.
† Purchased during the period.
The Scottish American Investment Company P.L.C.
31
Property portfolio by sector:
1
2
3
5
6
4
7
Sector 2025
%
2024
%
1 Roadside 22.7 20.8
2 Caravan Park 19.0 19.8
3 Industrial 16.8 24.2
4 Hotels 15.2 15.4
5 Shops 11.5 11.0
6 Garden Centre 10.6 –
7 Pubs 4.2 4.4
8 Bowling Alley – 4.4
Property portfolio income by review pattern:
3
4
5
2
1
Review pattern 2025
%
2024
%
1 Retail price index (annual) 55.7 49.7
2 Fixed increases (five yearly) 1 7. 4 15.5
3 Consumer price index (fiveyearly) 15.9 16.5
4 Open market (five yearly) 6.2 12.3
5 Retail price index (five yearly) 4.8 6.0
Property performance and key features:
2025 2024
Return on SAINTS property portfolio (%) 4.0 8.3
Return on MSCI UK Quarterly Property Index (%)* 5.8 5.2
Weighted average unexpired lease term (years) 1 7. 5 16.0
Weighted average unexpired lease term (breaks included) (years) 16.4 15.0
* © 2025 MSCI Inc. All rights reserved.
Strategic report
Annual Report and Financial Statements 2025
32
Notes
¶
31 December
2025
31 December
2024 % change
Total assets (before deduction
of borrowings)
†
£973.4m £1,047.4m
Borrowings (book value) 12 £94.8m £94.7m
Shareholders’ funds 14 £878.6m £952.7m
Net asset value per ordinary
share (borrowings at fair value)
†
555.4p 557.8p (0.4)
Net asset value per ordinary
share (borrowings at book value)
536.1p 539.3p (0.6)
Share price
‡
516.0p 498.5p 3.5
Benchmark
#
12.5
(Discount)/premium –
(borrowings at fairvalue)
†
(7.1%) (10.6%)
(Discount)/premium –
(borrowings at book value)
†
(3.8%) (7.6%)
Revenue earnings per
ordinary share
7 15.65p 14.50p 7. 9
Dividends paid and payable in
respect oftheyear
8 15.92p 14.875p 7. 0
Ongoing charges
†
0.60% 0.58%
Active share
†
86% 86%
Year to 31 December 2025 2024
Total returns (%)
†‡
Net asset value (borrowings at fair value) 2.4 6.1
Net asset value (borrowings at book value) 2.3 5.6
Share price 6.8 (4.2)
Benchmark
#
14.7 19.8
The following information
illustrates how SAINTS has
performed over the year to
31December 2025.
* For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
†
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
#
The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
‡
Source: LSEG/Baillie Gifford and relevant underlying data providers. See disclaimer on page 112.
¶
See notes to the financial statements on pages 88 to 103.
Past performance is not a guide to future performance.
One year
summary
*
The Scottish American Investment Company P.L.C.
33
†
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
Past performance is not a guide to future performance.
Year to 31 December 2025 2025 2024 2024
Year’s high and low High Low High Low
Net asset value
(borrowings at fair value)
†
586.6p 511.9p 575.0p 528.5p
Net asset value
(borrowings at book value)
566.7p 492.0p
558.0p
511.5p
Share price 525.0p 454.5p 535.0p 485.5p
Premium/(discount) –
borrowings at fair value
†
(7.1%) (13.9%) (0.8%) (12.4%)
Premium/(discount) –
borrowings at book value
†
(3.8%) (11.0%) 2.0% (9.4%)
Year to 31 December 2025 2024
Net return per ordinary share
Revenue 15.65p 14.50p
Capital (5.13p) 14.62p
Total 10.52p 29.12p
Strategic report
Annual Report and Financial Statements 2025
34
* The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
†
See disclaimer on page 112.
#
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
Past performance is not a guide to future performance.
Five year
summary
Dividend versus Inflation
(figures rebased to 100 at 31 December 2020)
20252020 2021 2022 2023 2024
Cumulative to 31 December
● SAINTS dividend ● CPI
Source: LSEG and relevant underlying index providers
†
.
100
125
115
120
110
105
130
135
The following charts
provide a comparison
of SAINTS’ dividends to
inflation, dividend growth
and performance relative
to the benchmark* index
over the five year period to
31December 2025.
Premium/(discount)
#
to net asset value
(plotted on a monthly basis)
20252020 2021 2022 2023 2024
Years to 31 December
● SAINTS premium/(discount) – fair value
#
Source: LSEG/Baillie Gifford and relevant underlying index providers†.
The premium/(discount) is the difference between SAINTS’ quoted share
price and its underlying net asset value.
● SAINTS premium/(discount) – book value
#
(15%)
(10%)
10%
5%
0%
(5%)
The Scottish American Investment Company P.L.C.
35
20252020 2021 2022 2023 2024
Cumulative to 31 December
● NAV total return
(fair value)
#
● Share price
total return
#
● Benchmark*
total return
#
Source: LSEG/Baillie Gifford and relevant underlying index providers
†
.
80
200
160
180
140
120
100
20252021 2022 2023 2024
Years to 31 December
● SAINTS dividend (pence)
● SAINTS proposed final dividend (pence)
Source: LSEG/Baillie Gifford and relevant underlying index providers
†
.
2.2
2.4
2.6
2.8
3.0
3.2
3.4
3.6
3.8
4.2
4.6
4.4
4.0
Five year quarterly dividends paid (pence)
* The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
†
See disclaimer on page 112.
#
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
Past performance is not a guide to future performance.
Five year total return
#
performance
(figures rebased to 100 at 31 December 2020)
Strategic report
Annual Report and Financial Statements 2025
36
Revenue Gearing ratios
Year to
31 December
Gross
revenue
£’000
Available
for ordinary
shareholders
£’000
Earnings per
ordinary
share*
p
Dividend per
ordinary share
(net)
p
Ongoing
charges
†
%
Equity
gearing
†
%
Gross
gearing
†
%
2015 18,626 13,913 10.47 10.70 0.93 2 24
2016 18,630 13,939 10.46 10.825 0.87 0 19
2017 20,484 15,213 11.33 11.10 0.80 (6) 17
2018 21,743 16,230 11.75 11.50 0.76 (6) 17
2019 22,950 17,096 11.87 11.875 0.77 (3) 14
2020 23,568 17,519 11.41 12.00 0.70 (7) 11
2021 27,980 21,820 12.79 12.675 0.62 (4) 10
2022 30,043 24,346 13.82 13.82 0.59 (2) 11
2023 30,078 23,960 13.48 14.10 0.58 (2) 10
2024 32,387 25,822 14.50 14.875 0.58 (2) 10
2025 32,714 26,322 15.65 15.92 0.60 (2) 11
Ten year
record
*
Capital
At
31 December
Total
assets
£’000
Debenture
stocks
and loans
£’000
Shareholders’
funds
£’000
Net
asset value
per share
(nominal/par)
†
p
Net
asset value
per share
(book)
p
Net
asset value
per share
(fair)
†
p
Share
price
p
Premium/
(discount)
†
(book)
%
Premium/
(discount)
(fair)
†
%
2015 433,209 84,756 348,453 265.2 261.7 247.5 261.5 (0.1) 5.7
2016 515,622 84,112 431,510 326.6 323.5 309.2 324.0 0.2 4.8
2017 581,366 83,428 497,938 368.7 366.2 355.6 368.0 0.5 3.5
2018 566,154 82,701 483,453 345.0 343.0 336.4 351.0 2.3 4.3
2019 682,418 81,930 600,488 408.4 407.1 400.9 426.0 4.6 6.3
2020 812,270 81,108 731,162 450.4 449.7 446.1 464.0 3.2 4.0
2021 1,025,346 95,161 930,185 529.8 529.7 528.4 541.0 2.1 2.4
2022 941,388 94,714 846,674 478.9 479.0 495.5 508.0 6.1 2.5
2023 1,029,912 94,728 935,184 524.3 524.5 539.4 535.0 2.0 (0.8)
2024 1,047,435 94,742 952,693 539.2 539.3 557.8 498.5 (7.6) (10.6)
2025 973,382 94,756 878,626 536.0 536.1 555.4 516.0 (3.8) (7.1)
For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
* The calculation of earnings per ordinary share is based on the revenue column of the return on ordinary activities after taxation in the Income statement
and the weighted average number of ordinary shares in issue.
†
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
Past performance is not a guide to future performance.
The Scottish American Investment Company P.L.C.
37
For a definition of terms see glossary of terms and alternative performance measures on pages 118 to 120.
#
The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
* The calculation of earnings per ordinary share is based on the revenue column of the return on ordinary activities after taxation in the Income statement
and the weighted average number of ordinary shares in issue.
†
Alternative performance measure – see glossary of terms and alternative performance measures on pages 118 to 120.
Past performance is not a guide to future performance.
Cumulative performance (taking 2015 as 100)
At
31 December
Net asset
value per
share (fair)
†
Net asset
value (fair)
total return
†
Share
price
Share
price total
return
†
Benchmark
#
Benchmark
#
total return
†
Earnings
per ordinary
share*
Dividends
per ordinary
share (net)
Consumer
price
index
2015 100 100 100 100 100 100 100 100 100
2016 125 130 124 129 126 130 100 101 102
2017 144 155 141 151 140 147 108 104 105
2018 136 151 134 148 132 142 112 107 107
2019 162 186 163 185 157 174 113 111 108
2020 180 213 177 208 174 197 109 112 109
2021 213 258 207 248 205 236 122 118 115
2022 200 249 194 240 186 219 132 129 127
2023 218 278 205 259 210 253 129 132 132
2024 225 296 191 249 247 303 138 139 135
2025 224 303 197 265 278 348 149 149 139
Compound annual returns
5 year 4.5% 7.3% 2.1% 5.0% 9.8% 12.1% 6.5% 5.8% 5.1%
10 year 8.4% 11.7% 7.0% 10.3% 10.8% 13.3% 4.1% 4.1% 3.4%
Ten year total return
†
performance
● NAV total return (fair value)
†
● Share price total return
†
● Benchmark
#
total return
†
0
2015 2016 2017 2018 2020 2021 2022 2023 2024 20252019
50
100
150
200
250
300
350
Strategic report
Annual Report and Financial Statements 2025
38
The Company publishes an annual stewardship
report which includes examples of engagement on
environmental, social and governance (‘ESG’) matters,
as well as setting out the Managers’ approach to proxy
voting. The annual stewardship report is available on
the Company’s website saints-it.com.
Environmental,
socialandgovernance
The Scottish
American
Investment
Company
P.L.C.
For professional use only.
Stewardship Report
Year ended 31 March 2025
The Scottish American Investment Company P.L.C.
39
Business model
Business and status
The Company is an investment company within the
meaning of section 833 of the Companies Act 2006
and carries on business as an investment trust.
Investment trusts are UK public listed companies
and their shares are traded on the London Stock
Exchange. They invest in a portfolio of assets in
order to spread risk. The Company has a fixed share
capital although, subject to shareholder approvals
sought annually, it may purchase its own shares or
issue shares. The price of the Company’s shares
is determined, like other listed shares, by supply
anddemand.
The Company has been approved as an investment
trust by HM Revenue & Customs subject to
the Company continuing to meet the eligibility
conditions. The Directors are of the opinion that the
Company has continued to conduct its affairs so as
to enable it to comply with the ongoing requirements
of section 1158 of the Corporation Tax Act 2010 and
the Investment Trust (Approved Company) (Tax)
Regulations 2011.
The Company is an Alternative Investment Fund for
the purposes of the UK Alternative Investment Fund
Managers Regulations.
Objective and policy
SAINTS’ objective is to deliver real dividend growth by
increasing capital and growing income.
SAINTS’ policy is to invest mainly in equity markets,
but other investments may be held from time to time
including bonds, property and other asset classes.
The Board believes that a flexible approach to
investment is important. As market valuations across
and within different asset classes vary over time,
the ability to adjust asset allocation and portfolio
positioning in response to these variations is
important. There are no pre‑defined maximum or
minimum exposure levels for asset classes, sectors
orregions.
The Board also believes that a medium to long term
approach is likely to lead to the best investment
returns. SAINTS’ performance in any one year is likely
to differ from that of its benchmark index, sometimes
by a significant amount. Financial markets are volatile,
particularly over short time periods, but the Manager
is encouraged to view such volatility as giving rise
to investment opportunities rather than as a risk to
beavoided.
In order to achieve real growth in the dividend, the
income generated from SAINTS’ assets needs to grow
over the medium to longer term at a faster rate than
inflation. Consequently, the focus of the portfolio is on
listed equities. Investments are regularly considered
and made in a broad range of other asset types and
markets. Derivative and structured instruments may
also be used with prior Board approval, either to
hedge an existing investment or a currency exposure
or to exploit an investment opportunity.
The equity portfolio consists of shares listed both
in the UK and in overseas markets. The portfolio
is diversified across a range of holdings with little
regard paid to the weighting of individual companies
in the benchmark index. The number of individual
companies will vary over time and the portfolio is
managed on a global basis rather than as a series of
regional sub‑portfolios.
Business
review
Strategic report
Annual Report and Financial Statements 2025
40
Investments are made in markets other than listed
equity markets when prospective returns appear
to be superior to those from equity markets or are
considered likely to exceed SAINTS’ borrowing costs.
The list of these other investments will vary from time
to time as opportunities are identified but include
investment grade bonds, high yield bonds, property,
forestry, private equity and other asset types.
As an investment trust, SAINTS is able to borrow
money and does so when the Board and Managers
have sufficient conviction that the assets funded
by borrowed monies will generate a return in
excess of the cost of borrowing. Whenever long
term borrowings cannot be fully invested in such
manner, the borrowed funds are used to purchase
a diversified portfolio of similar maturity bonds to
the borrowings. This has the effect of hedging out
much of the interest rate risk and removing the
mismatch between borrowing costs and associated
investment returns. Gearing levels are discussed by
the Board and Managers at every Board meeting and
monitored between meetings. The Board will not take
out additional borrowings if this takes the level of
effective gearing beyond 130%.
The starting position for investment of shareholders’
funds is 100% exposure to equity markets.
Theallocation to equity markets at any point in
time will reflect the Board’s and Managers’ views
on prospective returns from equities and the full
range of alternative investment opportunities but,
inbroad terms, SAINTS will gear up through the use
of borrowings if equity markets look undervalued and
will hold cash or invest in non‑equity assets when
equity markets look overvalued.
The exposure to listed equities is set within a range
of 75% to 125% of shareholders’ funds in normal
circumstances. The number of individual equities held
will vary over time but, in order to diversify risk, will
typically be in a range between 50 and 100.
The Board monitors the aggregate exposure to any
one entity across the whole investment portfolio.
Themaximum exposure at time of investment to
any one entity is 15% of total assets. The Board is
notified in advance of any transaction that would
take an individual equity holding above 5% of
shareholders’ funds. SAINTS does from time to time
invest in other UK listed investment companies.
Themaximum permitted investment in such
companies is 15% of gross assets.
An overview by the Manager is given on pages15
to 19 and a detailed analysis of the Company’s
investment portfolio held at the year end is set out on
pages 21 to 31.
Board oversight
Baillie Gifford & Co Limited, a wholly owned
subsidiary of Baillie Gifford & Co, has been appointed
by the Company as its Alternative Investment Fund
Manager (AIFM). The investment management
function has been delegated to Baillie Gifford &
Co and the management of the property portfolio
to OLIM Property Limited. When assessing the
performance of the Company and the Managers, the
Board looks at dividend growth, share price and at
net asset value total returns relative to inflation and
the benchmark total return. The Board believes it is
appropriate to make this assessment over a medium
to long term timeframe, a minimum of five years, in
accordance with the medium to long term approach
taken to investment.
The Board monitors closely the activities of the
Managers, the composition of the investment
portfolio and the level of gearing.
The Board sets a number of guidelines and places
limits and restrictions on the Managers in order
to minimise the risk of permanent loss of capital.
Within these constraints, the Board encourages
theManagers to maximise long term capital and
income growth rather than minimise short term
volatility in the capital value of the investment
portfolio. Themain source of both long term return
and short term volatility in SAINTS’ portfolio is likely
to be the investments in listed equities.
The Board also monitors SAINTS’ revenue position
and receives regular estimates from the Managers of
likely income growth. The level of dividend in any one
year is set after assessing the income generated by
the portfolio in that year, the level of revenue reserves
and long term trends in income.
OLIM Property Limited provide the Board with
quarterly updates and meet with the Board at least
once a year or otherwise when required. Annually,
the Board receive a report from Baillie Gifford & Co
Limited detailing its review of OLIM’s asset allocation
policy, business continuity plan and any breaches,
errors or complaints recorded.
The Scottish American Investment Company P.L.C.
41
Discount/premium
The Company annually seeks shareholder authority
to buy back its own shares at a discount to net asset
value and to hold such shares in treasury as well as
to issue new shares and sell treasury shares at a
premium to net asset value.
The Company can issue shares at such times as the
premium indicates that demand is not being met by
natural liquidity in the market.
Buy‑back powers have been used in the past in
circumstances when large lines of stock cannot be
absorbed by the market. The discount or premium,
in absolute terms and relative to other similar
investment trust companies, and the composition
of the share register are discussed at every Board
meeting. While there is no discount target, the Board
is aware that discount volatility is unwelcome to
many shareholders and that share price performance
is the measure used by most investors. The Board
oversees the Managers’ marketing programme which
is designed to stimulate demand for the Company’s
shares, provide effective communication to existing
and potential shareholders and maintain the profile
of the Company.
During the year to 31 December 2025, the Company
issued no ordinary shares at a premium to net asset
value (2024 – no shares issued). 12,764,384 shares
were bought back at a cost of £65,369,000 and
held in treasury (2024 – 1,665,185 shares bought
back at a cost of £8,529,000). Between 1January
2026 and 16 February 2026, the Company bought
back 760,000 shares into treasury at a cost of
£3,955,000. 15,189,569 shares were held in
treasury as at 16February 2026.
Borrowings
As at 31 December 2025, the Company had £95m
of long term secured privately placed loan notes as
detailed on page 95.
Performance
At each Board meeting, the Directors consider a
number of performance measures to assess the
Company’s success in achieving its objectives.
Key performance indicators
The key performance indicators (KPIs) used to
measure the progress and performance of the
Company over time are established industry
measures and are as follows:
• dividend per share;
• earnings per share;
• the movement in net asset value per ordinary
share (after deducting borrowings at fair value)
compared to the benchmark;
• the movement in the share price;
• the premium/discount (after deducting borrowings
at fair value); and
• ongoing charges.
An explanation of these measures can be found in
the glossary of terms and alternative performance
measures on pages 118 to 120.
The one, five and ten year records of the KPIs are
shown on pages 32 to 37.
In addition to the above, the Board considers peer
group comparative performance.
Principal and emerging risks
As explained on pages 64 and 66, there is an ongoing
process for identifying, evaluating and managing
the risks faced by the Company on a regular basis.
The Directors confirm they have carried out a robust
assessment of the principal and emerging risks
facing the Company including those that would
threaten its business model, future performance,
regulatory compliance, solvency or liquidity. There
have been no significant changes to the principal
risks during the year. Adescription of these risks and
how they are being managed or mitigated is set out
on the following pages. An upwards arrow, dash or
downwards arrow has been included to show if the
risk level has increased, not changed or decreased
since it was reported in last year’s Annual Report and
Financial Statements.
Strategic report
Annual Report and Financial Statements 2025
42
Financial risk
What is the risk?
The Company’s assets consist mainly
of listed securities and its principal
and emerging risks are therefore
market related and include market
risk (comprising currency risk, interest
rate risk and other price risk), liquidity
risk and credit risk. An explanation of
those risks and how they are managed
is contained in note18 to the Financial
Statements onpages97 to 103.
How is it managed?
The Board has considered the impact of
heightened market volatility arising from
market concentration and macroeconomic
factors, including inflation, continued high
interest rates and monetary policy. To mitigate
financial risk at each Board meeting the
Manager provides an investment policy
paper which includes a detailed explanation
of significant stock selection decisions
and the overall rationale for holding the
current portfolio. Consideration is given to
portfolio movements and the top and bottom
contributors to performance. The investment
approach is considered in detail at the annual
Strategy meeting. The value of the Company’s
investment portfolio and its income
stream would be affected by any currency
movements, butthe Board believes the nature
and diversification of the Company’s equity
portfolio moderates such risks.
Rating and
change
Current assessment of risk
Risk level: High
This risk is considered to have
increased. Although interest rates
have reduced from recent highs,
inflation remains above central
bank targets and the prospect
of market volatility remains
from deteriorating geopolitical
stability or an unwinding of the AI
investment boom.
Investment strategyrisk
What is the risk?
Pursuing an investment strategyto fulfil
the Company’s objective which the
market perceives to be unattractive or
inappropriate, or the ineffective
implementation of an attractive or
appropriate strategy, may lead to
reduced returns for shareholders and,
as a result, adecreased demand for the
Company’s shares. This may lead to the
Company’s shares trading at a widening
discount to their net asset value.
How is it managed?
To mitigate this risk, the Board regularly
reviews the Company’s objective, investment
policy and strategy. Italso monitors
performance and investment risk including
adherence to investment guidelines and
restrictions.
Rating and
change
Current assessment of risk
Risk level: High
This risk is considered to be
elevated as the Company’s
investment style is currently
out of favour and it continues
to underperform the wider
market and lag its peer group.
Performance is considered in
more detail in the Managers’
Review on pages 15 to 19.
Discount risk
What is the risk?
The discount/premium at which the
Company’s shares trade relative to its
net asset value can change. The risk
of a widening discount is that it may
undermine investor confidence in the
Company and adversely affect returns
for shareholders.
How is it managed?
The Board monitors the level of discount/
premium at which the shares trade and
the Company has authority to buy back its
existing shares when deemed by the Board
to be in the best interests of the Company
and itsshareholders.
The Board also monitors and oversees
marketing and the communication of the
Company’s investment strategy with a view
to stimulating demand for SAINTS’ shares.
Rating and
change
Current assessment of risk
Risk level: High
The Company’s shares traded at a
discount throughout the year. The
Company’s shares traded at an
average discount of 10.0% and it
bought back 12,764,384 shares.
The discount at the year end was
7.1%. No shares were issued
during the year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
The Scottish American Investment Company P.L.C.
43
Climate and governance risk
What is the risk?
Perceived Environmental, Social and
Governance (`ESG’) weaknesses in an
investee company may make its shares
less attractive to investors and adversely
affect its share price including through
any direct impact on its operations or
management (for example an industrial
accident or spillage). Environmental
factors are also important for the property
investments, where issues such as flood
risk or deleterious materials may reduce
a property’s attractiveness, valuation or
rental prospects. Repeated failure by the
Investment Manager or Property Manager
to identify ESG weaknesses could lead
to the Company’s own shares being less
attractive to investors, adversely affecting
its own share price.
How is it managed?
This is mitigated by the Investment
Managers’ strong ESGstewardship and
engagement policies, and the Board’s own
ESG policy, which is available to view on the
Managers’ website: saints-it.com, both of
which have been adopted by the Company,
and which are fully integrated into the
investment process as well as the extensive
up‑front and ongoing due diligence which
the Investment Manager undertakes on
each investee company. Thedue diligence
conducted by the Investment Manager and
Property Manager includes assessment of
the risks inherent in climate change (see
page 67). The Directors have considered
the impact of climate change on the
Financial Statements of the Company and
this is included in note 1 to the Financial
Statements on pages 88 to 89.
Rating and
change
Current assessment of risk
Risk level: Moderate
The Investment Manager
andProperty Manager continued
to employ strong ESG stewardship
and engagement policies.
Regulatory risk
What is the risk?
Failure to comply with applicable
legal and regulatory requirements
such as the tax rules for investment
companies, the UK Listing Rules and
the Companies Act 2006 could lead
to suspension of the Company’s Stock
Exchange listing, financial penalties,
aqualified audit report or the Company
being subject to tax on capitalgains.
Changes to the regulatory environment
could negatively impact the Company.
How is it managed?
To mitigate this risk, BaillieGifford’s
Business Risk, Internal Audit and
Compliance departments provide regular
reports to the Audit Committee on
Baillie Gifford’s monitoring programmes.
Major regulatory change could impose
disproportionate compliance burdens
on the Company. In such circumstances
representation is made to ensure that the
special circumstances of investment trusts
are recognised. Shareholder documents and
announcements, including the Company’s
published Interim and Annual Report
and Financial Statements, are subject to
stringent review processes, and procedures
are in place to ensure adherence to the
Transparency Directive and the Market
Abuse Directive with reference to inside
information.
Rating and
change
Current assessment of risk
Risk level: Low
This risk is considered to be
unchanged. All control procedures
were working effectively and
there were no material regulatory
changes that have impacted the
Company during the year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2025
44
Custody and depositary risk
What is the risk?
Safe custody of the Company’s assets
may be compromised through control
failures by the Depositary, including
breaches of cyber security incidents.
How is it managed?
To mitigate this risk, the Board receives
six‑monthly reports fromthe Depositary
confirming safe custody of the Company’s
assets held by the Custodian. Cash and
portfolio holdings areindependently
reconciled to the Custodian’s records by the
Managers. The Custodian’s assured internal
controls assurance reports are reviewed by
Baillie Gifford’s Business Risk Department
and a summary of the key points is reported
to the Audit Committee and any concerns
investigated.
Rating and
change
Current assessment of risk
Risk level: Low
This risk is considered to be
unchanged. All control procedures
were working effectively.
Operational risk
What is the risk?
Failure of Baillie Gifford’s systems
or those of other third party service
providers could lead to an inability
to provide accurate reporting and
monitoring or a misappropriation of
assets.
How is it managed?
To mitigate this risk, BaillieGiffordhas a
comprehensive business continuity plan
which facilitates continued operation of the
business in the event of a service disruption or
major disaster. TheAudit Committee reviews
Baillie Gifford’s Report on Internal Controls
and reports by other key third party providers
are reviewed by Baillie Gifford on behalf of
the Board and a summary of the key points
is reported to the Audit Committee and any
concerns investigated. The other key third
party service providers have not experienced
significant operational difficulties affecting
their respective services to theCompany.
Rating and
change
Current assessment of risk
Risk level: Low
This risk is considered to be
unchanged. All control procedures
were working effectively.
Leverage risk
What is the risk?
The Company may borrow money
for investment purposes (sometimes
known as ‘gearing’ or ‘leverage’). If
the investments fall in value, any
borrowings willmagnify the extent
of this loss. If loan covenants are
breached, the Company mayhave to
sell investments torepay borrowings.
TheCompany can also make use of
derivative contracts.
How is it managed?
To mitigate this risk, allborrowingsrequire
the prior approval of the Board and leverage
levels are discussed by the Board and
Managers at every meeting and covenant
levels are monitored regularly. Details of
the Company’s current borrowings can be
found in note 12 on page 95. The majority
of the Company’s investments are in quoted
securities that are readily realisable. Further
information on leverage can be found on
page 112 and the glossary of terms and
alternative performance measures on pages
118 to 120.
Rating and
change
Current assessment of risk
Risk level: Low
This risk is considered to be
unchanged. The Company has
long term borrowings in place in
form of its loan notes, which have
maturity dates in 2036, 2045 and
2049.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
The Scottish American Investment Company P.L.C.
45
Political risk
What is the risk?
Political change in areas in which the
Company invests or may invest may
have practical consequences for the
Company.
How is it managed?
Political developments are closely monitored
and considered by the Board and Managers.
The Board continues to assess the potential
consequences for the Company’s future
activities including those which may arise
from growing protectionism. The Board also
remains watchful of broader geopolitical
tensions and the associated potential
for trade disruption and armed conflict.
The Board considers the nature and
diversification of the Company’s investments
provides a good degree of protection against
suchpolitical risks.
Rating and
change
Current assessment of risk
Risk level: High
This risk is considerred to be
elevated as governments and
consumers around the world
continue to assess the impact
of heightened geopolitical
tensions and conflicts as well
as challenging macroeconomic
economic conditions.
Cyber security risk
What is the risk?
A cyber attack on Baillie Gifford’s
network or that of a third party
service provider could impact the
confidentiality, integrity or availability
of data and systems. Emerging
technologies, including AI and quantum
computing capabilities, may introduce
new, and increase existing information
security risks that impact operations.
How is it managed?
To mitigate this risk, the Audit Committee
reviews Reports on Internal Controls
published by Baillie Gifford and other third
party service providers. Baillie Gifford’s
Business Risk Department report to the
Audit Committee on the effectiveness of
information security controls in place at
Baillie Gifford and its business continuity
framework. Cyber security due diligence is
performed by Baillie Gifford on third party
service providers which includes a review of
crisis management and business continuity
frameworks.
Rating and
change
Current assessment of risk
Risk level: Moderate
This risk is considered to
be increasing due to recent
indications that the continuation
of geopolitical tensions and an
observed increase in malign cyber
activity. Emerging technologies,
including AI, could potentially
increase information security
risks. In addition, service providers
operate a hybrid approach of
remote and office working,
thereby increasing the potential
ofacyber security threat.
Emerging risks
As explained on pages 64 and 66, the Board has regular discussions on principal risks and uncertainties, including any risks which
are not an immediate threat but could arise in the longer term. The Board considers that the certain key emerging risks arise from
the interconnectedness of global economies and the related exposure of the investment portfolio to escalating geopolitical tensions
and to cyber security risks. At each Board meeting the Board consider global economic and geopolitical factors and how these
might impact the Company and its portfolio, with any concerns raised with the Investment Managers. The Board also considers the
Investment Managers’ interaction with the investee companies and its ability to assess companies’ resilience. The Managers monitor
certain emerging risks and have established a group to manage the response to any future events that might result in heightened
levels of market volatility. Regular exercises are carried out to test the Managers’ response to various scenarios.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2025
46
Viability statement
In accordance with provision 31 of the UK Corporate
Governance Code, the Directors have assessed
the prospects of the Company. The Directors have
elected to do this over a period of five years, which
they continue to believe to be appropriate as it
reflects the longer term investment strategy of the
Company in terms of both investment horizon and
income growth, and to be a period during which,
inthe absence of any adverse change to the
regulatory environment and to the tax treatment
afforded to UK investment trusts, they do not
currently expect there to be any significant change
to the current principal risks facing SAINTS nor to
the controls in place to effectively mitigate those
risks. Moreover, the Directors do not envisage any
significant change in strategy or any events which
would prevent the Company from operating over a
period of five years.
In considering the viability of the Company, the
Directors have conducted a robust assessment
of each of the principal and emerging risks and
uncertainties detailed on pages 41 to 45 and
in particular the impact of market risk where a
significant fall in global equity markets would
adversely impact the value of the investment
portfolio. The Directors have also considered the
Company’s income and expenses and dividend
policy having undertaken a review of revenue
projections over a five year period and its liquidity in
the context of the majority of its investments being
listed equities which are readily realisable and so
capable of being sold to provide funding if required.
Leverage comprising private placement debt
totalling £95m: £40m repayable in April 2045, £40m
repayable in April 2049 and £15m repayable in
June 2036, has also been considered with specific
leverage and liquidity stress testing conducted
during the year, including consideration of the
risk of further market deterioration resulting from
increasing geopolitical tensions. The stress testing
did not indicate any matters of concern. Inaddition,
all of the key operations required by the Company
are outsourced to third party service providers and
it is reasonably considered that alternative providers
could be engaged at relatively short notice.
Based on the Company’s processes for monitoring
revenue projections, share price discount/premium,
the Managers’ compliance with the investment
objective, asset allocation, the portfolio risk profile,
leverage, counterparty exposure, liquidity risk and
financial controls, the Directors have 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 next five years.
Promoting the success of the Company
(section 172 statement)
Under section 172 of the Companies Act 2006,
the directors of a company must act in the way
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, and in doing
so have regard (amongst other matters and to the
extent applicable) to: a) the likely consequences
of any decision in the long term, b) the interests
of the company’s employees, c) the need to
foster the company’s business relationships with
suppliers, customers and others, d) the impact of
the company’s operations on the community and
the environment, e) the desirability of the company
maintaining a reputation for high standards of
business conduct, and f) the need to act fairly as
between members of the company.
In this context, having regard to the Company
beingan externally‑managed investment company
with no employees, the Board considers the
Company’s key stakeholders to be: its shareholders;
its externally‑appointed Managers (Baillie Gifford
and OLIM Property); its portfolio companies; other
professional service providers (corporate broker,
registrar and depositary); lenders; wider society and
the environment.
The Board considers that the interests of the
Company’s key stakeholders are aligned, in terms
of wishing to see the Company deliver sustainable
long‑term growth, in line with the Company’s
stated objective and strategy, and meet the highest
standards of legal, regulatory, and commercial
conduct, with the differences between stakeholders
being merely a matter of emphasis on those elements.
The Scottish American Investment Company P.L.C.
47
The Board’s methods for assessing the Company’s progress in the context of its stakeholders’ interests are
set out below.
Stakeholder Why we engage How we engage and what we do
Shareholders Shareholders are, collectively, the
Company’s owners: providing them with a
return for their investment in accordance
with the Company’s investment policy and
objective is the reason for its existence.
The Board places great importance on communication with
shareholders. The Annual General Meeting provides the key
forum for the Board and Managers to present to shareholders
onthe Company’s performance, future plans and prospects.
Italso allows shareholders the opportunity to meet with the
Board and Managers and raise questions and concerns.
TheChair is available to meet with shareholders as appropriate.
The Managers meet regularly with shareholders and their
representatives, reporting their views back to the Board.
Directors also attend certain shareholder presentations, in order
to gauge shareholder sentiment first hand. Shareholders may
also communicate with members of the Board at any time by
writing to them at the Company’s registered office or to the
Company’s broker. These communication opportunities help
inform the Board when considering how best to promote the
success of the Company for the benefit of all shareholders over
the long term.
Baillie Gifford –
Managers and
Secretaries
OLIM – Property
Manager
The Company’s Board has delegated the
management of the Company’s portfolio
to Baillie Gifford and the management
of the Company’s property portfolio to
OLIM Property. The administration of the
Company’s operations including fulfilment
of regulatory and taxation reporting
requirements, to Baillie Gifford. Baillie
Gifford is therefore responsible for the
substantial activities of the Company and
has the most immediate influence on its
conduct towards the other stakeholders,
subject to the oversight and strategic
direction provided by the Board.
The Board seeks to engage with its Managers and Secretaries,
and other service providers, in a collaborative and collegiate
manner, encouraging open and constructive discussion and
debate, while also ensuring that appropriate and regular
challenge is brought and evaluation conducted. This approach
aims to enhance service levels and strengthen relationships with
the Company’s providers, with a view to ensuring the interests
of the Company’s shareholders are best served by keeping cost
levels proportionate and competitive, and by maintaining the
highest standards of business conduct.
Portfolio
companies
As all of the Company’s operations are
conducted by third party professional
providers, it is the companies held in
its investment portfolio which have the
primaryreal‑world impact in terms of
social and environmental change, both
positively and negatively, as well as
generating, through their commercial
success, theinvestment growth sought by
the Company’s shareholders. The investee
companies have an interest in understanding
their shareholders’ investment rationale in
order to assure themselves that long‑term
business strategies will be supported.
The Board is cognisant of the need to consider the impact of
the Company’s investment strategy and policy on wider society
and the environment. The Board considers that its oversight
of environmental, social and governance (‘ESG’) matters is an
important part of its responsibility to all stakeholders and the
Board has published its own ESG policy. The Board’s review of
the Managers includes an assessment of their ESG approach
and its application in making investment decisions. The Board
regularly reviews Governance Engagement reports, which
document the Managers’ interactions with investee companies
on ESG matters (see page 38).
Investment
platforms
Investment platforms provide an interface
with shareholders who invest in the
Company indirectly.
The Managers liaise with the various investment platforms on
strategies for improving communications with the Company’s
shareholders who hold their shares via these platforms.
Anannual timetable of key dates is published on the Company’s
website, for the ease of reference of such shareholders. Further
details on how to vote via an investment platform can be found
on pages 105 and 111.
Strategic report
Annual Report and Financial Statements 2025
48
Stakeholder Why we engage How we engage and what we do
Brokers The Company’s brokers provide an interface
between the Company’s Board and its
institutional shareholders.
The Company’s brokers regularly attend Board meetings, and
provide reports to those meetings, in order to keep the Board
apprised of shareholder and wider market sentiment regarding
the Company. They also arrange forums for shareholders to
meet the Chair, or other Directors, outwith the normal general
meeting cycle.
Registrars The Company’s registrars provide an
interface with those shareholders who hold
the Company’s shares directly.
The Company Secretaries liaise with the registrars to ensure the
frequency and accuracy of communications to shareholders is
appropriate, and monitor shareholder correspondence to ensure
that the level of service provided by the registrars is acceptable.
The Managers’ risk function reviews the registrars’ internal
controls report and reports on the outcome of this review to
theAudit Committee.
Depositary and
custodian
The depositary and custodian are
responsible for the safekeeping of the
Company’s financial instruments, as set
outin more detail on page 56.
The Depositary provides the Audit Committee with a report
on its monitoring activities. The Board and Managers seek to
engage with the depositary and custodian in a collaborative
and collegiate manner, encouraging open and constructive
discussion and debate, while also ensuring that appropriate
and regular challenge is brought and evaluation conducted.
This approach aims to enhance service levels and strengthen
relationships with the Company’s providers, with a view to
ensuring the interests of the Company’s shareholders are best
served by keeping cost levels proportionate and competitive,
and by maintaining the highest standards of business conduct.
Lenders Lenders such as holders of debt instruments
(bonds and private placement loan notes)
and banks providing fixed or revolving credit
facilities provide the Company’s gearing and
have an interest in the Company’s ongoing
financial health and viability.
The Company’s legal advisers review all legal agreements in
connection with the Company’s debt arrangements and advise
the Board on the appropriateness of the terms and covenants
therein. The Managers and Secretaries ensure that the
frequency and accuracy of reporting on, for example, covenant
certification, is appropriate and that correspondence from the
lenders receives a prompt response.
AIC/industry peers The Association of Investment Companies
(‘AIC’) and the Company’s investment
trust industry peers have an interest in the
Company’s conduct and performance, as
adverse market sentiment towards one
investment trust can affect attitudes towards
the wider industry.
The Company is a member of the AIC, and the Directors and/
or the Managers and Secretaries (as appropriate) participate in
technical reviews, requests for feedback on proposed legislation
or regulatory developments, corporate governance discussions
and/or training.
Wider society and
theenvironment
No entity, corporate or otherwise, can
exist without having an influence on the
society in which it operates or utilising the
planet’s resources. Through its third‑party
relationships, as noted above, the Company
seeks to be a positive influence and, in
circumstances where that is not possible,
tomitigate its negative impacts insofar as
ispossible.
The Board and Managers’ interactions with the various
stakeholders as noted above form the principal forms of
direct engagement with wider society and in respect of the
environment (commercial, financial, and in terms of planetary
health and resources).
The Scottish American Investment Company P.L.C.
49
The Board recognises the importance of maintaining
the interests of the Company and its stakeholders
in aggregate, firmly front of mind in its key decision
making and Baillie Gifford & Co Limited, the
Company Secretaries are at all times available to
the Board to ensure that suitable consideration is
given to the range of factors to which the Directors
should have regard. In addition to ensuring that the
Company’s stated investment objective was being
pursued, key decisions and actions during the year
which required the Directors to have regard to
applicable section 172 factors included:
• The Company bought back 12,764,384 of the
Company’s own shares into treasury at a discount
to net asset value, for subsequent reissue, in
order to ensure the Company’s shareholders
found liquidity for their shares when natural
market demand was insufficient, and on terms
that enhance net asset value for remaining
shareholders; and
• as part of the Board’s succession planning, Angus
Macpherson was appointed as a Director and
Chairman Designate to the Board on 1 September
2025. This appointment is consistent withtheAIC
Corporate Governance Code principlethat ‘a
successful company is led byaneffective board,
whose role is to promote thelong‑term sustainable
success of a company, generating value for
shareholders and contributing to wider society’.
Employees, human rights
and community issues
The Board recognises the requirement to provide
information about employees, human rights
and community issues. As the Company has no
employees, all its Directors are non‑executive
and all its functions are outsourced, there are no
disclosures to be made in respect of employees,
human rights and community issues. Further
information on the Company’s approach to
environmental, social and governance (ESG)
mattersare provided on page 67.
Gender representation
As at 31 December 2025, and the date of this report,
the Board comprises six Directors, three male and
three female. The Company has no employees.
TheBoard’s policy on diversity is set out on page63.
Environmental, social and governance policy
Details of the Company’s policy on socially responsible
investment can be found under Corporate Governance
and Stewardship on page 67.
The Company considers that it does not fall within
the scope of the Modern Slavery Act 2015 and it
is not, therefore, obliged to make a slavery and
human trafficking statement. In any event, the
Company considers its supply chains to be of
low risk as its suppliers are typically professional
advisers. Astatement by the Managers under
the Act has been published on the Managers’
websiteatbailliegifford.com.
Future developments of the Company
The outlook for the Company for the next 12 months
is set out in the Chairman’s statement on pages
05
to 09
and the Managers’ review on pages
15 to 19
.
The Strategic report, which includes pages
05 to 49
,
was approved by the Board on 18February2026.
Lord Macpherson of Earl’s Court
Chairman
Governance
report
This governance report, which includes
pages 51 to 75 outlines the Board’s
approach to the governance of your
Company. We believe that good governance
builds better outcomes and we are
committed to high standards of corporate
governance and transparency.
The Scottish American Investment Company P.L.C.
51
Directors and
management
Lord Nicholas
Macpherson of
Earl’s Court, GCB
Chairman
Appointed 2016
Karyn Lamont, CA
Director
Appointed 2019
Lord Macpherson of Earl’s Court, GCB joined
theBoard in 2016 and was appointed Chairman
on5April 2022. He was Permanent Secretary
to theTreasury from 2005 to 2016, leading
the department through the global economic
and financial crisis. He is currently chairman of
CHoareand Co, a Visiting Professor at King’s
College, London and was anon‑executive director
ofBritish Land plc.
Karyn Lamont, CA joined the Board in 2019 and
became Chairman of the Audit Committee in 2020.
Karyn is a chartered accountant and former audit
partner at PricewaterhouseCoopers. Shehas over
25years’ experience providing audit and other
services to a range of clients across the UK’s
financial services sector, including a number of
investment trusts. Karyn is audit committee chairman
of The North American Income Trust plc, The
Scottish Building Society, Iomart Group and a trustee
of Golden Charter Trust. Shewas also a director of
Ediston Property Investment Company plc.
Directors
Dame Mariot Leslie
Director
Appointed 2019
Dame Mariot Leslie joined the Board in 2019.
Shewas a member of the Diplomatic Service
from1977 until her retirement in 2014. In the course
of her career she represented the UK overseas
in Singapore, Germany, France and Italy, ran the
FCO’sPolicy Planning Staff, and was a member
of the British Government’s Joint Intelligence
Committee. She was the British Ambassador
toNorway from 2002 to 2006 and the UK’s
Permanent Representative to NATO from 2010
to2014.
Governance report
Annual Report and Financial Statements 2025
52
Angus Macpherson
Director
Appointed 2025
Angus Macpherson was appointed to the Board in
September 2025. Angus is Chairman of Noble and
Company (UK) Limited, an independent boutique
Scottish corporate finance business. He has over
thirty‑five years of investment experience, and is an
experienced chairman and director of investment
trusts, serving on a number of Boards since 2010.
He is currently Chairman of Templeton Emerging
Markets Investment Trust plc, and a non‑executive
director of Schroder Japan Growth Fund plc and of
Hampden and Co plc.
Christine
Montgomery
Director
Appointed 2022
Christine Montgomery joined the Board in 2022.
She has over 30 years of investment management
experience, most recently as Head of Global Equities
for Australian Super in Melbourne from 2016 to
2019and previously held senior global equity
roles at Fidelity Worldwide Investments, Franklin
Templeton Investments and Aegon. Christine is
a non‑executive director of Dunedin Income and
Growth Investment Trust.
Padmesh Shukla joined the Board in February 2024.
He is the Chief Investment Officer of the Transport
For London (‘TFL’) Pension Fund, and has over
25years of investment experience, including
12years in his current role at TFL. He was formerly
head of Climate Change Financing at the London
Development Agency, and prior to that he had
worked at the World Bank, as a Researcher at
Harvard and in real estate. He is currently a member
of the Church of England Pensions
InvestmentCommittee.
Padmesh Shukla
Director
Appointed 2024
All Directors are members of the Nomination Committee and all Directors, with the
exception of Lord Macpherson of Earl’s Court, are members of the Audit Committee.
Lord Macpherson stepped down from the Audit Committee in July 2022.
The Scottish American Investment Company P.L.C.
53
Managers and secretaries
The Company has appointed Baillie Gifford & Co
Limited, a wholly owned subsidiary of Baillie Gifford
& Co, as its Alternative Investment Fund Manager
and Company Secretary. Baillie Gifford & Co Limited
has delegated investment management services to
Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub‑delegated to
BaillieGifford Overseas Limited and Baillie Gifford
Asia (Hong Kong) Limited. Baillie Gifford & Co is an
investment management firm formed in 1927 out of
the legal firm Baillie & Gifford, WS, which had been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust
managers in the UK and currently manages twelve
investment trusts. Baillie Gifford also manage a
listed investment company, unit trusts and open
ended investment companies, together with
investment portfolios on behalf of pension funds,
charities and other institutional clients, both in the
UK and overseas. Funds under the management or
advice of Baillie Gifford total around £193 billion
asat 16 February 2026. Based in Edinburgh,
itisoneof the leading privately owned investment
management firms in the UK, with 62 partners
andastaff of around 1,600.
SAINTS is managed by James Dow and Ross Mathison.
They work closely with the other specialist equity,
bond and multi‑asset class investors at Baillie Gifford
(see further information on the portfolio managers on
page14).
Baillie Gifford & Co and Baillie Gifford & Co Limited
are both authorised and regulated by the Financial
Conduct Authority.
Property manager
The Company, Baillie Gifford & Co Limited and OLIM
Property Limited, a specialist property manager,
have entered a tripartite agreement to appoint OLIM
Property Limited as property manager.
OLIM Property is an FCA regulated property
investment manager of UK commercial property
portfolios, with individual discretionary mandates
forpension funds, investment trusts and Oxford
colleges. OLIM Property is owner managed with a
dedicated and highly experienced team and has a
38year record of pioneering commercial property
investment expertise and consistent outperformance.
The first three client mandates in 1986 were for
Value and Income Trust PLC (now known as Value
and Indexed Property Income Trust PLC), an Oxford
College and a FTSE 100 Company’s Pension Fund.
Their office is based at 15 Queen Anne’s Gate in
Central London, adjacent to St James’s Park.
Matthew Oakeshott – chairman
Joint founder of OLIM where he managed UK
commercial property and equity portfolios from
1986to 2006 and purely commercial property since
then. S.G. Warburg & Co 1976, Director of Warburg
Investment Management 1978. Investment Manager
of Courtaulds Pension Fund 1981 to 1985. He led a
management buyout of OLIM Property in 2012.
Governance report
Annual Report and Financial Statements 2025
54
Louise Cleary – managing director
Qualified as a Member of the Royal Institution of
Chartered Surveyors in 1996. She has over 20 years’
experience of commercial property investment at
Hermes Real Estate Investment Management,
LandSecurities and Asda Property Holdings and
joined OLIM in 2009 and OLIM Property in 2012.
Sarah Martin – director
Qualified as a Member of the Royal Institution of
Chartered Surveyors in 2008. She has over 15 years’
experience at the Estates Gazette, JLL/King Sturge
and joined OLIM Property in 2019.
Jo West – investment analyst
Qualified as a Member of the Royal Institution of
Chartered Surveyors in 1992. She has 20 years
ofcommercial property valuation and investment
experience at Donaldsons, Gooch & Wagstaff,
CBREand British Land and joined OLIM Property
in2018.
The Scottish American Investment Company P.L.C.
55
The Directors present their
Report together with the
Financial Statements of
theCompany for the year
to 31December 2025.
Directors’
report
Corporate governance
The Corporate Governance Report is set out on
pages 60 to 67 and forms part of this Report.
Managers and Company Secretaries
Baillie Gifford & Co Limited, a wholly owned
subsidiary of Baillie Gifford & Co, has been
appointed as the Company’s Alternative Investment
Fund Manager (‘AIFM’) and Company Secretary.
Baillie Gifford & Co Limited has delegated
investment management services to Baillie Gifford
& Co. Dealing activity and transaction reporting
have been further sub‑delegated to Baillie
Gifford Overseas Limited and Baillie Gifford Asia
(HongKong) Limited. The management of the
property portfolio has been delegated to OLIM
Property Limited.
The Investment Management Agreement between
the AIFM and the Company sets out the matters
overwhich the Managers have authority in
accordance with the policies and directions of, and
subject to restrictions imposed by, the Board. The
Investment Management Agreement is terminable on
not less than six months’ notice. Compensation fees
would only be payable in respect of the notice period
if termination were to occur within a shorter notice
period. The annual management fee is 0.45% of the
first £500 million of total assets and 0.35% of the
remaining total assets, total assets being the value
of all assets held (excluding the property portfolio)
less all liabilities, other than any liability in the form
of debt intended for investment purposes, calculated
on a quarterly basis. The Board is of the view that
calculating the fee with reference to performance
would be unlikely to exert a positive influence
onperformance.
Governance report
Annual Report and Financial Statements 2025
56
The Property Management Agreement sets out
the matters over which OLIM Property Limited has
discretion and those matters which require Board
approval. The Property Management Agreement
is terminable on three months’ notice. The annual
fee is 0.5% of the value of the property portfolio,
subject to a minimum quarterly fee of £6,250.
Investment management
The Board considers the Company’s investment
management arrangements on an ongoing basis and
a formal review is conducted annually, most recently
in November 2025. The Board used an external
evaluation platform and considered, amongst others,
the following topics in its review:
• Baillie Gifford’s investment process and the results
achieved to date;
• the property management service provided by
OLIM Property Limited;
• Investment performance;
• The marketing efforts undertaken by Baillie
Gifford;
• The relationship with Baillie Gifford and OLIM; and
• Comparative peer group charges and fees.
Following this process the results were reviewed and
discussed by the Board. Investment processes were
found to be strong whilst the Board acknowledged
that short‑term performance has fallen behind
benchmark and remains a key focus of Board
discussions with Baillie Gifford. The Board’s
relationship with both Baillie Gifford and OLIM
remain strong and both the investment management
and property management fees remain competitive.
The one area in which the Board is looking for
an improvement over the next year is that we aim
to see increased marketing, making the case for
SAINTSspecifically.
At this review the Board concluded that the
continuing appointment of Baillie Gifford & Co
Limited as AIFM, and the delegation of investment
management services to Baillie Gifford & Co and
the further sub‑delegation of dealing activity and
transaction reporting to Baillie Gifford Overseas
Limited and Baillie Gifford Asia (Hong Kong) Limited
and the delegation of the management of the
property portfolio to OLIM Property Limited, on the
terms agreed, is in the interests of the Company and
shareholders as a whole.
Secretarial and administrative
The Board considers its company secretarial and
administrative needs separately from its investment
management arrangements and considers, amongst
others, the following:
• Timeliness and accuracy of information provided;
• A sense of working for the Company rather than
the Manager;
• Ability to manage issues between meetings;
• Direct and opportunity costs of an alternative;
The review process highlighted excellent reporting
to the Board by Baillie Gifford & Co Limited acting
as Company Secretary. As it would impose additional
costs on the Company to employ a third party
company secretary separate from the Investment
Managers and as the existing arrangements are
working well, the Board considers employing Baillie
Gifford & Co Limited as company secretary is in
the interests of the Company and shareholders as
awhole.
Depositary
In accordance with the UK Alternative Investment
Fund Managers (‘AIFM’) Regulations, the AIFM must
appoint a Depositary to the Company. TheBank
of New York Mellon (International) Limited has
been appointed as the Company’s Depositary. The
Depositary’s responsibilities include cash monitoring,
safe keeping of the Company’s financial instruments,
verifying ownership and maintaining a record of other
assets and monitoring the Company’s compliance
with investment limits and leverage requirements. The
custody function is also undertaken by The Bank of
New York Mellon (International) Limited.
Directors
Information about the Directors, including their
relevant experience, can be found on pages 51 to 52.
With the exception of the Chairman, all Directors
will retire at the Annual General Meeting and offer
themselves forre‑election. The Chairman has indicated
his intention to step down from the Board and is not
seeking re‑election at the Annual General Meeting.
Following formal performance evaluation, the Board
concluded that the performance of each of the
Directors continues to be effective and each remains
committed to the Company. Their contribution to the
Board is greatly valued and the Board recommends
their re‑election to shareholders.
The Scottish American Investment Company P.L.C.
57
Director indemnification and insurance
The Company has entered into qualifying third party
deeds of indemnity in favour of each of its Directors.
The deeds, which were in force during the year to
31December 2025 and up to the date of approval of
this Report, cover any liabilities that may arise to a
third party, other than the Company, for negligence,
default or breach of trust or duty. The Directors
are not indemnified in respect of liabilities to the
Company, any regulatory or criminal fines, any costs
incurred in connection with criminal proceedings in
which the Director is convicted or civil proceedings
brought by the Company in which judgement is given
against him/her. In addition, the indemnity does not
apply to any liability to the extent that it is recovered
from another person.
The Company maintains Directors’ and Officers’
Liability Insurance.
Conflicts of interest
Each Director submits a list of potential conflicts of
interest to the Nomination Committee on an annual
basis. The Committee considers these carefully,
taking into account the circumstances surrounding
them and makes a recommendation to the Board
on whether or not the potential conflicts should be
authorised. Board authorisation is for a period of
one year. Having considered the lists of potential
conflicts there were no situations which gave rise
to a direct or indirect interest of a Director which
conflicted with the interests of the Company.
Dividends
The Board recommends a final dividend of 4.595p
perordinary share which, together with the interim
dividends already paid, makes a total of 15.92p
forthe year. If approved, the recommended final
dividend on the ordinary shares will be paid on
24April 2026 to shareholders on the register at
theclose of business on 27 February 2026.
Theex‑dividend date is 26 February 2026.
The Company’s Registrar offers a Dividend
Reinvestment Plan (see page 111) and the final date
for the receipt of elections for reinvestment of this
dividend is 1 April 2026.
Share capital
Capital structure
The Company’s capital structure (excluding treasury
shares) consists of 163,886,374 ordinary shares of
25p each (2024–176,650,758 ordinary shares).
There are norestrictions concerning the holding or
transfer of the Company’s ordinary shares and there
are nospecial rights attaching to any of the shares.
Dividends
The ordinary shares carry a right to receive
dividends. Interim dividends are determined by the
Directors, whereas the proposed final dividend is
subject to shareholder approval.
Capital entitlement
On a winding up, after meeting the liabilities of the
Company, the surplus assets will be paid to ordinary
shareholders in proportion to their shareholdings.
Voting
Each ordinary shareholder present in person or by
proxy is entitled to one vote on a show of hands and,
on a poll, to one vote for every share held.
Information on the deadlines for proxy appointments
can be found on pages 107 to 109.
Major interests disclosed in the Company’s shares
Name
No. of ordinary
25p shares
notified as at
31 December
2025
% of
issue
1607 Capital Partners 8,660,798 5.3
Rathbones 8,170,533 5.0
Holdings above are stated as per the most recent
notification to a Regulatory Information Service.
There have been no changes to the major interests
in the Company’s shares disclosed between
31December 2025 and 16 February 2026.
Annual General Meeting
Share issuance authority
Resolution 12 in the Notice of Annual General
Meeting seeks to renew the Directors’ general
authority to issue shares up to an aggregate nominal
amount of £13,457,925.75. This amount represents
approximately 33% of the Company’s total ordinary
share capital in issue at 16February 2026, being the
latest practicable date prior to the publication of this
document, and meets institutional guidelines. No
issue of ordinary shares will be made pursuant to the
authorisation in Resolution 12 which would effectively
alter the control of the Company without the prior
approval ofshareholders in general meeting.
Governance report
Annual Report and Financial Statements 2025
58
Resolution 13, which is proposed as a special
resolution, seeks to renew the Directors’ authority
to issue shares or sell shares held in treasury on a
non pre‑emptive basis (i.e. without first offering such
shares to existing shareholders pro‑rata to their
existing holdings) for cash up to an aggregate nominal
amount of £4,078,159.25 (representing approximately
10% of the issued ordinary share capital of the
Company as at 16 February 2026, being the latest
practicable date prior to the publication of this
document). The authorities sought in Resolutions 12
and 13 will continue until the conclusion of the Annual
General Meeting to be held in 2027 or on the expiry of
15months from the passing of this resolution, ifearlier.
Such authorities will only be used to issue shares
orsell shares from treasury at, or at a premium to,
net asset value and only when the Directors believe
that it would be in the best interests of the Company
to do so.
See further in this regard under the heading
‘authority to issue shares at a discount to net asset
value (with borrowings valued at book)’ below.
During the year to 31 December 2025, no shares
were issued by the Company.
Authority to issue shares at a discount to
NetAssetValue (with borrowings valued at book)
As noted above, the Board believes that issuing
shares to meet unsatisfied demand in the
marketplace is generally in the best interests of the
Company. Shareholders are asked on an annual
basis to grant the Directors customary share
allotment and issuance authorities (see ‘share
issuance authorities’ above). In order to facilitate non
pre‑emptive share issuance, either of new ordinary
shares or of any shares which are held by the
Company in treasury. Even where such authorities
are in place, however, the UK Listing Rules prohibit
the issue of shares, whether new or from treasury,
for cash at a price below the net asset value per
share (‘NAV’) of the shares which are then in issue,
unless the new shares are first offered to existing
shareholders pro‑rata to their existing holdings.
As stated previously, the Board considers NAV
(assets less liabilities) on the basis of the Company’s
borrowings valued at their book value to be the
prudent measure when determining the price at
which to issue shares. It remains the Directors’ firm
intention only to issue shares at, or at a premium to,
NAV calculated on this measure. In order, though, to
guard against a technical breach of the UK Listing
Rules prohibition mentioned above, by virtue of an
inadvertent share issuance at a discount to NAV with
borrowings at book (due, for example, to challenges
in estimating intra‑day market movements), the Board
is again this year proposing an additional annual
resolution which, paradoxically, seeks to authorise the
Directors to issue shares at a discount to NAV at book.
Resolution 14 is being proposed, therefore, solely
for this technical purpose and specifically in the
context of the Directors’ continued intention only to
issue shares on a basis which protects or enhances
shareholder value.
Market purchase of own shares
The Company’s buy‑back authority was last renewed
at the AGM on 8 April 2025 in respect of 25,733,035
shares of 25p each (equivalent to 14.99% of
its then issued share capital). During the year to
31December 2025, 12,764,384 shares were bought
back at a cost of £65,369,000 and held in treasury
(2024 – 1,665,185 shares bought back at a cost of
£8,529,000). Between 1 January and 16 February
2026, the Company bought back 760,000 shares into
treasury at a cost of £3,955,000. 15,189,569 shares
were held in treasury as at 16February 2026.
The principal reasons for share buy‑backs are:
i. to enhance the net asset value for continuing
shareholders by purchasing shares at a discount
to the prevailing net asset value; and
ii. to address any imbalance between the supply
of and demand for SAINTS’ shares that results
in a discount of the quoted market price to the
published net asset value per share.
The Company may hold bought back shares in
treasury and then:
i. sell such shares (or any of them) for cash (or its
equivalent under the Companies Act 2006); or
ii. cancel the shares (or any of them).
Shares will only be re‑sold from treasury at a
premium to net asset value per ordinary share.
The Directors are seeking shareholders’ approval at
the Annual General Meeting to renew the authority
to make market purchases of up to 24,452,643
ordinary shares in issue (excluding treasury shares)
as at 16February 2026, being the latest practicable
date prior to the publication of this document or,
if less, the number representing approximately
14.99% of the Company’s ordinary shares in
issue at the date of passing of the resolution, such
authority to expire at the Annual General Meeting
of the Company to be held in 2027. Such purchases
will only be made through the market for cash at
prices below the most recently calculated net asset
value per ordinary share, which will result in an
increase in value of the remaining ordinary shares.
The Scottish American Investment Company P.L.C.
59
Anysuchsharespurchased shall either be held
in treasury or cancelled. In accordance with the
UK Listing Rules of the UK Listing Authority, the
maximum price (excluding expenses) that may be
paid on the exercise of the authority must not exceed
the higherof:
i. 5 per cent above the average closing price on the
London Stock Exchange of an ordinary share over
the five business days immediately preceding the
date of purchase; and
ii. an amount equal to 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 venue where the
purchase is carried out.
The minimum price (exclusive of expenses) that may
be paid will be 25p per share. Purchases of shares
will be made within guidelines established, from
time to time, by the Board. The Company does not
have any warrants or options in issue. Your attention
is drawn to Resolution 15 in the Notice of Annual
General Meeting.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting
of shareholders.
Financial instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances, borrowings
and debtors and creditors that arise directly from
its operations such as sales and purchases awaiting
settlement and accrued income. The financial risk
management objectives and policies arising from
its financial instruments and the exposure of the
Company to risk are disclosed in note 18 to the
Financial Statements on pages 97 to 103.
Disclosure of information to Auditor
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as
they are each aware, there is no relevant audit
information of which the Company’s Auditor is
unaware; and each Director has taken all the steps
that they ought to have taken as a Director to make
themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware
of that information.
Independent Auditor
The Auditor, Ernst & Young LLP, is willing to
continue in office and in accordance with
section489 and section 491(1) of the Companies Act
2006, resolutions concerning Ernst & Young LLP’s
reappointment and remuneration will be submitted
to the Annual General Meeting.
Post balance sheet events
The Directors confirm that there have been
no significant post balance sheet events up to
18February 2026 that require disclosure in the
Financial Statements.
Greenhouse gas emissions and
Streamlinedenergy and carbon
reporting(‘SECR’)
All of the Company’s activities are outsourced
to third parties. The Company therefore has no
greenhouse gas emissions to report from its
operations, nor does it have responsibility for
any other emissions producing sources under
the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013. For the same
reasons as set out above, the Company considers
itself to be a low energy user under the SECR
regulations and therefore is not required to disclose
energy and carbon information.
Bribery Act
The Company has a zero tolerance policy towards
bribery and is committed to carrying out business
fairly, honestly and openly. The Managers also adopt
a zero tolerance approach and have policies and
procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance
towards the criminal facilitation of tax evasion.
Recommendation
The Board unanimously recommends you to vote
in favour of the resolutions to be proposed at the
Annual General Meeting as, in its opinion, they are in
the best interests of the shareholders as a whole.
On behalf of the Board
Lord Macpherson of Earl’s Court
Chairman
18 February 2026
Governance report
Annual Report and Financial Statements 2025
60
Compliance
The Board confirms that the Company has complied
throughout the year under review with the relevant
provisions of the Code and the recommendations of
the AIC Code. The Code includes provisions relating
to the role of the chief executive, executive directors’
remuneration and the need for an internal audit
function. Given that the Company is an externally
managed investment trust, the Board considers
these provisions are not relevant to the Company
(the need for an internal audit function specific to
the Company has been addressed on page 69).
Details of the Board’s view on Directors who have
served on the Board for more than nine years can
be found under the Independence of Directors and
Policy on Chairman’s and Directors’ tenure sections
of this Report on pages 62 and 63.
The FRC has confirmed that AIC member companies
who report against the AIC Code will be meeting
their obligations in relation to the UK Code
(theAICCode can be found at theaic.co.uk).
The Board
The Board has overall responsibility for the
Company’s affairs. It has a number of matters
formally reserved for its approval including
strategy, investment policy, currency hedging,
gearing, treasury matters, dividend and corporate
governance policy. A separate meeting devoted to
strategy is held each year. The Board also reviews
the Financial Statements, investment transactions,
revenue budgets and investment performance of
the Company. Full and timely information is provided
to the Board to enable the Board to function
effectively and to allow Directors to discharge
theirresponsibilities.
Corporate
governance report
The Board is committed to
achieving and demonstrating
high standards of Corporate
governance. This statement
outlines how the principles
ofthe2024 UK Corporate
Governance Code (‘theCode’),
which can be found at frc.org.uk,
and the relevant principles of
the Association ofInvestment
Companies (‘AIC’) Code
of Corporate Governance
(‘AICCode’) issued in 2024 were
applied throughout the financial
year. The AIC Code provides a
framework of best practice for
investment companies and can
befound at theaic.co.uk.
The Scottish American Investment Company P.L.C.
61
Board of Directors
Comprises independent
non‑executiveDirectors
Chairman:
Lord Macpherson ofEarl’sCourt
Senior Independent Director:
Dame Mariot Leslie
Audit
Committee
Chairman: Karyn Lamont
Purpose
To provide oversight of:
– the financial reporting process;
– the audit process;
– the Company’s system of internal
controls; and
– compliance with laws and regulations.
Nomination
Committee
Chairman: Lord Macpherson of Earl’s Court
Purpose
To oversee:
– Board recruitment;
– succession planning; and
– Board appraisals including identifying
training needs.
Third‑party service providers
appointedbythe Board
Alternative Investment Fund Managers and Company Secretary:
Baillie Gifford & Co Limited (wholly owned
subsidiary of Baillie Gifford & Co)
Dealing activity and transaction reporting:
Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited
Property manager:
OLIM Property Limited
Ernst & Young LLP
Auditor
The Bank of
NewYorkMellon
(International) Limited
Depositary
Computershare
Investor Services
PLC
Registrar
Winterflood
InvestmentTrusts
Company Broker
Governance report
Annual Report and Financial Statements 2025
62
The Board currently comprises six Directors all
of whom are non‑executive. The Chairman is
responsible for organising the business of the
Board, ensuring its effectiveness and setting its
agenda. The executive responsibility for investment
management has been delegated to the Company’s
Alternative Investment Fund Manager (‘AIFM’), Baillie
Gifford & Co Limited, and, in the context of a Board
comprising entirely non‑executive Directors, there is
no chief executive officer. The Senior Independent
Director is Dame Mariot Leslie.
The Directors believe that the Board has a balance
of skills and experience which enables it to provide
effective strategic leadership and proper governance
of the Company. Information about the Directors,
including their relevant experience, can be found on
pages 51 and 52.
There is an agreed procedure for Directors to seek
independent professional advice if necessary at the
Company’s expense.
Appointments
The terms and conditions of Directors’ appointments
are set out in formal letters of appointment which are
available for inspection on request.
Under the provisions of the Company’s Articles of
Association, a Director appointed during the year is
required to retire and seek election by shareholders
at the next Annual General Meeting. The Board
has agreed that all the Directors will retire at each
Annual General Meeting and, if appropriate, offer
themselves for re‑election.
Independence of Directors
All Directors are considered by the Board to be
independent of the Managers and free of any
business or other relationship which could interfere
with the exercise of their independent judgement.
The Directors recognise the importance of
succession planning for company boards and review
the Board composition annually. The Board is of
the view that length of service will not necessarily
compromise the independence or contribution of
Directors of an investment trust company, where
continuity and experience can be a benefit to the
Board. The policy on Chairman’s and Directors’
tenure is on page 63.
Meetings
There is an annual cycle of Board meetings which
is designed to address, in a systematic way, overall
strategy, review of investment policy, investment
performance, marketing, revenue budgets, dividend
policy and communication with shareholders. The
Board considers that it meets sufficiently regularly
to discharge its duties effectively. The following
table shows the attendance record for the core
Board and Committee meetings held during the
year. The Annual General Meeting was attended by
allDirectors.
Directors’ attendance at meetings
Board
Audit
Committee
Nomination
Committee
Number of meetings 5 3 1
Lord Macpherson
ofEarl’sCourt*
5 3 1
Karyn Lamont 5 3 1
Angus Macpherson† 2 1 1
Christine Montgomery 5 3 1
Dame Mariot Leslie 5 3 1
Padmesh Shukla 5 3 1
* Lord Macpherson of Earl’s Court ceased to be a member of the Audit
Committee when he became Chairman of the Board on 5 April 2022 but
attends by invitation
†
Appointed a Director 1 September 2025
Nomination Committee
The Nomination Committee consists of the whole
Board due to the ongoing small size of the Board
and the Chairman of the Board is Chairman of the
Committee. The Committee meets on an annual
basis and at such other times as may be required.
The Committee has written terms of reference
which include reviewing the Board composition,
Board appraisal, succession planning, training
and identifying and nominating new candidates
for appointment to the Board. The Committee
also considers whether Directors should be
recommended for re‑election by shareholders.
TheCommittee is responsible for considering
Directors’ potential conflicts of interest and for
making recommendations to the Board on whether
or not any potential conflicts should be authorised.
The Scottish American Investment Company P.L.C.
63
During 2025, the Committee engaged an external
search consultancy, Odgers, to recruit a new
Director and Chairman designate to join the
Board. The appointment process was led by Dame
Mariot Leslie, the Senior Independent Director.
Angus Macpherson was identified as the preferred
candidate and it was announced on 26 August
2025 that he would be appointed to the Board on
1 September 2025. The Committee believes that
Mr Macpherson’s knowledge and experience will
be of great benefit to the Company. Odgers, which
has no other connection with the Company or
any of the Directors, was specifically tasked with
identifying candidates with the best range of skills
and experience to complement those of the existing
Directors, while also considering the promotion of
diversity on the Board as an integral part of the
recruitment process.
Diversity policy
Appointments to the Board are made on merit
and based on objective criteria, including the
promotion of diversity of gender, social and ethnic
backgrounds, and cognitive and personal strengths.
The priority in succession planning and appointing
new Directors is to identify candidates with the best
range of skills and experience to complement those
of the existing Directors, with a view to ensuring that
the Board remains well placed to help the Company
achieve its investment and governance objectives.
Board diversity
The following disclosures are provided in respect
of the UK Listing Rules targets that: i) 40% of a
board should be women; ii) at least one senior role
should be held by a woman; and iii) at least one
board member should be from a non‑white ethnic
background, as defined by the Office of National
Statistics (‘ONS’) criteria.
As an externally managed investment company with
no chief executive officer (CEO) or chief financial
officer (CFO), the roles which qualify as senior under
FCA guidance are Chair and Senior Independent
Director (SID). The Board also considers Audit
Committee Chairman to represent a senior role
within this context and this role is performed by
awoman.
At 31 December 2025, which shall be used
as the reference date for the disclosures, the
Board complies in all respects with the UK listing
Rulestargets.
Gender Number %
Senior
roles
Men 3 50 1
Women 3 50 1*
Prefer not to say – – –
* The Board also considers Audit Committee Chairman to be a senior role.
The role of Audit Committee Chairman is currently held by a woman.
Ethnic background Number %
Senior
roles
White 5 83 2*
Asian/Asian British 1 17 –
Prefer not to say – – –
* The Board also considers Audit Committee Chairman to be a senior role.
The current Audit Committee Chairman’s ethnic background is white.
Policy on Chairman’s and Directors’ tenure
The Board of SAINTS considers that the tenure
ofitsChairman and Directors should be driven by
how shareholders’ interests can best be served and,
in particular, in a way which prioritises the effective
functioning of the Board. It notes that as well as the
effectiveness and independence of the Chairman
and Directors, the ongoing balance, experience and
diversity of the whole Board are relevant factors.
Whilst it recognises the need for regular Board
refreshment, the Board also believes that continuity
is vitally important. Consequently, the Board firmly
believes it is helpful at any given time to have some
longer serving members on the Board.
The Committee’s terms of reference are available
on request from the Company and from the SAINTS’
page on the Managers’ website: saints-it.com.
Governance report
Annual Report and Financial Statements 2025
64
Performance evaluation
The Board undertakes an annual evaluation of
its effectiveness, including the performance of
the Chairman, each Director, and of the Board as
a whole and its Committees. During the year to
31 December 2025 the Board carried out a more
rigorous appraisal using an external evaluation
platform. The Chairman and each Director completed
a performance evaluation questionnaire and each
Director had an interview with the Chairman. The
appraisal of the Chairman was led by Dame Mariot
Leslie. The appraisals and evaluations considered,
amongst other criteria:
• the balance of skills of the Board,
• training and development requirements,
• the contribution of individual Directors, and
• and the overall effectiveness of the Board and
itsCommittees.
Following this process the results were reviewed
and discussed by the Board and it was concluded
that there was a diverse range of skills within the
Board, and the performance of each Director, the
Chairman, the Board and its Committees continues
to be effective and the Directors remain committed
to the Company. A review of the Chairman’s and
other Directors’ commitments was carried out and
the Nomination Committee is satisfied that they are
capable of devoting sufficient time to the Company.
There were no significant changes to the Chairman’s
other commitments during the year.
The UK Corporate Governance Code provides that
FTSE 350 companies should have an externally
facilitated Board performance review at least every
three years. An external review of the Board was
due in the period, the last review being carried out
during the year ended 31 December 2022. However,
the Board decided not to undertake such a review
in the year in light of the planned retirement of
the Chairman at the Company’s AGM on 17April
2026 and the appointment of Angus Macpherson
as Chairman thereafter. The Board considered it
would be more effective for the externally facilitated
review to be commissioned and overseen by the
incoming Chairman, ensuring that its scope and
recommendations are aligned with the Board’s
leadership transition and future priorities.
The Board therefore intends to commission an
externally facilitated performance review ahead of
the Nomination Committee meeting scheduled for
November 2026 and will disclose the identity of
the external reviewer and the principal findings and
actions arising from the review in the Company’s
next annual report.
Induction and training
New Directors are provided with an induction
programme which is tailored to theparticular
circumstances of the appointee. Briefings were
provided during the year on regulatory matters.
Directors receive other relevant training as necessary.
Remuneration Committee
As all the Directors are non‑executive, there is
no requirement for a separate Remuneration
Committee. Directors’ fees are considered by
the Board as a whole within the limits approved
by shareholders. The Company’s policy on
remuneration is set out in the Directors’
Remuneration report on page71.
Management Engagement Committee
The Directors have considered that a separate
Management Engagement Committee is not required
given the small size of the Board.
Audit Committee
The report of the Audit Committee is set out on
pages 68 to 70.
Internal controls and risk management
The Directors acknowledge their responsibility
for the Company’s risk management and
internal controls systems and for reviewing their
effectiveness, including with regard to preparation
of the Company’s Annual Report and Financial
Statements. These systems are designed to manage
rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable
but not absolute assurance against material
misstatement or loss.
The Scottish American Investment Company P.L.C.
65
The Board confirms that there is a continuing
process for identifying, evaluating and managing
the significant risks faced by the Company in
accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related
Financial and Business Reporting’.
The practical measures to be taken in relation to
the design, implementation and maintenance of
control policies and procedures to safeguard the
Company’s assets and to manage its affairs properly,
including the maintenance of effective operational
and compliance controls have been delegated to the
Managers and Secretaries.
The Board oversees the functions delegated to
the Managers and Secretaries and the controls
managed by the AIFM in accordance with the UK
Alternative Investment Fund Managers Regulations
(as detailed below). Baillie Gifford & Co’s Internal
Audit and Compliance Departments and the
AIFM’s permanent risk function provide the Audit
Committee with regular reports on their monitoring
programmes, including their review of the controls
reports of the Registrar, Computershare, the
property administrator, Workman, and the their
review of the controls at the Property Manager,
OLIM. The reporting procedures for these
departments are defined and formalised within
a service level agreement. Baillie Gifford & Co
conducts an annual review of its system of internal
controls which is documented within an internal
controls report which complies with ISAE 3402 –
Assurance Reports on Internal Controls of Service
Organisations made available to Third Parties. This
report is independently reviewed by Baillie Gifford
& Co’s Auditor and a copy is submitted to the
AuditCommittee.
A report identifying the material risks faced by the
Company and the key controls employed to manage
these risks is reviewed by the Audit Committee.
These procedures ensure that consideration is given
regularly to the nature and extent of risks facing the
Company and that they are being actively monitored.
Where changes in risk have been identified during
the year they also provide a mechanism to assess
whether further action is required to manage
theserisks.
The Directors confirm that they have reviewed the
effectiveness of the Company’s risk management
and internal controls systems which accord with
the FRC ‘Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting’, and they have procedures in place
to review their effectiveness on a regular basis.
Nosignificant weaknesses were identified in the year
under review and at 31 December 2025 the control
procedures were operating effectively.
The Board confirms that these procedures have
been in place throughout the Company’s financial
year and continue to be in place up to the date of
approval of this report.
During the year the Audit Committee considered
the changes required by the new AIC Corporate
Governance Code, published 2024. Within the
new Code, Provision 34, effective for accounting
periods starting on or after 1 January 2026, requires
boards to monitor and, at least annually, review the
effectiveness of the company’s risk management
and internal control framework. The monitoring and
review should cover all material controls including
financial, operational, reporting and compliance.
Boards are required to report on that review in
their annual report providing; a description of
how the board has monitored and reviewed the
effectiveness of the framework, a declaration of the
material controls as at the balance sheet date, and
description of any material controls not operating
effectively as at the balance sheet date and action
taken to improve them.
In preparation for reporting against Provision 34,
the Audit Committee carried out a review of the
Company’s risk matrix and principal risks and
have agreed a timeline with the Managers and
Secretaries to develop an appropriate process
for the identification of material controls, how
assurance will be obtained and the evidence to
support the Board’s attestation in this regard in the
2026 Annual Report and Financial Statements. As
noted above, effective risk management and internal
control systems were in place during the year under
review and Provision 34 is expected to result in
changes to disclosures in the Annual Report and
Financial Statements rather than an overhaul of risk
management and internalcontrols.
Governance report
Annual Report and Financial Statements 2025
66
To comply with the UK Alternative Investment Fund
Managers Regulations, The Bank of New York
Mellon (International) Limited act as the Company’s
Depositary and Baillie Gifford & Co Limited as
itsAIFM.
The Depositary’s responsibilities include cash
monitoring, safe keeping of the Company’s financial
instruments, verifying ownership and maintaining a
record of other assets and monitoring the Company’s
compliance with investment limits and leverage
requirements. The Depositary is liable for the loss of
financial instruments held in custody. The Depositary
will ensure that any delegate segregates the assets
of the Company. The Company’s Depositary also
acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards
which are independently reviewed by its appointed
auditors, KPMG LLP. The reports are reviewed by
Baillie Gifford’s Business Risk Department and a
summary of the key points is reported to the Audit
Committee and any concerns are investigated.
The Depositary provides the Audit Committee with
areport on its monitoring activities.
The AIFM has established a permanent risk
management function to ensure that effective
risk management policies and procedures are in
place and to monitor compliance with risk limits.
TheAIFMhas a risk management policy which
covers the risks associated with the management of
the portfolio, and the adequacy and effectiveness
of this policy is reviewed and approved at least
annually. This review includes the risk management
processes and systems and limits for each risk area.
The risk limits, which are set by the AIFM and
approved by the Board, take into account the
objectives, strategy and risk profile of the portfolio.
These limits including leverage (see page 112) are
monitored and the sensitivity of the portfolio to key
risks is undertaken periodically as appropriate to
ascertain the impact of changes in key variables
in the portfolio. Exceptions from limits monitoring
and stress testing undertaken by Baillie Gifford’s
Business Risk Department are escalated to the AIFM
and reported to the Board along with any remedial
measures being taken.
Going concern
In accordance with The Financial Reporting Council’s
guidance on going concern and liquidity risk, the
Directors have undertaken a rigorous review of the
Company’s ability to continue as a going concern.
An explanation of the Company’s principal and
emerging risks and how they are managed is
contained on pages 41 to 45 and in note 18 to the
Financial Statements. The Board has, in particular,
considered heightened geopolitical tensions and
conflicts and macroeconomic concerns, including
inflation rates remaining above central bank targets
and correspondingly elevated interest rate, alongside
specific leverage and liquidity stress testing, but
does not believe the Company’s going concern
status is adversely affected. The Company’s assets,
the majority of which are investments in quoted
securities which are readily realisable, exceed its
liabilities significantly. All borrowings require the
prior approval of the Board. Gearing levels and
compliance with borrowing covenants and ‘fall‑to‑
breach’ levels are reviewed by the Board on a regular
basis. The Company has no short term borrowings.
The Company has continued to comply with the
investment trust status requirements of section 1158
of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) Regulations 2011.
Accordingly, the Financial Statements have been
prepared on the going concern basis as it is the
Directors’ opinion, having assessed the principal
and emerging risks and other matters, as set out
in the viability statement on page 46 and revenue
estimates prepared to 31 December 2027, that the
Company will continue in operational existence for
the assessed period to 18 February 2027, which
is at 12 months from the date of approval of these
Financial Statements.
Relations with shareholders
The Board places great importance on communication
with shareholders. The Managers meet regularly with
shareholders and their representatives and report
shareholders’ views to the Board. The Chairman is
available to meet with shareholders as appropriate.
Shareholders wishing to communicate with any
members of the Board may do so by writing to them
at the Company’s registered office or through the
Company’s broker, Winterflood (see contact details on
page121).
The Company’s Annual General Meeting provides
a forum for communication with all shareholders.
The level of proxies lodged for each resolution
is announced at the meeting and published
at saints-it.com subsequent to the meeting.
The Scottish American Investment Company P.L.C.
67
Thenoticeperiod for the Annual General Meeting
is at least twenty working days. Shareholders
and potential investors may obtain up‑to‑date
information on the Company at saints-it.com.
Corporate governance and stewardship
The Company has given discretionary voting powers
to Baillie Gifford & Co. The Managers vote against
resolutions they consider may damage shareholders’
rights or economic interests and report their actions
to the Board.
The Company believes that it is in the shareholders’
interests to consider environmental, social and
governance (‘ESG’) factors when selecting and
retaining investments and have asked the Managers
to take these issues into account as long as the
investment objectives are not compromised.
TheManagers do not exclude companies from
their investment universe purely on the grounds
of ESGfactors but adopt a positive engagement
approach whereby matters are discussed with
management with the aim of improving the relevant
policies and management systems and enabling
the Managers to consider how ESG factors could
impact long term investment returns. The Managers’
statement of compliance with the UK Stewardship
Code can be found on the Managers’ website at
bailliegifford.com. The Managers’ policy has been
reviewed and endorsed by the Board.
Baillie Gifford & Co, the Managers, has considered
the Sustainable Finance Disclosures Regulation
(‘SFDR’) and further details can be found on
page113.
The Managers, Baillie Gifford & Co, are signatories
to the United Nations Principles for Responsible
Investment and are also members of the
International Corporate Governance Network.
Climate change
The Board recognises that climate change poses a
serious threat to our environment, our society and
to economies and companies around the globe.
Addressing the underlying causes is likely to result
in companies that are high emitters of carbon facing
greater societal and regulatory scrutiny and higher
costs to account for the true environmental impact
of their activities. The Manager has engaged an
external provider to map the carbon footprint of the
equity portfolio using the information to prioritise
engagement and understand what higher emitting
companies are doing to manage climate risk better.
The Managers utilise data sourced from a third party
provider, MSCI, to map the carbon footprint of The
Scottish American Investment Company’s equity
portfolio which is estimated to be 6 7. 6 % lower than
the Company’s benchmark (FTSE All‑World Index in
sterling terms) and is based on 96.9% of the value
of the Company’s equity portfolio which reports
on carbon emissions and other carbon related
characteristics. Carbon intensity measures the
carbon efficiency of the portfolio per unit of output
and assesses the portfolio’s exposure to carbon‑
intensive companies.
In evaluating property investments, OLIM,
theproperty manager, reviews environmental
and flood risk reports, surveys of sustainable
transport links, energy performance certificates
and proactively encourages green initiatives such
as installing electric vehicle charging points,
solar panels or other upgrades to improve energy
performance ratings. The provision of property
valuations is carried out by Savills and CBRE,
external valuers, and environmental and flooding
risk considerations are taken into account when
arrivingat the property valuations.
Baillie Gifford’s Task Force on Climate‑Related
Financial Disclosures (‘TCFD’) Climate Report
isavailable on the Managers’ website at
bailliegifford.com. A Company specific TCFD
climate report is also available on the Company’s
page of the Managers’ website at saints-it.com.
The Managers, Baillie Gifford & Co, are signatories
to the Carbon Disclosure Project.
On behalf of the Board
Lord Macpherson of Earl’s Court
18 February 2026
Governance report
Annual Report and Financial Statements 2025
68
The Audit Committee consists of
all independent Directors for the
year to 31 December 2025 with
the exception of the Chairman
of the Board, Lord Macpherson
of Earl’s Court, who stepped
down from the Audit Committee
in April 2022. The members of
the Committee consider that
they have the requisite financial
skills and experience to fulfil the
responsibilities of the Committee.
Ms Lamont, the Chairman of
the Committee, is a Chartered
Accountant. The Committee’s
authority and duties are clearly
defined within its written terms
ofreference which are available
at saints-it.com. The terms of
reference are reviewed annually.
Audit
Committee report
The Committee’s effectiveness is reviewed on an
annual basis as part of the Board’s performance
evaluation process.
At least once a year the Committee meets with
theexternal Auditor without any representative of
the Manager being present.
Main activities of the Committee
The Committee met three times during the year.
Ernst & Young LLP, the external Auditor, attended
the Interim Accounts meeting in July 2025 and the
Final Accounts meeting in February 2026. Baillie
Gifford & Co’s Internal Audit and Compliance
Departments and the AIFM’s permanent risk function
provided reports on their monitoring programmes
for these meetings. At a meeting in December 2025
the Committee reviewed the Company’s risks and
internal controls.
The matters considered, monitored and reviewed
by the Committee during the course of the year
included the following:
• The preliminary results announcement and the
Annual and Interim Reports;
• The Company’s accounting policies and practices;
• The regulatory changes impacting the Company;
• The fairness, balance and understandability of
the Annual Report and Financial Statements and
whether it provided the information necessary
for shareholders to assess the Company’s
performance, business model and strategy;
• The effectiveness of the Company’s internal
control environment;
• Re‑appoinment, remuneration and engagement
letter of the external Auditor;
• Whether the audit services contract should be put
out to tender;
• The policy on the engagement of the external
Auditor to supply non‑audit services;
The Scottish American Investment Company P.L.C.
69
• The independence, objectivity and effectiveness
of the external Auditor;
• The need for the Company to have its own internal
audit function;
• Internal controls reports received from the
Managers and other service providers; and
• The arrangements in place within Baillie Gifford
& Co whereby their staff may, in confidence, raise
concerns about possible improprieties in matters
of financial reporting or other matters.
Internal audit
The Committee continues to believe that the
compliance and internal controls systems and the
internal audit function in place within the Investment
Managers provide sufficient assurance that a
sound system of internal control which safeguards
shareholders’ investment and the Company’s assets
is maintained. An internal audit function, specific to
the Company is therefore considered unnecessary.
Financial reporting
The Committee considers that the most significant
issue likely to affect the Financial Statements is
the valuation of the property investments which
represent 9.3% of total assets. Other key issues
are the existence and legal title of the property as
well as the valuation, existence and legal title of
the equity and bond investments which represent
90.5% of total assets.
The majority of the investments are in quoted
securities and market prices are readily available
from independent external pricing sources.
TheCommittee reviewed the Managers’ Report on
Internal Controls which details the controls in place
regarding recording and pricing of investments,
thereconciliation of investment holdings to
third party data and the accurate recording of
investmentincome.
The properties are externally valued by professionally
qualified independent valuers biannually, on a fair
value, open market basis. SAINTS’ property portfolio
has been valued biannually by Savills since 2014.
Best‑practice guidance suggests valuer rotation
every ten years for regulated purpose valuations.
New rules introduced by RICS (the Royal Institution
of Chartered Surveyors) in 2024, which apply at the
individual asset level, make valuer rotation mandatory.
They introduce a time limit of five years for a lead
responsible valuer, a limit of 10years for the valuation
firm, and a three‑year break after a valuer rotates off
an engagement. To comply with the rules, the Board
engaged CBRE to value the majority of the portfolio,
with Savills continuing to value those properties
where CBRE is barred under the three‑year break
rule, until the three‑year period has been met. The
Committee review the property valuations by CBRE
and Savills twice a year.
The Committee considered the factors, including
heightened geopolitical tensions, that might affect
the Company’s viability over a period of five years
and its ability to continue as a going concern for
at least twelve months from the date of signing
of the Financial Statements, together with the
reports from the Managers on the cash position
and cash flow projections of the Company, the
liquidity of the investment portfolio, compliance
with debt covenants and the Company’s ability to
meet its obligations as they fall due. The Committee
also reviewed the viability statement on page
46
and the statement on going concern on page
66
including the impact of increasing geopolitical
tensions. Following this assessment, the Committee
recommended to the Board the appropriateness of
the going concern basis in preparing the Financial
Statements and confirmed the accuracy of the
viability statement and statement on going concern.
The Managers and Auditor confirmed to the Committee
that they were not aware of anymaterial misstatements
in the context of the Financial Statements as a whole
and that the Financial Statements are in accordance
with applicable law and accounting standards.
Governance report
Annual Report and Financial Statements 2025
70
Internal controls and risk management
The Committee reviewed the effectiveness of the
Company’s risk management and internal controls
systems as described on pages 64 to 66. No
significant weaknesses were identified in the year
under review.
External Auditor
To fulfil its responsibility regarding the independence
of the external Auditor, the Committee reviewed:
• The audit plan for the current year;
• A report from the Auditor describing
theirarrangements to manage auditor
independence and received confirmation
oftheirindependence; and
• The proposed audit fee and the extent of non‑audit
services provided by the external Auditor. For
the year to 31 December 2025 the audit fee was
£85,750 and there were no non‑audit fees.
To assess the effectiveness of the external Auditor,
the Committee reviewed and considered:
• The Auditor’s fulfilment of the agreed audit plan;
• Feedback from the Secretaries on the
performance of the audit team;
• The Audit Quality Inspection Report from
theFRC;and
• Detailed discussion with audit personnel to
challenge audit processes and deliverables.
To fulfil its responsibility for the oversight of the
external audit process, the Committee considered
and reviewed:
• The Auditor’s engagement letter;
• The Auditor’s proposed audit strategy;
• The audit fee; and
• A report from the Auditor on the conclusion
oftheaudit.
The audit partner responsible for the audit will be
rotated at least every five years in accordance with
professional and regulatory standards in order to
protect independence and objectivity and to provide
fresh challenge to the business. 2025 will be the
fourth year Ms Caroline Mercer, the current partner,
has held this role and she will continue as audit
partner until the conclusion of the 2026 audit.
Ernst & Young LLP has confirmed that it
believesthat it is independent within the meaning
of regulatory and professional requirements and
that the objectivity of the audit partner and staff
isnotimpaired.
Having carried out the review described above,
theCommittee is satisfied that the Auditor remains
independent and effective for the purposes of this
year’s audit.
There are no contractual obligations restricting the
Committee’s choice of external Auditor.
Accountability and audit
The respective responsibilities of the Directors
and the Auditor in connection with the Financial
Statements are set out on pages 75 to 83.
On behalf of the Board
Karyn Lamont
Audit Committee Chairman
18 February 2026
The Scottish American Investment Company P.L.C.
71
Directors’
remuneration report
Statement by the Chairman
The Directors’ Remuneration Policy is subject to
shareholder approval every three years or sooner if an
alteration to the policy is proposed. As the Remuneration
Policy was last approved by shareholders at the Annual
General Meeting in April 2023, shareholders’ approval of
the policy will be sought at the Annual General Meeting to
be held on 17 April 2026.
The Board reviewed the level of fees during the year and
determined that, as fees were last increased on 1January
2023, it was appropriate to increase fees for the coming
year. With effect from 1 January 2026 Directors’ fees
will increase from £28,000 to £31,000, the fee for the
Chairman of the Board will increase from £46,000 to
£47,000, and the additional fee for the Chairman of the
Audit Committee will increase from £6,000 to £7,000. The
increases in the Directors’ fees reflect the Board’s policy
to determine the level of Director’s remuneration having
regards to the time commitments, increased risks and
responsibilities of the role and the amounts payable to
non‑executive Directors in the industry generally in order
to ensure that remuneration levels do not deter candidates
from applying for potential positions on the Board. To that
end independent research on the fee levels of Directors
of peer group companies, as well as industry norms, has
been considered.
Directors’ remuneration policy
The Board is composed wholly of non‑executive Directors,
none of whom has a service contract with the Company.
There is no separate remuneration committee and the
Board as a whole considers changes to Directors’ fees
from time to time.
This report has been prepared in
accordance with the requirements
of the Companies Act 2006.
Governance report
Annual Report and Financial Statements 2025
72
The Board’s policy is that the remuneration of Directors should be set at a reasonable level that is
commensurate with the duties and responsibilities of the role and consistent with the requirement to attract
and retain Directors of the appropriate quality and experience. The Board believes that the fees paid to
the Directors should reflect the experience of the Board as a whole, be fair and should take account of the
level of fees paid by comparable investment trusts. Baillie Gifford & Co Limited, the Company Secretaries,
provides comparative information when the Board considers the level of Directors’ fees. Any views
expressed by shareholders on the fees being paid to Directors will be taken into consideration by the Board
when reviewing the Board’s policy on remuneration. Non‑executive Directors are not eligible for any other
remuneration or benefits apart from the reimbursement of allowable expenses. There are no performance
conditions relating to Directors’ fees and there are no long term incentive schemes or pension schemes. No
compensation is payable on loss of office.
Limits on Directors’ remuneration
The fees for the Directors are payable monthly in arrears and are determined within the limits set out in the
Company’s Articles of Association. The aggregate limit of Directors’ fees is currently set at £250,000 per
annum. Any change to this limit requires shareholder approval.
The basic and additional fees payable to Directors in respect of the year ended 31 December 2025 and the fees
payable in respect of the year ending 31 December 2026 are set out in the table below. The fees payable to the
Directors in the subsequent financial periods will be determined following an annual review of the Directors’ fees.
Expected fees for the year ending
31 December 2026
£
Fees for the year ended
31 December 2025
£
Non‑executive Director fee 31,000 28,000
Additional fee for Chairman 16,000 18,000
Additional fee for Chairman of the Audit Committee 7,000 6,000
Annual report on remuneration
An ordinary resolution for the approval of this report will be put to the members at the forthcoming Annual
General Meeting.
The law requires the Company’s Auditor to audit certain of the disclosures provided in this report. Where
disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in their report
on pages 77 to 83.
Directors’ remuneration for the year (audited)
The Directors who served during the year received the following remuneration in the form of fees and
taxable benefits. This represents the entire remuneration paid to the Directors.
Name
2025
Fees
£
2025
Taxable
benefits*
£
2025
Total
£
2024
Fees
£
2024
Taxable
benefits*
£
2024
Total
£
Lord Macpherson of Earl's Court (Chairman) 46,000 3,783 49,783 46,000 1,659 47,659
Bronwyn Curtis (retired 4 April 2024) – – – 7,424 1,514 8,938
Karyn Lamont 34,000 1,805 35,805 34,000 120 34,120
Angus Macpherson (appointed 1 September 2025) 9,333 782 10,115 n/a n/a n/a
Dame Mariot Leslie 28,000 1,425 29,425 28,000 574 28,574
Christine Montgomery 28,000 1,597 29,597 28,000 1,681 29,681
Padmesh Shukla (appointed 20 February 2024) 28,000 1,167 29,167 24,195 963 25,158
173,333 10,559 183,892 167,619 6,511 174,130
* Comprises travel and subsistence expenses incurred by Directors in the course of travel to attend Board and Committee meetings.
The Scottish American Investment Company P.L.C.
73
Annual percentage change in Directors’ remuneration
This represents the annual percentage change in the entire remuneration paid to the Directors.
Name
% from
2024 to
2025
% from
2023 to
2024
% from
2022 to
2023
% from
2021 to
2022
% from
2020 to
2021
Lord Macpherson of Earl's Court (Chairman) 4.5 (1.6) 22.1 56.1 (0.7)
Bronwyn Curtis (retired 4 April 2024) n/a (71.4) 12.8 8.7 (1.4)
Karyn Lamont 4.9 0.4 13.3 – 8.3
Angus Macpherson (appointed 1 September 2025) n/a n/a n/a n/a n/a
Dame Mariot Leslie 3.0 (1.5) 16.1 – –
Christine Montgomery (0.3) 5.0 51.3 n/a n/a
Padmesh Shukla (appointed 20 February 2024) 15.9 n/a n/a n/a n/a
Peter Moon (retired 5 April 2022) n/a n/a n/a (70.8) 0.2
The Directors at the year end, and their interests in the
Company at 31 December are shown in the following
table. There have been no changes intimated in the
Directors’ interests up to 16February 2026.
Directors’ interests (audited)
Name
Nature
of interest
Ordinary 25p
shares held at
31 December
2025
Ordinary 25p
shares held at
31 December
2024
Lord Macpherson
of Earl's Court
(Chairman)
Beneficial 129,300 125,000
Karyn Lamont Beneficial 2,000 2,000
Angus Macpherson
(appointed
1September 2025)
Beneficial 20,000 n/a
Christine
Montgomery
Beneficial 15,000 15,000
Dame Mariot Leslie Beneficial 10,000 10,000
Padmesh Shukla
(appointed
20February 2024)
Beneficial
2,001 2,001
Under the Articles of Association, each Director is required to hold at least
2,000 shares in the Company.
Statement of voting at Annual General Meeting
At the last Annual General Meeting, of the
proxy votes received in respect of the Directors’
Remuneration Report, 9 7. 8 % were in favour, 1.8%
were against and votes withheld were 0.4%. At the
last Annual General Meeting at which the Directors’
Remuneration Policy was considered (April 2023),
96.9% were in favour, 2.5% against and votes
withheld were 0.6%.
Relative importance of spend on pay
The table below shows the actual expenditure during
the year in relation to Directors’ remuneration and
distributions to shareholders.
2025
£’000
2024
£’000
Change
%
Directors’ remuneration 184 174 5.7
Dividends paid
toshareholders
26,397 25,834 2.2
Governance report
Annual Report and Financial Statements 2025
74
Company performance
The following graph compares the total return
(assuming all dividends are reinvested) to ordinary
shareholders compared to the total shareholder
return on a notional investment made up of shares
in the component parts of the FTSE All‑Share Index.
This index was chosen for comparison purposes, as
it is a widely used measure of performance for UK
listed companies. It also shows the total returns of
the FTSE All‑World Index (in sterling terms), which is
the Company’s benchmark.
Performance graph
Cumulative to 31 December
20252015 2017 2020 2022 20242016 20192018 2021 2023
● SAINTS share price
Source: LSEG and relevant underlying index providers.
See disclaimer on page 112.
All figures are total returns (see glossary of terms and alternative
performance measures on pages 118 to 120).
● Benchmark* ●
FTSE All-Share
100
350
150
300
250
200
* The Company’s benchmark is the FTSE All‑World Index (in sterling terms).
Past performance is not a guide to future performance.
Approval
The Directors’ Remuneration Report on pages 71
to 74 was approved by the Board of Directors and
signed on its behalf on 18 February 2026.
Lord Macpherson of Earl’s Court
Chairman
The Scottish American Investment Company P.L.C.
75
general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities. Under applicable law and regulations, the
Directors are also responsible for preparing a Strategic
report, Directors’ report, Directors’ remuneration report
and Corporate governance statement that complies
with that law and those regulations.
The Directors have delegated responsibility to
the Managers for the maintenance and integrity
of the Company’s page on the Managers’
website. Legislation in the United Kingdom
governing the preparation and dissemination of
FinancialStatements may differ from legislation
inotherjurisdictions.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
• the Financial Statements, which have been prepared
in accordance with applicable law and United
Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice) including
FRS 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’, give a
true and fair viewof the assets, liabilities, financial
position andprofit or loss of the Company;
• the Strategic Report includes a fair review of
thedevelopment and performance of the business
and the position of the issuer, togetherwith a
description of the principal risksand uncertainties
that the issuer and business faces;and
• the Annual Report and Financial Statements taken
as a whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position
and performance, businessmodel and strategy.
On behalf of the Board
Lord Macpherson of Earl’s Court
18 February 2026
The Directors are responsible for preparing the
Annual Report, and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law they are required to prepare the Financial
Statements in accordance with United Kingdom
Accounting Standards including FRS 102 ‘The
Financial Reporting Standard applicable in the UK and
Republic of Ireland’.
Under company law the Directors must not approve
the Financial Statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for
that year. In preparing these Financial Statements,
the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
• state whether applicable United Kingdom
Accounting Standards have been followed,
subjectto any material departures disclosed
andexplained in the Financial Statements;
• assess the Company’s ability to continue as
agoing concern, disclosing as applicable,
mattersrelated to going concern; and
• use the going concern basis of accounting unless
they either intend to liquidate the Company or to
cease operations, or have no realistic alternative
but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
Financial Statements comply with the Companies Act
2006. They are responsible for such internal control as
they determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and have
Statement of Directors’
responsibilities
in respect of the Annual Report and the Financial Statements
Notes
The following notes relate to financial statements published on a website and are not included in the printed version of the Annual
Report and Financial Statements:
• The maintenance and integrity of the Baillie Gifford & Co website is the responsibility of Baillie Gifford & Co; the work carried out by
the auditors does not involve consideration of these matters and accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were initially presented on the website.
• Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
Financial
report
The Financial Statements for the
year to 31 December 2025 are
set out on pages 77 to 103 have
been prepared in accordance with
FRS102 ‘The Financial Reporting
Standard applicable in the UK
andRepublic of Ireland’.
The Scottish American Investment Company P.L.C.
77
Independent
auditor’sreport
to the members of Scottish American Investment Company P.L.C.
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with
theserequirements.
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
• Confirming our understanding of the Company’s
going concern assessment process by engaging
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
theirassessment.
• Inspecting the Directors’ assessment of going
concern, including the revenue forecast, for the
period to 18 February 2027 which is at least twelve
months from the date the financial statements
are authorised for issue. In preparing the revenue
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 current economic environment,
as applied to the revenue forecast and the liquidity
assessment of the investments. We considered
the appropriateness of the methods used to
calculate the revenue forecast and the liquidity
assessment and determined, through testing of the
methodology and calculations, that the methods,
inputs and assumptions utilised were appropriate to
be able to make an assessment for the Company.
Opinion
We have audited the financial statements of The
Scottish American Investment Company P.L.C.
(“the Company”) for the year ended 31 December
2025 which comprise of the Income Statement, the
Balance Sheet, the Statement of Changes in Equity,
the Cash Flow Statement and the related Notes 1 to
22, including a summary of significant accounting
policies. The financial reporting framework that
has been applied in their preparation is applicable
law and United Kingdom Accounting Standards
including FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs
as at 31 December 2025 and of its profit for the
year then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; 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 public
Financial report
Annual Report and Financial Statements 2025
78
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, the potential impact
of climate change 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 with input from our
valuation specialists in auditing the investment
property valuations.
Climate change
Stakeholders are increasingly interested in how
climate change will impact companies. The Company
has determined that the most significant future
impacts from climate change on its operations will
be from Environmental, Social and Governance
matters in investee companies and environmental
factors such as flood risk potentially impacting the
attractiveness and valuation of investment property.
This could lead to the Company’s own shares being
less attractive to investors, adversely affecting its
own share price. This is explained on pages 41 to 45
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
materiallymisstated.
Our audit effort in considering the impact of climate
change on the financial statements was focused
on the adequacy of the Company’s disclosures in
the financial statements as set out in Note 1 and
concluded that there was no further impact of climate
change to be taken into account as the quoted
investments are valued based on market pricing
as required by FRS 102. Investment properties are
valued by an independent valuer in accordance with
RICS Valuation Standards. The valuation standards
require sustainability, including physical risks such as
flooding, to be assessed for fair value implications.
We also challenged the Directors’ considerations of
climate change risks in their assessment of going
concern and viability and associated disclosures.
• Assessing the risk of breaching the debt covenants
as a result of a reduction in the value of the
Company’s portfolio. We independently calculated
the Company’s compliance with debt covenants
and we performed reverse stress testing in
order to identify what factors would lead to the
Company breaching the financial covenants. We
considered the mitigating factors included in the
covenant calculations that are within the control
oftheCompany.
• Reviewing the Company’s assessment of the
liquidity of investments held and evaluated the
Company’s ability to sell those investments in
order to cover working capital requirements should
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.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Company’s
ability to continue as a going concern for a period
to 18February 2027, which is at least 12 months
from when the financial statements are authorised
forissue.
In relation to the Company’s ‘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
ofaccounting.
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
goingconcern.
Overview of our audit approach
Key audit
matters
• Risk of incomplete or inaccurate revenue
recognition
• Risk of incorrect valuation or ownership of the
investment portfolio
Materiality • Overall materiality of £8.79m which represents
1% of shareholders’ funds.
The Scottish American Investment Company P.L.C.
79
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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
Incomplete or inaccurate revenue
recognition
(as described on page 69 in the
Audit Committee Report and as per
the accounting policy set out on
page88).
The total revenue for the year to
31December 2025 was £32.71m
(2024: £32.39m), being £25.89m
dividend income (2024: £25.57m),
£0.80m bond income (2024: £1.06m),
£5.67m rental income (2024:
£5.54m) and £0.35m (2024: £0.22m)
other income.
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise
proper income entitlements
or to apply an appropriate
accountingtreatment.
Additionally, in accordance with the
AIC SORP, special dividends received
by the Company can be included in
either the revenue or capital columns
of the Income Statement depending
on the commercial circumstances
behind the payments.
We have obtained an understanding of Baillie Gifford’s processes
and controls surrounding revenue recognition by performing
walkthrough procedures.
For all interest and dividends received and accrued, we
recalculated the income by multiplying the investment holdings
at the coupon or ex‑dividend date, traced from the accounting
records, by the coupon rate or dividend per share, which was
agreed to an independent data vendor. We also agreed all
exchange rates to an independent data vendor and agreed a
sample of income received to the bank statements.
For all dividends accrued at the year end, we reviewed the
investee company announcement to assess whether the dividend
entitlements arose prior to 31 December 2025 and agreed the
subsequent cash receipts to post‑year end bank statements
where received.
To test completeness of recorded income, we verified that the
interest and expected dividends for each investee company held
during the year had been recorded as income with reference
to investee company announcements obtained from an
independent data vendor.
For rental income, we verified all rental rates to lease
agreements, recalculated all the rental amount and agreed rental
receipts to bank statements. Where applicable, we recalculated
amounts recorded as prepayments in advance. We have
calculated the rent‑free receivables and have agreed these to the
receivables reconciliation.
We tested that all the expected rent receipts had been recorded
with reference to executed lease agreements of property held
within the period to ensure completeness.
For all investments held during the year, we inspected the type
of dividends paid with reference to an external data vendor
to identify those which were special dividends. The Company
received seven special dividends of which none exceeded
our testing threshold. We assessed the appropriateness of
management’s classification for a sample of one special
dividend as revenue by reviewing the underlying rationale of
thedistribution.
The results of
our procedures
identified no material
misstatement in
relation to incomplete
or inaccurate revenue
recognition.
Financial report
Annual Report and Financial Statements 2025
80
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Incorrect valuation or ownership of the
investment portfolio
(as described on page 69 in the
Audit Committee Report and as per
the accounting policy set out on
page88).
The valuation of the investment
portfolio as at 31 December 2025
was £970.22m (2024: £1,043.80m)
consisting of quoted investments
with an aggregate value of £879.87m
(2024: £948.35m), and investment
property with an aggregate value of
£90.35m (2024: £95.45m).
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 investment pricing, or
a failure to maintain proper legal title to
the investments held by the Company
could have a significant impact on
the portfolio valuation and the return
generated for shareholders.
The fair value of quoted investments is
determined by reference to bid value or
the last traded price depending on the
convention of the exchange on which
the investment is quoted.
Investments in property are held at
fair value. Fair value of the property
investments is estimated by an
independent professional valuer (Savills
and CBRE) on an open market basis.
The valuation of the property
investments, and the resultant impact
on the unrealised gains/(losses), is
the area requiring the most significant
judgment and estimation in the
preparation of the financial statements.
We obtained an understanding of Baillie Gifford’s and OLIM’s
processes and controls surrounding legal title, investment pricing
and unrealised gains and losses by performing walkthrough
procedures.
Listed equity and bond portfolio (‘the quoted investments’)
procedures
For all quoted investments in the portfolio, we have compared
the market prices and exchange rates applied to an independent
pricing vendor and recalculated the investment valuations as at
the year end.
We have inspected the stale pricing reports produced by Baillie
Gifford to identify prices that have not changed within one
business day and verified whether the quoted price is a fair value
through review of trading activity.
Investment Property procedures
We agreed the value of all the properties in the investment
portfolio held at the year end to the open market valuations
included in the valuation report provided by Savills and CBRE
(“the property valuers”).
We agreed the inputs used by the property valuers in the
valuations to source data.
We engaged our property valuation specialist team to undertake
a review of the valuations for a sample of 6 investment properties
including the calculation of a reasonable valuation range. This
review included the following procedures:
• Reviewed and challenged the assumptions used by the
property valuers in undertaking their valuation and an
assessment of the valuation methodology adopted.
• Undertook discussions with the property valuers which
included an overview of the properties’ characteristics
including the covenant strength of the tenants, occupancy and
rent cover.
The audit team reviewed and challenged the valuation movements
on the remaining 4 investment properties with reference to the
applicable regional and sectoral real estate index.
We recalculated the unrealised gains/(losses) on all investment
properties as at the year‑end using the book‑cost reconciliation
and reviewed the fair value hierarchy disclosure.
For all purchases and sales of property investments we obtained
supporting documents including purchase agreements from
OLIM Property Limited (‘the Investment Property Manager’) and
have agreed these to the purchase cost or sales proceeds per the
accounting records and to the bank statements. We compared
the sale price to the last valuation produced by the property
valuers and challenged any material differences.
We have tested the ownership by comparing the Company’s
investment holdings at 31 December 2025 to an independent
confirmation received directly from the Company’s Custodian
or solicitor, testing any reconciling items to supporting
documentation.
The results of
our procedures
identified no material
misstatement in
relation to the risk of
incorrect valuation
or ownership of the
investment portfolio.
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.
The Scottish American Investment Company P.L.C.
81
We determined materiality for the Company to be
£8.79m (2024: £9.52m), which is 1% (2024: 1%) of
shareholders’ funds. We believe that shareholders’
funds provides us with a 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% (2024: 75%) of our planning
materiality, namely £6.59m (2024: £7.15m). 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
anduncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have
applied a separate testing threshold for the revenue
column of the Income Statement of £1.48m (2024:
£1.46m), being our reporting threshold.
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 £0.44m (2024: £0.47m), 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’ reports 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
Financial report
Annual Report and Financial Statements 2025
82
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 UK 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 66;
• 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 page 46;
• 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 46;
• Directors’ statement on fair, balanced and
understandable set out on page 75;
• Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on pages 41 to 45;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 64 to
66; and;
• The section describing the work of the audit
committee set out on pages 68 to 70.
Responsibilities of the Directors
As explained more fully in the Directors’
responsibilities statement set out on page 75, 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
orerror.
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
andmanagement.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to
the Company and determined that the most
significant are United Kingdom Generally
Accepted Accounting Practice, the Companies
Act 2006, the Association of Investment
The Scottish American Investment Company P.L.C.
83
Companies Code of Corporate Governance, The
Association of Investment Companies Statement
of Recommended Practice, the UK Listing Rules,
the UK Corporate Governance Code, Section
1158 of the Corporation Tax Act 2010 and The
Companies (Miscellaneous Reporting) Regulations
2018.
• We understood how the Company is complying
with those frameworks through discussions with
the Audit Committee and Company Secretary and
review of Audit Committee meeting papers and
Board minutes.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by testing specific
accounting journal entries and considering the
key risks impacting the financial statements. We
identified a fraud risk with respect to the incorrect
valuation of investment properties and the
resulting impact on unrealised gains and losses.
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 by
the Manager with respect to the application of the
documented policies and procedures and review
of the financial statements to ensure compliance
with the reporting requirements of 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.
Thisdescription 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
1 April 2022 to audit the financial statements for
the year ending 31 December 2022 and subsequent
financial periods.
The period of total uninterrupted engagement
including previous renewals and reappointments
is 4years, covering the years ending 31 December
2022 to 31 December 2025.
• 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 Chapter3
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.
Caroline Mercer (Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Edinburgh
18 February 2026
Financial report
Annual Report and Financial Statements 2025
84
For the year ended 31 December 2025 (with comparatives as at 31 December 2024)
Notes
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Gains/(losses) on investments –
securities
9 – (2,552) (2,552) – 28,654 28,654
Gains/(losses) on investments –
property
9 – (1,976) (1,976) – 1,887 1,887
Currency gains/(losses) 14 – 258 258 – (26) (26)
Income 2 32,714 – 32,714 32,387 – 32,387
Gross return 32,714 (4,270) 28,444 32,387 30,515 62,902
Management fees 3 (1,035) (3,105) (4,140) (1,091) (3,271) (4,362)
Other administrative expenses 4 (1,424) – (1,424) (1,349) – (1,349)
Net return before finance costs
andtaxation
30,255 (7,375) 22,880 29,947 27,244 57,191
Finance costs of borrowings 5 (711) (2,133) (2,844) (711) (2,134) (2,845)
Net return on ordinary
activities before taxation
29,544 (9,508) 20,036 29,236 25,110 54,346
Tax on ordinary activities
6
(3,222) 885 (2,337) (3,414) 940 (2,474)
Net return on ordinary
activities after taxation
26,322 (8,623) 17,699 25,822 26,050 51,872
Net return per ordinary share 7 15.65p (5.13p) 10.52p 14.50p 14.62p 29.12p
A final dividend for the year of 4.595p is proposed (2024 – 4.175p), making a total dividend for the year of
15.92p (2024 – 14.875p). More information on dividend distributions can be found in note 8 on page 92.
The total column of the Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns are
prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
A Statement of comprehensive income is not required as there is no other comprehensive income.
The accompanying notes on pages 88 to 103 are an integral part of the Financial Statements.
Income
statement
The Scottish American Investment Company P.L.C.
85
As at 31 December 2025 (with comparatives as at 31 December 2024)
Notes
2025
£’000
2025
£’000
2024
£’000
2024
£’000
Fixed assets
Investments – securities 9 879,868 948,345
Investments – property 9 90,350 95,450
970,218 1,043,795
Current assets
Debtors 10 4,584 4,474
Cash and cash equivalents 18 3,521 2,818
8,105 7,292
Creditors
Amounts falling due within one year 11 (4,941) (3,652)
Net current assets 3,164 3,640
Total assets less current liabilities 973,382 1,047,435
Creditors
Amounts falling due after more than one year 12 (94,756) (94,742)
Net assets 878,626 952,693
Capital and reserves
Share capital 13 44,579 44,579
Share premium account 14 186,100 186,100
Capital redemption reserve 14 22,781 22,781
Capital reserve 14 608,421 682,413
Revenue reserve 14 16,745 16,820
Shareholders’ funds 878,626 952,693
Net asset value per ordinary share* 15 536.1p 539.3p
The Financial Statements of The Scottish American Investment Company P.L.C. (company registration number
SC000489) were approved and authorised for issue by the Board and were signed on 18 February 2026.
Lord Macpherson of Earl’s Court
Chairman
The accompanying notes on pages 88 to 103 are an integral part of the Financial Statements.
* See glossary of terms and alternative performance measures on pages 118 to 120.
Balance
sheet
Financial report
Annual Report and Financial Statements 2025
86
For the year ended 31 December 2025
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 January 2025 44,579 186,100 22,781 682,413 16,820 952,693
Shares bought back into treasury 13 – – – (65,369) – (65,369)
Net return on ordinary activities
aftertaxation
7 – – – (8,623) 26,322 17,699
Dividends paid in the year 8 – – – – (26,397) (26,397)
Shareholders’ funds at 31 December 2025 44,579 186,100 22,781 608,421 16,745 878,626
For the year ended 31 December 2024
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 January 2024 44,579 186,100 22,781 664,892 16,832 935,184
Shares bought back into treasury 13 – – – (8,529) – (8,529)
Net return on ordinary activities after
taxation
7 – – – 26,050 25,822 51,872
Dividends paid in the year 8 – – – – (25,834) (25,834)
Shareholders’ funds at 31 December 2024 44,579 186,100 22,781 682,413 16,820 952,693
The accompanying notes on pages 88 to 103 are an integral part of the Financial Statements.
Statement of
changes in equity
The Scottish American Investment Company P.L.C.
87
The accompanying notes on pages 88 to 103 are an integral part of the Financial Statements.
For the year ended 31 December 2025 (with comparatives as at 31 December 2024)
Notes
2025
£’000
2025
£’000
2024
£’000
2024
£’000
Net return on ordinary activities before taxation 20,036 54,346
Adjustments to reconcile company profit before tax to net cash flow from operating activities
Net (gains)/losses on investments – securities 2,552 (28,654)
Net (gains)/losses on investments – property 1,976 (1,887)
Currency (gains)/losses (258) 26
Finance costs of borrowings 2,844 2,845
Other capital movements
Changes in debtors 464 (1,001)
Change in creditors (128) 620
Other non‑cash changes 9
63
Taxation
Overseas withholding tax (2,406) (2,398)
Cash from operations 25,089 23,960
Interest paid (2,831) (2,845)
Net cash inflow/(outflow) from operating activities 22,258 21,115
Cash flows from investing activities
Acquisitions of investments – securities (126,852) (128,263)
Acquisitions of investments – property (9,972) (32,867)
Disposals of investments – securities 192,250 163,969
Disposals of investments – property 13,096 5,654
Net cash inflow/(outflow) from investing activities 68,522 8,493
Cash flows from financing activities
Equity dividends (26,397) (25,834)
Shares bought back 13 (63,938) (8,270)
Net cash inflow/(outflow) from financing activities (90,335) (34,104)
Increase/(decrease) in cash and cash equivalents 445 (4,496)
Exchange movements 258 (26)
Cash and cash equivalents at start of year 17 2,818 7,340
Cash and cash equivalents at end of year 17 3,521 2,818
Cash flow
statement
Financial report
Annual Report and Financial Statements 2025
88
01 Principal accounting policies
The Financial Statements for the year to 31 December
2025 have been prepared in accordance with FRS 102
‘The Financial Reporting Standard applicable in the UK
and Republic of Ireland’ and on the basis of the accounting
policies set out below which are unchanged from the prior
year and have been applied consistently.
a. Basis of accounting
All of the Company’s operations are of a continuing nature
and the Financial Statements are prepared on a going
concern basis under the historical cost convention, modified
to include the fair value of fixed asset investments at fair
value through profit or loss, and on the assumption that
approval as an investment trust under section 1158 of
the Corporation Tax Act 2010 and the Investment Trust
(Approved Company) (Tax) Regulations 2011 will be retained.
The Board has, in particular, considered heightened
geopolitical tensions and conflicts and macroeconomic
concerns, including increased inflation and interest rates,
but does not believe the Company’s going concern status is
affected. The Company’s assets, the majority of which are
investments in quoted securities which are readily realisable,
exceed its liabilities significantly.
All borrowings require the prior approval of the Board.
Gearing levels and compliance with borrowing covenants
are reviewed by the Board on a regular basis. The Company
has continued to comply with the investment trust status
requirements of section 1158 of the Corporation Tax Act
2010 and the Investment Trust (Approved Company) (Tax)
Regulations 2011. Accordingly, the Financial Statements
have been prepared on the going concern basis as it is
the Directors’ opinion having assessed the principal and
emerging risks set out in the viability statement on page
46 which assesses the prospects of the Company over
a period of five years, that the Company will continue in
operational existence until 18 February 2027, which is for a
period of at least twelve months from the date of approval
of these Financial Statements.
The Financial Statements have been prepared in
accordance with the Companies Act 2006, applicable
United Kingdom accounting standards and with the
AIC’s Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and
Venture Capital Trusts’ issued in November 2014 and
updated in July 2022 with consequential amendments.
Inorder to reflect better the activities of the Company
and in accordance with guidance issued by the AIC,
supplementary information which analyses the profit
and loss account between items of a revenue and capital
nature has been presented in the Income statement.
The Directors have determined the Company’s functional
currency to be sterling as the Company’s shareholders
are predominantly based in the UK and the Company
and its investment manager, who are subject to the UK’s
regulatory environment, are also UK based.
Financial assets and financial liabilities are recognised in
the Company’s Balance sheet when it becomes a party to
the contractual provisions of the instrument.
The Company has only one material segment being that
of an investment trust company investing in a portfolio of
long term investments.
b. Investments
Purchases and sales of investments in securities are
accounted for on a trade date basis. Purchases and
sales of investments in property are accounted for on a
completion date basis.
Investments in securities are classified as held at fair
value through profit and loss upon initial recognition.
The fair value of listed security investments traded on
an active market is bid value or, in the case of holdings
on certain recognised overseas exchanges, last traded
prices. The fair value of other listed security investments
uses valuation techniques, determined by the Directors,
based upon latest dealing prices, stockbroker valuations,
net asset values and other information, as appropriate.
Changes in the fair value of investments in securities and
gains and losses on disposal are recognised as capital
items in the Income statement.
Investments in property are initially measured at cost,
being consideration plus transaction costs. After initial
recognition, properties are measured at fair value.
Changes in fair value and gains and losses on disposal are
recognised as capital items in the Income statement. The
fair value of the property investments held at the year end
has been estimated by independent professional valuers in
accordance with the RICS appraisal and valuation manual.
In preparing these Financial Statements the Directors
have considered the impact of climate change risk as a
principal risk as set out on page 43. In line with FRS 102
investments are valued at fair value, being primarily quoted
prices for investments in active markets at the Balance
sheet date, and therefore reflect market participants view
of climate change risk. Investment property is valued by
an independent valuer in accordance with RICS Valuation
Standards. The valuation standards require sustainability,
including physical risk such as flooding, to be assessed for
fair value implications.
c. Cash and cash equivalents
Cash includes cash in hand and deposits repayable on
demand. Deposits are repayable on demand if they can be
withdrawn at any time without notice and without penalty
or if they have a maturity or period of notice of not more
than one working day.
d. Income
i. Income from equity investments is brought into account
on the date on which the investments are quoted ex‑
dividend or, where no ex‑dividend date is quoted, when
the Company’s right to receive payment is established.
Notes to the
Financial Statements
The Scottish American Investment Company P.L.C.
89
ii. Income from debt securities is recognised on an effective
interest rate basis. Where income returns are for a
non‑fixed amount, the impact of these returns on the
effective interest rate is recognised once such returns
are known. If it is not probable that a return will be
received, its recognition is deferred until that doubt is
removed.
iii. Unfranked investment income includes the taxes
deducted at source.
iv. Interest receivable on deposits is recognised on an
accruals basis.
v. If scrip is taken in lieu of dividends in cash, the net
amount of the cash dividend declared is credited to the
revenue account. Any excess in the value of the shares
received over the amount of the cash dividend foregone
is recognised as capital.
vi. Rental income, excluding VAT, arising on investment
properties, is accounted for on a straight line basis over
the lease term.
e. Expenses
All expenses are accounted for on an accruals basis and
include irrecoverable VAT where applicable. Expenses are
charged through the revenue account except as follows:
i. where they relate directly to the acquisition or disposal
of an investment, in which case they are recognised as
capital; and
ii. where they are connected with the maintenance or
enhancement of the value of investments. In this
respect investment and property management fees
are allocated 25% to revenue and 75% to capital, in
line with the Board’s expectation of returns from the
Company’s investments over the long term in the form
of revenue and capital respectively.
f. Long term borrowings and finance costs
Long term borrowings are carried in the Balance sheet at
amortised cost, representing the cumulative amount of
net proceeds on issue plus accrued finance costs. The
finance costs of such borrowings are allocated 25%
to revenue and 75% to capital, in line with the Board’s
expectation of returns from the Company’s investments
over the long term in the form of revenue and capital
respectively. Finance costs include the difference between
the repayable value on maturity and the proceeds
received on issue and costs of issuance which are written
off on an effective interest rate basis over the life of the
borrowings. Gains and losses on the repurchase or early
settlement of debt is wholly charged to capital.
g. Taxation
The tax effect of different items of income and expenditure
is allocated between revenue and capital on the same basis
as the particular item to which it relates, under the marginal
method, using the Company’s effective tax rate for the
accounting period. Deferred taxation is provided on all
timing differences, calculated at the current tax rate
relevant to the benefit or liability. Deferred tax assets are
recognised only to the extent that it will be more likely than
not that there will be taxable profits from which underlying
timing differences can be deducted.
h. Foreign currencies
Transactions involving foreign currencies are converted
at the rate ruling at the time of the transaction. Monetary
assets and liabilities and fixed asset investment in foreign
currencies are translated at the closing rates of exchange
at the Balance sheet date. Any gain or loss arising from
a change in exchange rate subsequent to the date of the
transaction is included as an exchange gain or loss in the
Income statement as capital or revenue as appropriate.
i. Capital reserve
Gains and losses on disposal of investments, changes in
fair value of investments held, exchange differences of a
capital nature and the amounts by which other financial
assets and liabilities valued at fair value differ from their
book value are dealt with in this reserve. Purchases of the
Company’s own shares and issuance proceeds are both
recognised in this reserve. 75% of management fees
and finance costs are allocated to the capital reserve in
accordance with the Company’s objective of combining
capital and income growth.
j. Significant estimates and judgements
The preparation of the Financial Statements requires
the use of estimates and judgements that affect the
reported amounts of assets and liabilities at the reporting
date. However, uncertainty about those estimates and
judgements could result in an actual outcome which may
differ from these estimates.
The Directors believe that the most significant estimation
and uncertainty relates to the valuation of the property
portfolio. External, independent professional valuers who
hold a recognised and relevant professional qualification
and have recent experience in the location and class
of the investment property being valued, are used to
determine the property fair values which are based on
recent, comparable market transactions on an arm’s length
basis. Calculation of the fair value of property involves
some inputs that must be estimated and are sometimes
unobservable and based on the valuer’s judgement. The
key inputs requiring estimation and judgement are:
i. Estimated Realisable Value (“ERV”): the independent
valuer’s assessment of the rental income that could be
achieved in the open market for the investment property;
ii. yield: the anticipated rate of return from rental income; and
iii. expected rental growth: the independent valuer’s
assessment of the likely rental income that will be
achievable in the open market in future periods.
Other factors including the condition and location of the
property, rental yields within the market and the length
and value of rental agreements in place, are considered.
If there is space please make this the start of a new
paragraph. As valuation outcomes may differ from the
fair value estimates a sensitivity analysis is provided in
Property sensitivity analysis in Note 19 on pages 102 to
103 to illustrate the effect on the Financial Statements of
an over or under estimation of fair values.
k. Leases
The properties held by the Company met the definition
of investment property. Leases for which the Company
is a lessor are classified as finance or operating leases.
Whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are classified
as operating leases. All the properties are leased out under
operating leases. Where lease incentives or temporary rent
reductions have been granted these are recognised on a
straight‑line basis over the expected term of the lease.
Financial report
Annual Report and Financial Statements 2025
90
02 Income
2025
£’000
2024
£’000
Income from investments
UK dividends 3,282 2,402
Overseas dividends 22,609 23,168
Overseas interest 803 1,058
26,694 26,628
Other income
Deposit interest 97 180
Rental income 5,671
5,542
Other income 252 37
6,020 5,759
Total income 32,714 32,387
Total income comprises:
Dividends from financial assets classified at fair value through profit or loss 25,891 25,570
Interest from financial assets designated at fair value through profit or loss 803 1,058
Interest from financial assets not at fair value through profit or loss 97 180
Other income not from financial assets 5,923 5,579
32,714 32,387
03 Management fees
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Investment management fee 920 2,761 3,681 973 2,918 3,891
Property management fee 115 344 459 118 353 471
1,035 3,105 4,140 1,091 3,271 4,362
Details of the Investment Management Agreement and Property Management Agreement are disclosed on page 55. Baillie Gifford
& Co Limited’s annual management fee is 0.45% of the first £500 million of total assets and 0.35% of the remaining total assets,
total assets being the value of all assets held (excluding the property portfolio) less all liabilities, other than any liability in the form
of debt intended for investment purposes, calculated on a quarterly basis. No secretarial fee is payable. OLIM Property Limited
receives an annual property management fee of 0.5% of the value of the property portfolio, subject to a minimum quarterly fee
of£6,250.
The Scottish American Investment Company P.L.C.
91
04 Other administrative expenses – all charged to revenue
2025
£’000
2024
£’000
General administrative expenses 540 478
Marketing* 399 390
Custodian/depositary fees 182 188
Auditor’s remuneration – statutory audit of Company’s Annual Financial Statements 86 83
Directors’ fees (see Directors’ remuneration report on page 72) 173 168
Registrar fees 44 42
1,424 1,349
* The Company is part of a marketing programme which includes all the Investment Trusts managed by the Manager. The marketing strategy has an
ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy is borne in partnership by the Company and
the Manager. The Manager matches the Company’s marketing contribution and provides the resource to manage and run the programme.
05 Finance costs of borrowings
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Financial liabilities at amortisedcost:
Loan notes interest (see note 12) 711 2,133 2,844 711 2,134 2,845
06 Tax on ordinary activities
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
UK corporation tax 913 (913) – 977 (977) –
Overseas taxation 2,337 – 2,337 2,474 – 2,474
Double taxation relief (28) 28 – (37) 37 –
3,222 (885) 2,337 3,414 (940) 2,474
2025
£’000
2024
£’000
The tax charge for the year is lower than the standard rate of corporation tax in the UK of 25%
(2024 – 25%)
The differences are explained below:
Net return on ordinary activities before taxation 20,033 54,346
Net return on ordinary activities before taxation multiplied by the standard rate of corporation tax
in the UK of 25% (2024 – 25%)
5,008 13,587
Capital returns not taxable 1,068 (7,629)
Income not taxable (6,472) (6,302)
Taxable loss not utilised 396 344
Overseas tax 2,337 2,474
Total tax charge for the year 2,337 2,474
Financial report
Annual Report and Financial Statements 2025
92
06 Tax on ordinary activities (continued)
As at 31 December 2025 the Company had surplus management expenses and losses on non‑trading loan relationships of
£44,629,000 (2024 – £42,932,000). No deferred tax asset has been recognised in respect of these amounts because the
Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future
period and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing
surplusexpenses.
Due to the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain
approval 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 investments.
07 Net return per ordinary share
2025
Revenue
2025
Capital
2025
Total
2024
Revenue
2024
Capital
2024
Total
Net return per ordinary share 15.65p (5.13p) 10.52p 14.50p 14.62p 29.12p
Revenue return per ordinary share is based on the net revenue on ordinary activities after taxation of £26,322,000
(2024–£25,822,000) and on 168,163,933 (2024 – 178,117,932) ordinary shares of 25p, being the weighted average number of
ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital loss for the financial year of £8,623,000 (2024 – net capital gain of
£26,050,000), and on 168,163,933 (2024 – 178,117,932) ordinary shares, being the weighted average number of ordinary shares
in issue during the year.
There are no dilutive or potentially dilutive shares in issue.
08 Ordinary dividends
2025 2024 2025
£’000
2024
£’000
Amounts recognised as distributions in the year:
Previous year’s final (paid 11 April 2025) 4.175p 3.80p 7,265 6,776
First interim (paid 19 June 2025) 3.625p 3.45p 6,215 6,152
Second interim (paid 18 September 2025) 3.750p 3.55p 6,361 6,330
Third interim (paid 11 December 2025) 3.950p 3.70p 6,556 6,576
15.500p 14.50p 26,397 25,834
We also set out below the total dividends paid and proposed in respect of the financial year, which is the basis on which the
requirements of section 1158 of the Corporation Tax Act 2010 are considered. The revenue available for distribution out of current
year profits by way of dividend for the year is £26,322,000 (2024 – £25,822,000).
2025 2024 2025
£’000
2024
£’000
Dividends paid and payable in respect of the year:
First interim (paid 19 June 2025) 3.63p 3.45p 6,215 6,152
Second interim (paid 18 September 2025) 3.750p
3.55p
6,361 6,330
Third interim (paid 11 December 2025) 3.950p 3.70p 6,556 6,576
Current year’s proposed final dividend (payable 24 April 2026) 4.595p 4.175p 7,531 7, 3 75
15.920p 14.875p 26,663 26,433
The Scottish American Investment Company P.L.C.
93
09 Investments
As at 31 December 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Securities
Listed equities 863,699 – – 863,699
Bonds – 16,169 – 16,169
Property
Freehold – – 90,350 90,350
Total financial asset investments 863,699 16,169 90,350 970,218
As at 31 December 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Securities
Listed equities 937,287 – – 937,287
Bonds – 11,058 – 11,058
Property
Freehold – – 95,450 95,450
Total financial asset investments 937,287 11,058 95,450 1,043,795
Investments in securities and property are financial assets held at fair value through profit or loss on initial recognition. In
accordance with FRS102 the tables above provide an analysis of these investments based on the fair value hierarchy described
below which reflects the reliability and significance of the information used to measure their fair value.
Fair value hierarchy
The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the
lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement
forthe individual investment in its entirety as follows:
Level 1 – using unadjusted quoted prices for identical instruments in an active market;
Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market
data such as quoted prices for similar instruments in active markets, broker quoted prices, or yield curves); and
Level 3 – using inputs that are unobservable (for which market data is unavailable).
Equities
£’000
Bonds
£’000
Property
£’000
2025
Total
£’000
2024
Total
£’000
Cost of investments at start of year 634,994 12,328 83,389 730,711 682,619
Investment holding gains/(losses) atstart of year 302,293 (1,270) 12,061 313,084 339,191
Value of investments at start of year 937,287 11,058 95,450 1,043,795 1,021,810
Analysis of transactions during the year:
Purchases at cost 118,978 7,874 9,972 136,824 161,130
Sales proceeds received (189,327) (3,428) (13,096) (205,851) (169,623)
Amortisation of fixed income book cost – (22) – (22) (63)
Gains/(losses) on investments (3,239) 687 (1,976) (4,528) 30,541
Value of investments at end of year 863,699 16,169 90,350 970,218 1,043,795
Cost of investments at end of year 621,239 15,902 79,534 716,675 730,711
Investment holding gains/(losses) at end of year 242,460 267 10,816 253,543 313,084
Value of investments at end of year 863,699 16,169 90,350 970,218 1,043,795
Financial report
Annual Report and Financial Statements 2025
94
09 Investments (continued)
The company received £205,851,000 (2024 – £169,623,000) from investments sold in the year. The book cost of these
investments when they were purchased was £150,839,000 (2024 – £112,975,000). 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.
Transaction costs of £651,000 (2024 – £1,773,000) and £178,000 (2024 – £200,000) were suffered on purchases and sales in
the year respectively.
The properties were valued on an open market basis by CBRE and Savills as at 31 December 2025.
2025
£’000
2024
£’000
Gains/(losses) on investments
Securities:
Gains/(losses) on sales 55,744 54,800
Changes in investment holding gains/(losses) (58,296) (26,146)
(2,552) 28,654
Property:
Gains/(losses) on sales (731) 1,848
Changes in investment holding gains/(losses) (1,245) 39
(1,976) 1,887
(4,528) 30,541
10 Debtors
2025
£’000
2024
£’000
Amounts falling due within one year:
Accrued income and prepaid expenses 1,094 1,499
Investment sales awaiting settlement 505 –
Taxation recoverable 2,985 2,975
4,584 4,474
11 Creditors – amounts falling due within one year
2025
£’000
2024
£’000
Interest payable 637 637
Rental income prepaid 988 813
Share buybacks for subsequent settlement 1,431 259
Other creditors and accruals 1,885 1,943
4,941 3,652
Included in other creditors and accruals is £898,000 (2024 – £958,000) in respect of the management fees due to Baillie Gifford
& Co Limited and £113,000 (2024 – £119,000) in respect of management fees due to OLIM Property Limited.
The Scottish American Investment Company P.L.C.
95
12 Creditors – amounts falling due after more than one year
2025
£’000
2024
£’000
£15m Series C 2.23% 25 June 2036 14,946 14,941
£40m Series A 3.12% 11 April 2045 39,906 39,901
£40m Series B 3.12% 11 April 2049 39,904 39,900
94,756 94,742
The main covenants for the loan notes which are tested monthly are that net tangible assets shall not fall below £120,000,000
and gross borrowings shall not exceed 40% of the Company’s adjusted assets.
13 Share capital
2025
Number
2025
£’000
2024
Number
2024
£’000
Allotted, called‑up and fully paid ordinary shares of 25p each 163,886,374 40,972 176,650,758 44,163
Treasury shares of 25p each 14,429,569 3,607 1,665,185 416
178,315,943 44,579 178,315,943 44,579
The Company’s shareholder authority permits it to hold shares bought back in treasury. Such treasury shares may be subsequently
either sold for cash at a premium to net asset value per ordinary share or cancelled. At 31 December 2025, the Company had
authority to buy back 17,671,394 ordinary shares. During the year to 31 December 2025, no ordinary shares were bought back for
cancellation (2024 – no ordinary shares) and 12,764,384 (2024 – 1,665,185) ordinary shares were bought back into treasury at a
cost of £65,369,000 (2024 – £8,529,000). Under the provisions of the Company’s Articles of Association, share buy‑backs are
funded from the capital reserve.
The Company has authority to allot shares under section 551 of the Companies Act 2006. During the year, no shares were issued
(2024 – no shares were issued).
14 Capital and reserves
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 January 2025 44,579 186,100 22,781 682,413 16,820 952,693
Losses on investments – securities – – – (2,552) – (2,552)
Losses on investments – property – – – (1,976) – (1,976)
Shares bought back into treasury – – – (65,369) – (65,369)
Management fees charged
to capital
– – – (3,105) – (3,105)
Finance costs charged to capital – – – (2,133) – (2,133)
Other exchange differences – – – 258 – 258
Tax relief on management fee and
finance costs
– – – 885 – 885
Revenue return on ordinary
activities after taxation
– – – – 26,322 26,322
Dividends paid in the year – – – – (26,397) (26,397)
At 31 December 2025 44,579 186,100 22,781 608,421 16,745 878,626
Financial report
Annual Report and Financial Statements 2025
96
14 Capital and reserves (continued)
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 January 2024 44,579 186,100 22,781 664,892 16,832 935,184
Gains on investments – securities – – – 28,654 – 28,654
Gains on investments – property – – – 1,887 – 1,887
Shares bought back into treasury – – – (8,529) – (8,529)
Management fees charged
to capital
– – – (3,271) – (3,271)
Finance costs charged to capital – – – (2,134) – (2,134)
Other exchange differences – – – (26) – (26)
Tax relief on management fee and
finance costs
– – – 940 – 940
Revenue return on ordinary
activities after taxation
– – – – 25,822 25,822
Dividends paid in the year – – – – (25,834) (25,834)
At 31 December 2024 44,579 186,100 22,781 682,413 16,820 952,693
The capital reserve includes unrealised investment holding gains of £253,544,000 (2024 – gains of £313,084,000) as detailed in
note9.
The share premium account and capital redemption reserve are not distributable. The revenue reserve and the capital reserve (to
the extent it constitutes realised profits) are distributable.
15 Net asset value per ordinary share
The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end were
asfollows:
2025 2024 2025
£’000
2024
£’000
Ordinary shares of 25p 536.1p 539.3p 878,626 952,693
Net asset value per ordinary share is based on the net assets as shown above and on 163,886,374 (2024 – 176,650,758) ordinary
shares, being the number of ordinary shares in issue at the year end.
16 Transactions with the managers and related parties
The Directors’ fees for the year and interests in the Company’s shares at the end of the year are detailed in the Directors’
remuneration report on pages 71 to 74.
No Director has a contract of service with the Company. During the year no Director was interested in any contract or other matter
requiring disclosure under section 412 of the Companies Act 2006.
The management fee due to Baillie Gifford & Co Limited is set out in note 3 on page 90 and the amount accrued at 31December
2025 is set out in note 11 on page 94. Details of the Investment Management Agreement are set out on page 55.
The management fee due to OLIM Property Limited is set out in note 3 on page 90 and the amount accrued at 31 December 2025
is set out in note 11 on page 94. Details of the Property Management Agreement are set out on page 56.
The Scottish American Investment Company P.L.C.
97
17 Analysis of change in net debt
1 January
2025
£’000
Cash flows
£’000
Exchange
movement
£’000
Other
non-cash
changes
£’000
31 December
2025
£’000
Cash and cash equivalents 2,818 445 258 – 3,521
Loan notes due in more than
one year
(94,742) – – (14) (94,756)
(91,924) 445 258 (14) (91,235)
1 January
2024
£’000
Cash flows
£’000
Exchange
movement
£’000
Other
non-cash
changes
£’000
31 December
2024
£’000
Cash and cash equivalents 7,340 (4,496) (26) – 2,818
Loan notes due in more than
one year
(94,728) – – (14) (94,742)
(87,388) (4,496) (26) (14) (91,924)
18 Financial instruments
As an investment trust, the Company invests in equities and makes other investments so as to secure its investment objective
of increasing capital and growing income in order to deliver real dividend growth. The Company borrows money when the Board
and Managers have sufficient conviction that the assets funded by borrowed monies will generate a return in excess of the cost
of borrowing. In pursuing its investment objective, the Company is exposed to a variety of risks that cause short term variation in
the Company’s net assets and could result in either a reduction in the Company’s net assets or a reduction in the profits available
fordividend.
These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk), liquidity
risk and credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the
likelihood of a permanent reduction in the Company’s net assets or its profits available for dividend rather than to minimise the
shorttermvolatility.
The risk management policies and procedures outlined in this note have not changed substantially from the previous
accountingperiod.
Market risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of
changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The
Board reviews and agrees policies for managing these risks and the Company’s Investment Manager both assesses the exposure
to market risk when making individual investment decisions and monitors the overall level of market risk across the investment
portfolio on an ongoing basis.
Details of the Company’s investment portfolio are shown in note 9.
Currency risk
Certain of the Company’s assets, liabilities and income are denominated in currencies other than sterling (the Company’s
functional currency and that in which it reports its results). Consequently, movements in exchange rates may affect the sterling
value of those items.
The Investment Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis.
The Investment Manager assesses the risk to the Company of the foreign currency exposure by considering the effect on the
Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities,
income and expenses are exposed. However, the country in which a company is listed is not necessarily where it earns its profits.
Themovement in exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than a
simple translation of the currency in which the company is quoted.
Financial report
Annual Report and Financial Statements 2025
98
18 Financial instruments (continued)
Currency risk (continued)
Forward currency contracts are used periodically to limit the Company’s exposure to anticipated future changes in exchange rates
which might otherwise adversely affect the value of the portfolio of investments. Where appropriate, they are used also to achieve
the portfolio characteristics that assist the Company in meeting its investment objectives. The Company had no foreign currency
contracts in place during the years to 31 December 2025 or 2024. Cash amounts received in foreign currencies are converted to
sterling on a regular basis.
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability
is quoted, is shown below.
At 31 December 2025
Investments
£’000
Cash and cash
equivalents
£’000
Loan notes
£’000
Other debtors
and creditors
£’000
Net
exposure
£’000
Australian dollar 19,135 – – – 19,135
Brazilian real 19,614 – – 19 19,633
Chinese Yuan 18,760 – – – 18,760
Danish kroner 21,689 – – 188 21,877
Euro 125,287 – – 1,427 126,714
Hong Kong dollar 46,903 – – – 46,903
Japanese yen 16,238 – – – 16,238
Singapore dollar 13,905 – – – 13,905
Swedish kroner 42,906 – – – 42,906
Swiss franc 57,123 – – 1,967 59,090
Taiwan dollar 42,107 – – 109 42,216
US dollar 379,045 209 – 203 379,457
Other overseas currencies 13,921 – – 60 13,981
Total exposure to currency risk 816,633 209 – 3,973 820,815
Sterling 153,585 3,312 (94,756) (4,330) 57,811
970,218 3,521 (94,756) (357) 878,626
At 31 December 2024
Investments
£’000
Cash and cash
equivalents
£’000
Loan notes
£’000
Other debtors
and creditors
£’000
Net
exposure
£’000
Australian dollar 16,136 – – – 16,136
Brazilian real 13,531 – – 17 13,548
Chinese Yuan 19,366 – – – 19,366
Danish kroner 35,029 – – 262 35,291
Euro 155,151 – – 704 155,855
Hong Kong dollar 53,308 –
–
230 53,538
Japanese yen 13,013 –
–
– 13,013
Singapore dollar 15,448 –
– –
15,448
Swedish kroner 38,523 – – – 38,523
Swiss franc 69,667 – – 2,097 71,764
Taiwan dollar 36,814 – – 96 36,910
US dollar 398,370 84 – 721 399,175
Other overseas currencies 14,375 – – 70 14,445
Total exposure to currency risk 878,731 84 – 4,197 883,012
Sterling 165,064 2,734 (94,742) (3,375) 69,681
1,043,795 2,818 (94,742) 822 952,693
The Scottish American Investment Company P.L.C.
99
Currency risk sensitivity
At 31 December 2025, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total
net assets below, with a corresponding impact on total return on ordinary activities would have decreased by the amounts shown
below. A 5% weakening of sterling against all currencies, with all other variables held constant, would have had a similar but
opposite effect on the Financial Statement amounts. The analysis is performed on the same basis for 2024.
2025
£’000
2024
£’000
Australian dollar 957 1,926
Brazilian real 982 807
Chinese Yuan 938 651
Danish kroner 1,094 2,677
Euro 6,336 7,793
Hong Kong dollar 2,345 1,846
Japanese yen 812 677
Singapore dollar 695 772
Swedish kroner 2,145 968
Swiss franc 2,955 3,588
Taiwan dollar 2,111 1,765
US dollar 18,973 19,959
Other overseas currencies 699 722
41,042 44,151
Interest rate risk
Interest rate movements may affect directly:
• the fair value of any investments in fixed interest rate securities;
• the level of income receivable on cash deposits;
• the fair value of the Company’s fixed‑rate borrowings; and
• the interest payable on any variable rate borrowings which the Company may take out.
Interest rate movements may also impact upon the market value of the Company’s investments other than its fixed income
securities. The effect of interest rate movements upon the earnings of a company may have a significant impact upon the
valuation of that company’s equity.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account
when making investment decisions and when entering borrowing agreements.
The Board reviews on a regular basis the amount of investments in cash and fixed income securities and the income receivable on
cash deposits, floating rate notes and other similar investments.
The Company finances part of its activities through borrowings at approved levels. The amount of such borrowings and the
approved levels are monitored and reviewed regularly by the Board.
Movements in interest rates, to the extent that they affect the fair value of the Company’s fixed rate borrowings, may also affect
the amount by which the Company’s share price is at a discount or a premium to the net asset value.
The interest rate risk profile of the Company’s financial assets and liabilities at 31 December is shown below.
Financial report
Annual Report and Financial Statements 2025
100
18 Financial instruments (continued)
Financial assets
2025
Fair value
£’000
2025
Weighted
average
interest rate
2025
Weighted
average fixed
rate period*
2024
Fair value
£’000
2024
Weighted
average
interest rate
2024
Weighted
average fixed
rate period*
Fixed rate:
Euro denominated bonds 1,725 7.52% 22 years 1,462 8.58% 23 years
Dominican peso denominated bonds – – – 720 9.18% 1 years
Indonesian rupiah denominated bonds 3,703 6.05% 13 years 3,956 7.09% 14 years
Sterling denominated bonds 8,372 5.51% 12 years – – –
US dollar denominated bonds – – – 2,775 7.27% 61 years
Floating rate:
Brazilian bonds (interest rate
linked to Brazilian CPI)
2,412 12.16% 19 years 2,145 11.69% 20 years
Cash and short term deposits:
Other overseas currencies 209 – n/a 84
– n/a
Sterling 3,312 1.45% n/a 2,734 3.83% n/a
* Based on expected maturity/redemption date.
Financial liabilities
2025
£’000
2024
£’000
The interest rate risk profile of the Company’s financial liabilities at 31 December was:
Fixed rate – sterling 94,756 94,742
The maturity profile of the Company’s debt at 31 December was:
In more than five years 94,756 94,742
Interest rate risk sensitivity
An increase of 100 basis points in the durations, being a measure of each bond’s sensitivity to changes in interest rates, as at
31December 2025 would have decreased total net assets and total return on ordinary activities by £1,403,000 (2024 – decrease
of £1,029,000) and would have decreased the net asset value per share (with borrowings at book value) by 0.9p (2024 – decrease
of 0.6p). A decrease of 100 basis points would have had an equal but opposite effect.
Other price risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the
Company’s net assets.
The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant
information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance,
theinvestment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s
objectives and investment policies.
Other price risk sensitivity
A full list of the Company’s investments is shown on pages 26 to 30. In addition, various analyses of the portfolio by asset class
and industrial sector are contained in the Strategic report.
98.3% (2024 – 98.4%) of the Company’s net assets are invested in quoted equities. A 5% increase in quoted equity
valuations at 31 December 2025 would have increased total assets and total return on ordinary activities by £43,185,000
(2024–£46,864,000). A decrease of 5% would have had an equal but opposite effect.
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is mitigated as the majority of the Company’s assets are investments in quoted securities that are readily realisable
The Scottish American Investment Company P.L.C.
101
The Company’s holdings in direct property, which is not considered to be readily realisable, amount to 10.3% of net assets at
31December 2025 (2024 – 10.0%). The Company has the power to take out borrowings, which give it access to additional
funding when required.
The Board gives guidance to the Investment Managers as to the maximum amount of the Company’s resources that should be
invested in any one holding and to the maximum aggregate exposure to any one entity (see investment policy on pages 39 and
40). The Board also sets parameters for the degree to which the Company’s net assets are invested in quoted equities.
Maturity profile
The maturity profile of the Company’s financial liabilities at 31 December was:
2025
Within
1 year
£’000
2025
Between
1 and 5 years
£’000
2025
More than
5 years
£’000
2024
Within
1 year
£’000
2024
Between
1 and 5 years
£’000
2024
More than
5 years
£’000
Repayment of loan notes – – 95,000 – – 95,000
Accumulated interest on
loan notes
2,831 11,322 43,024 2,831 11,322 46,304
Other creditors and accruals 1,885 – – 2,202 – –
4,716 11,322 138,024 5,033 11,322 141,304
The figures above represent undiscounted cash flows.
Credit risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in
the Company suffering a loss. This risk is managed as follows:
• where the Investment Manager makes an investment in a bond or other security with credit risk, that credit risk is assessed and
then compared to the prospective investment return of the security in question;
• the Board regularly receives information from the Investment Manager on the credit ratings of those bonds and other securities
in which the Company has invested;
• the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate
segregates the assets of the Company. The Depositary has delegated the custody function to The Bank of New York Mellon
(International) Limited. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to securities
held by the custodian to be delayed. The Investment Manager monitors the Company’s risk by reviewing the custodian’s internal
control reports and reporting its findings to the Board;
• investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Investment
Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank
ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any
transfer of cash or securities away from the Company is completed;
• transactions involving derivatives, structured notes and other arrangements wherein the creditworthiness of the entity
acting as broker or counterparty to the transaction is likely to be of sustained interest are subject to rigorous assessment
by the Investment Manager of the creditworthiness of that counterparty. The Company’s aggregate exposure to each such
counterparty is monitored regularly by the Board; and
• cash is only held at banks that have been identified by the Managers as reputable and of high credit quality. Credit quality of
our banking provider is publicly available.
Financial report
Annual Report and Financial Statements 2025
102
18 Financial instruments (continued)
Credit risk exposure
The exposure to credit risk at 31 December was:
2025
£’000
2024
£’000
Bonds 16,169 11,058
Cash and short term deposits 3,521 2,818
Debtors and prepayments 4,584 4,474
24,274 18,350
None of the Company’s financial assets are past due or impaired.
Credit quality of bonds
All of the bonds held by the Company as at 31 December 2025 received a credit rating from at least one of the S&P or Moody’s
agencies. All bonds had at least a minimum rating of BB (2024 – all bonds had a minimum rating of BB).
Fair value of financial assets and financial liabilities
The Directors are of the opinion that the financial assets and liabilities of the Company are stated at fair value in the Balance sheet
with the exception of the long term borrowings which are stated at amortised cost. The fair value of the loan notes is calculated
with reference to debt instruments of comparable maturity and yield.
2025
Par/nominal
£’000
2025
Book
£’000
2025
Fair
£’000
2024
Par/nominal
£’000
2024
Book
£’000
2024
Fair
£’000
2.23% Series C loan notes 2036 15,000 14,946 11,116 15,000 14,941 10,662
3.12% Series A loan notes 2045 40,000 39,906 26,766 40,000 39,902 26,268
3.12% Series B loan notes 2049 40,000 39,904 25,282 40,000 39,900 25,123
95,000 94,756 63,164 95,000 94,743 62,053
19 Property sensitivity
10.3% of the Company’s net assets are invested in direct property.
Property sensitivity analysis
The valuations of investment properties are sensitive to changes in the significant unobservable inputs. The all‑risks yield
(“ARY”) is used by valuers when conducting sensitivity analysis for investment property. ARY is a single “growth‑implicit” metric,
estimating the anticipated rate of return by factoring in all relevant risks and rewards. The ARY is determined by evaluating the
correlation between annual rental income and fair value, incorporating the valuer’s holistic judgement with reference to market
evidence for comparable property and taking into account the various unique features of each property such as tenancy, property
condition and location. A significant increase/(decrease) in the ‘all risks yield’ in isolation would result in a significantly (lower)/
higher fair value. In order to reflect market conditions, the increase in yield assumption is 0.15% and the decrease in yield
assumption is 0.15%.
The Directors believe yield to be the most appropriate input for sensitivity analysis of the Company’s property portfolio and have
not presented a rental value input for the year to 31 December 2025.
The sensitivity of the valuation to changes in yield inputs per class of investment property are shown below:
Retail and
leisure
£’000
Industrial
£’000
Total
£’000
Estimated movement in fair value of investment properties at31December 2025
arising from:
Increase in yield by 0.15% (1,750) (350) (2,100)
Decrease in yield by 0.15% 1,865 350 2,215
The Scottish American Investment Company P.L.C.
103
Retail and
leisure
£’000
Industrial
£’000
Total
£’000
Estimated movement in fair value of investment properties at31December 2024
arising from:
Increase in yield by 0.15% (1,700) (500) (2,200)
Decrease in yield by 0.15% 1,850 550 2,400
This represents the best estimate of a reasonable possible shift in yields, having regard to historical volatility of the value
andyield.
20 Leases
The Company has entered into operating leases over its portfolio of investment properties consisting of a mix of retail, leisure and
industrial sites. These leases have terms of between 5 and 30 years. All leases include a clause to enable upward revision of the
rental charge on either an annual or five yearly basis. The basis for rent revisions is agreed at the time the lease is written and can
reflect RPI, CPI, market conditions, or fixed increases. Rental income recognised by the Company during the year is shown in note 2.
Future minimum rentals under operating leases payable for each of the following periods are:
2025
£’000
2024
£’000
Due within 1 year 5,843 5,757
Between 1 and 5 years 23,372 23,027
More than 5 years 66,460 57,602
95,675 86,385
21 Capital management
The capital of the Company is its share capital and reserves as set out in notes 13 and 14 together with its borrowings (seenotes
11 and 12). The objective of the Company is to deliver real dividend growth by increasing capital and growing income. The
Company’s investment policy, including how the Board discusses and monitors gearing levels, is set out on pages 39 and 40.
In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going
concern and details of the related risks and how they are managed are set out on page 66 and on pages 41 to 45. TheCompany
has the authority to issue and buy back its shares (see pages 57 to 59) and changes to the share capital during the year are set
out in notes 13 and 14. The Company does not have any externally imposed capital requirements other than the covenants on its
borrowings which are detailed in notes 11 and 12.
22 Subsequent events
On 10 February 2026 the Company agreed the sale of the pub at Earley for £2,125,000 with the sale due to complete on 24 March 2026.
Shareholder
information
The Scottish American Investment Company P.L.C.
105
Notice of Annual
GeneralMeeting
The Annual General Meeting of the Company
will be held at the offices of Baillie Gifford &
Co, CaltonSquare, 1 Greenside Row, Edinburgh
EH13AN, on Friday, 17April 2026 at 11.30am.
Youwill find directions to the venue by scanning
theQRcodeabove.
To accurately reflect the views of shareholders of
theCompany, the Board intends to hold the AGM
voting on a poll.
The Board encourages all shareholders to submit
proxy voting forms as soon as possible and, in any
event, by no later than 11.30am, on 15 April 2026.
We would encourage shareholders to monitor the
Company’s website at saints-it.com.
Should shareholders have questions for the Board or
the Managers or any queries as to how to vote, they
are welcome as always to submit them by email to
enquiries@bailliegifford.com or call 0800 917 2113.
Baillie Gifford may record your call.
For details of how to vote your shares if held
via a platform please refer to
theaic.co.uk/how-to-vote-your-shares.
John
Lewis
A8 Princes Street
Ge
orge Street
Calton Square
Bus
Station
Omni
Centre
Balmoral
Hotel
L
e
i
t
h
S
t
r
e
e
t
Queen Street
W
a
t
e
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l
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P
l
a
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e
C
a
l
t
o
n
H
i
l
l
C
a
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t
o
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R
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a
d
St Andrew Square
Edinburgh
Waverley
Station
Leith
Walk
A7 North Bridge
York Place
G
r
e
e
n
sid
e
R
o
w
Tram
Stop
St Andrew Square
St Andrew Square
Tram
Stop
By Rail:
Edinburgh Waverley – approximately a 5 minute walk away
By Bus:
Lothian Buses local services include:
1, 3, 5, 7, 8, 10, 14, 15, 16, 25, 34
By Tram:
Stops at St Andrew Square and Picardy Place
Access to Waverley Train Station on foot
Shareholder information
Annual Report and Financial Statements 2025
106
Notice is hereby given that the one hundred and
fifty second Annual General Meeting of The Scottish
American Investment Company P.L.C. (‘SAINTS’) will
be held at the Registered Office of the Company,
Calton Square, 1 Greenside Row, Edinburgh,
EH13AN on Friday, 17 April 2026 at 11.30am.
The Portfolio Managers responsible for SAINTS
willgive a short presentation on the investment
outlook. The following resolutions will be
proposedat the AGM:
To consider, and, if thought fit, to pass the following
resolutions as ordinary resolutions:
01. To receive and adopt the Financial Statements
of the Company for the year to 31 December
2025 with the Reports of the Directors and of
the Independent Auditor thereon.
02. To approve the Directors’ Remuneration Policy.
03. To approve the Directors’ Annual
Report onRemuneration for the year to
31December2025.
04. To declare a final dividend.
05. To elect Angus Macpherson asaDirector.
06. To re‑elect Dame Mariot Leslie as a Director.
07. To re‑elect Karyn Lamont as a Director.
08. To re‑elect Christine Montgomery as a Director.
09. To re‑elect Padmesh Shukla as a Director.
10. To re‑appoint Ernst & Young LLP as Independent
Auditor of the Company to hold office until the
conclusion of the next Annual General Meeting
at which the Financial Statements are laid
before the Company.
11. To authorise the Directors to determine the
remuneration of the Independent Auditor
oftheCompany.
12. That, in substitution for any existing authority,
but without prejudice to the exercise of any such
authority prior to the date hereof, the Directors of
the Company be and they are hereby generally
and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 (the
‘Act’) to exercise all the powers of the Company
to allot shares in the Company and to grant rights
to subscribe for or to convert any security into
shares in the Company (‘Securities’) provided that
such authority shall be limited to the allotment
of shares and the grant of rights in respect of
shares with an aggregate nominal value of up
to £13,457,925.75 (representing approximately
33 per cent of the nominal value of the issued
share capital as at 16 February 2026), such
authority to expire at the conclusion of the next
Annual General Meeting of the Company after
the passing of this resolution or on the expiry of
15 months from the passing of this resolution,
whichever is the earlier, unless previously
revoked, varied or extended by the Company in
a general meeting, save that the Company may
at any time prior to the expiry of this authority
make an offer or enter into an agreement which
would or might require Securities to be allotted
or granted after the expiry of such authority
and the Directors shall be entitled to allot or
grant Securities in pursuance of such an offer or
agreement as if such authority had not expired.
To consider and, if thought fit, to pass resolution 13
as a special resolution:
13. That, subject to the passing of resolution 12
above, and in substitution for any existing power
but without prejudice to the exercise of any such
power prior to the date hereof, the Directors of
the Company be and they are hereby generally
empowered, pursuant to sections 570 and 573
of the Companies Act 2006 (the ‘Act’), to allot
equity securities (within the meaning of section
560(1) of the Act), for cash pursuant to the
authority given by resolution 12 above and by
the sale of treasury shares as if section 561(1)
of the Act did not apply to any such allotment of
equity securities, provided that this power:
a. expires at the conclusion of the next Annual
General Meeting of the Company after the
passing of this resolution or on the expiry
of 15 months from the passing of this
resolution, whichever is the earlier, save that
the Company may, before such expiry, make
an offer or agreement which would or might
require equity securities to be allotted after
such expiry and the Directors may allot equity
securities in pursuance of any such offer or
agreement as if the power conferred hereby
had not expired; and
b. shall be limited to the allotment of equity
securities up to an aggregate nominal value
of £4,078,159.25 being approximately 10% of
the nominal value of the issued share capital
of the Company, as at 16 February 2026.
The Scottish American Investment Company P.L.C.
107
To consider and, if thought fit, to pass resolution 14
as an ordinary resolution:
14. That the Directors be authorised, for the
purposes of LR 15.4.11 of the UK Listing Rules
of the UK Listing Authority, to issue further
ordinary shares (including selling treasury
shares) for cash at a price below the net asset
value per share of those shares (with borrowings
valued at book) without first offering those
shares pro rata to existing shareholders.
To consider and, if thought fit, to pass resolution 15
as a special resolution:
15. That, in substitution for any existing authority
but without prejudice to the exercise of any such
authority prior to the date hereof, the Company
be and is hereby generally and unconditionally
authorised, pursuant to and in accordance
with section 701 of the Companies Act 2006
(the ‘Act’) to make market purchases (within
the meaning of section 693(4) of the Act) of
fully paid ordinary shares of 25 pence each in
the capital of the Company (‘ordinary shares’)
(either for retention as treasury shares or for
cancellation), provided that:
a. the maximum aggregate number of ordinary
shares hereby authorised to be purchased
is 24,452,643, or, if less, the number
representing approximately 14.99% of the
issued ordinary share capital of the Company
as at the date of the passing of this resolution;
b. the minimum price (excluding expenses) which
may be paid for each ordinary share is 25
pence;
c. the maximum price (excluding expenses)
which may be paid for each ordinary share
shall not be more than the higher of:
i. 5 per cent. above the average closing
price on the London Stock Exchange of
an ordinary share over the five business
days immediately preceding the date of
purchase; and
ii. an amount equal to the higher of the last
independent trade of an Ordinary Share and
the highest current independent bid for an
Ordinary Share on the trading venue where
the purchase is carried out; and
d. unless previously varied, revoked or
renewed by the Company in a general
meeting, the authority hereby conferred
shall expire at the conclusion of the
Company’s Annual General Meeting to
be held in respect of the financial year
ending 31 December 2026, save that the
Company may, prior to such expiry, enter
into a contract to purchase ordinary shares
under such authority which will or might
be completed or executed wholly or partly
after the expiration of such authority and
may make a purchase of ordinary shares
pursuant to any such contract.
By Order of the Board
Baillie Gifford & Co Limited
Company Secretary
18 February 2026
Notes
01. As a member you are entitled to appoint a proxy
or proxies to exercise all or any of your rights
to attend, speak and vote at the AGM. A proxy
need not be a member of the Company but
must attend the AGM to represent you. You may
appoint more than one proxy provided each
proxy is appointed to exercise rights attached to
different shares. You can only appoint a proxy
using the procedure set out in these notes and
the notes to the proxy form. You may not use
any electronic address provided either in this
notice or any related documents (including
the Financial Statements and proxy form) to
communicate with the Company for any purpose
other than those expressly stated.
02. To be valid any proxy form or other instrument
appointing a proxy, together with any power
of attorney or other authority under which it
is signed or a certified copy thereof, must be
received by post or (during normal business hours
only) by hand at the Registrars of the Company
at Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY or
eproxyappointment.com no later than two days
(excluding non‑working days) before the time of
the meeting or any adjourned meeting.
Shareholder information
Annual Report and Financial Statements 2025
108
03. CREST members who wish to appoint a proxy
or proxies through the CREST electronic
proxyappointment service may do so by
using the procedures described in the CREST
Manualand/or by logging on to the website
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.
04. In order for a proxy appointment or instruction
made using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated
in accordance with Euroclear UK & Ireland
Limited’s specifications, and must contain
the information required for such instruction,
asdescribed in the CREST Manual. The
message, regardless of whether it constitutes
the appointment of a proxy or is an amendment
to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted
so as to be received by the Company’s registrar
(ID 3RA50) no later than 2 days (excluding
non‑working days) before the time of the
meeting or any adjournment. For this purpose,
the time of receipt will be taken to be the time
(as determined by the timestamp applied to
the message by the CREST Application Host)
from which the Company’s registrar is able to
retrieve the message by enquiry to CREST in
the manner prescribed by CREST. After this time
any change of instructions to proxies appointed
through CREST should be communicated to the
appointee through other means.
05. CREST members and, where applicable,
theirCREST sponsors, or voting service
providers should note that Euroclear UK
& Ireland Limited does not make available
special procedures in CREST for any particular
message. Normal system timings and limitations
will, therefore, apply in relation to the input of
CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take
(or,ifthe CREST member is a CRESTpersonal
member, or sponsored member, or has
appointed a voting service provider(s), to
procure that his/her 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 service
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.
06. 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.
07. The return of a completed proxy form or
otherinstrument of proxy will not prevent
youattending the AGM and voting in person
ifyou wish.
08. Pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001 and section 311 of
the Companies Act 2006 the Company specifies
that to be entitled to attend and vote at the
AGM (and for the purpose of the determination
by the Company of the votes they may cast),
shareholders must be registered in the Register
of Members of the Company no later than
48hours (excluding non‑working days) prior
to the commencement of the AGM or any
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.
09. 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 shareholder by whom
he/she was nominated, have a right to be
appointed (or to have someone else appointed)
as a proxy for the Annual General Meeting.
If a Nominated Person has no such proxy
appointment right or does not wish to exercise
it,he/she may, under any such agreement,
havea right to give instructions to the
shareholder as to the exercise of voting rights.
The Scottish American Investment Company P.L.C.
109
10. The statement of the rights of shareholders in
relation to the appointment of proxies in Notes
1 and 2 above does not apply to Nominated
Persons. The rights described in those Notes
can only be exercised by shareholders of
theCompany.
11. The members of the Company may require the
Company to publish, on its website, (without
payment) a statement (which is also passed to
the Auditor) setting out any matter relating to
the audit of the Company’s accounts, including
the Auditor’s report and the conduct of the
audit. The Company will be required to do so
once it has received such requests from either
members representing at least 5% of the
total voting rights of the Company or at least
100members who have a relevant right to vote
and hold shares in the Company on which there
has been paid up an average sum per member
of at least £100. Such requests must be made
in writing and must state your full name and
address and be sent to the Company at Calton
Square, 1 Greenside Row, Edinburgh, EH1 3AN.
12. Information regarding the Annual General
Meeting, including information required by
section 311A of the Companies Act 2006,
isavailable from the Company’s page of the
Managers’ website at saints-it.com.
13. Members have the right to ask questions at
themeeting in accordance with section 319A
ofthe Companies Act 2006.
14. As at 16 February 2026 (being the last
practicable date prior to the publication of
this notice) the Company’s issued share
capital (excluding treasury shares) consisted
of 163,126,374 ordinary shares, carrying one
vote each. Therefore, the total voting rights
in the Company as at 16 February 2026 were
163,126,374 votes.
15. Any person holding 3% or more of the total
voting rights of the Company who appoints a
person other than the Chairman of the meeting
as his/her proxy will need to ensure that both
he/she and his/her proxy complies with their
respective disclosure obligations under the
UKDisclosure and Transparency Rules.
16. No Director has a contract of service with
theCompany.
Shareholder information
Annual Report and Financial Statements 2025
110
How to invest
The Company’s shares are traded on the London
Stock Exchange. They can be bought by placing an
order with a stockbroker or by asking a professional
adviser to do so. If you are interested in investing
directly in SAINTS you can do so online. There are
a number of companies offering real time online
dealing services – find out more by visiting the
investment trust pages at bailliegifford.com.
Sources of further information on
theCompany
The price of shares is quoted daily in the Financial
Times and can also be found on SAINTS’ page of
the Baillie Gifford website at saints-it.com, Trustnet
at trustnet.com and on other financial websites.
Company factsheets are also available on the Baillie
Gifford website and are updated monthly. These are
available from Baillie Gifford on request.
SAINTS share identifiers
ISIN GB0007873697
Sedol 0787369
Ticker SAIN
Legal Entity Identifier 549300NF03XVC5IFB447
AIC
The Company is a member of the Association of
Investment Companies.
Dividend dates
The table below gives the actual and anticipated
quarterly dividend dates.
The ex‑dividend date is the date on which
entitlement to receive the net dividend is
established. The record date is the date on which
shares must be registered following purchase to
receive the dividend direct. Otherwise you will
have to claim it from the agent through whom you
purchased your shares. The DRIP election date is the
final date for electing to participate in the Dividend
Reinvestment Plan (see page 111 for more details) for
that dividend.
Dividend dates for 2026
Final
2025
First
interim*
Second
interim*
Third
interim*
Dividend
announced
19/02/26 12/05/26 04/08/26 05/11/26
Ex‑dividend
date
26/02/26 21/05/26 13/08/26 12/11/26
Record date 27/02/26 22/05/26 14/08/26 13/11/26
DRIP
electiondate
01/04/26
28/05/26 26/08/26 19/11/26
Dividend paid 24/04/26 18/06/26 17/09/26 10/12/26
* Anticipated dates.
Announcement of results and reports
SAINTS’ results for the half year to 30 June will be
announced in July/August and the results for the year
to 31 December will be announced in mid February.
The Interim Report will be posted to shareholders in
August and the Annual Report in February/March.
The 2026 AGM is being held on 17April.
How you are taxed
• Capital As an investment trust, SAINTS pays no
capital gains tax. This means that, while assets
remain invested in SAINTS, they are managed free
of such tax. However, should you decide to sell
your SAINTS’ shares, you may be subject to capital
gains tax.
If you held SAINTS’ shares on or before 31March
1982 the market value of the ordinary shares
(adjusted for present capital) on that date of
33.125p will be required for your capital gains
taxcomputation.
• Income The dividends you receive from your
SAINTS’ shares are taxed as income. Dividends
received should be declared on your Tax
Return. For further information, please visit the
hmrc.gov.uk website.
Shareholders are recommended to consult their
professional adviser as to their tax position.
Further shareholder
information
The Scottish American Investment Company P.L.C.
111
Share register enquiries
Computershare Investor Services PLC maintains
the share register on behalf of the Company. In the
event of queries regarding shares registered in your
own name, please contact the registrars on 0370
707 1282. This helpline also offers an automated
self‑service functionality (available 24 hours a day,
7days a week) which allows you to:
• hear the latest share price;
• confirm your current share holding balance;
• confirm your payment history; and
• order Change of Address, Dividend Bank Mandate
and Stock Transfer forms.
By quoting the reference number on your share
certificate you can check your holding on the
Registrar’s website at investorcentre.co.uk.
They also offer a free, secure, share management
website service which allows you to:
• view your share portfolio and see the latest market
price of your shares;
• calculate the total market price of each
shareholding;
• view price histories and trading graphs;
• register to receive communications from the
Company, including the Annual Report and
Financial Statements, in electronic format;
• update bank mandates and change address
details; and
• use online dealing services; and
• pay dividends directly into your overseas bank
account in your chosen local currency.
To take advantage of this service, please log in at
investorcentre.co.uk and enter your Shareholder
Reference Number and Company Code (this
information can be found on the last dividend
voucher or your share certificate).
Dividend reinvestment plan
Computershare operate a Dividend Reinvestment
Plan which can be used to buy additional shares
instead of receiving your dividend via cheque or into
your bank account. For further information log in to
investorcentre.co.uk and follow the instructions or
telephone 0370 707 1694.
Electronic proxy voting
If you hold stock in your own name you can choose
to vote by returning proxies electronically at
eproxyappointment.com.
If you have any questions about this service please
contact Computershare on 0370 707 1282.
CREST proxy voting
If you are a user of the CREST system (including
a CREST Personal Member), you may appoint
one or more proxies or give an instruction to a
proxy by having an appropriate CREST message
transmitted. For further information please refer to
the CRESTManual.
Voting via an Investment Platform
If you are a shareholder who holds shares via a
platform, you should be able to exercise your right
to vote by contacting the platform provider directly.
You can instruct the platform how to vote your
shares or ask to be appointed as a proxy in respect
of your shareholding should you wish to attend,
speak and vote at the Annual General Meeting.
Further guidance can be obtained from your platform
provider or the Association of Investment Companies
at the aic.co.uk/how-to-vote-your-shares.
SAINTS is an Investment Trust.
Investmenttrusts offer investors
thefollowing:
• participation in a diversified portfolio of shares;
• constant supervision by experienced professional
managers; and
• the Company is free from capital gains tax on
capital profits realised within its portfolio.
Analysis of shareholders at 31 December
2025
Number of
shares held
2025
%
2024
Number of
shares held
2024
%
Institutions 31,304,008 19.1 28,930,375 16.4
Intermediaries 121,607,832 74.2 136,333,071 77.2
Individuals 8,286,351 5.1 9,914,924 5.6
Marketmakers 2,688,183 1.6 1,472,388 0.8
163,886,374 100.0 176,650,758 100.0
Data protection
The Company is committed to ensuring the
confidentiality and security of any personal data
provided to it. Further details on how personal data
is held and processed on behalf of the Company
can be found in the privacy policy available on the
Company’s website saints-it.com.
Shareholder information
Annual Report and Financial Statements 2025
112
Alternative Investment Fund Managers
Regulations(‘AIFM’)
In accordance with the AIFM Regulations,
information in relation to the Company’s leverage
and the remuneration of the Company’s AIFM,
Baillie Gifford & Co Limited, is required to be
made available to investors. In accordance with
the Regulations, the AIFM remuneration policy
is available at bailliegifford.com or on request
(see contact details on page 116). The numerical
remuneration disclosures in respect of the AIFM’s
relevant reporting periods are also available at
bailliegifford.com.
The Company’s maximum and actual leverage levels
(see glossary of terms and alternative performance
measures on pages 118 to 120) at 31 December 2025
are as follows:
Leverage exposure
Gross
method
Commitment
method
Maximum limit 3.00:1 2.00:1
Actual 1.10:1 1.10:1
Automatic Exchange of Information
In order to fulfil its legal obligations under UK tax
legislation relating to the automatic exchange of
information, The Scottish American Investment
Company P.L.C. is required to collect and report
certain information about certain shareholders.
The legislation requires investment trust companies
to provide personal information to HMRC on certain
investors who purchase shares in investment
trusts. Accordingly, The Scottish American
Investment Company P.L.C. will have to provide
information annually to the local tax authority on
the tax residencies of a number of non‑UK based
certificated shareholders and corporate entities.
Shareholders, excluding those whose shares are
held in CREST, who come on to the share register
will be sent a certification form for the purposes of
collecting this information.
For further information, please see HMRC’s Quick
Guide: Automatic Exchange of Information –
information for account holders gov.uk/guidance/
automatic‑exchange‑of‑information‑account‑holders.
Third party data provider disclaimer
No third party data provider (‘Provider’) makes any
warranty, express or implied, as to the accuracy,
completeness or timeliness of the data contained
herewith nor as to the results to be obtained by
recipients of the data.
No Provider shall in any way be liable to any
recipient of the data for any inaccuracies, errors
or omissions in the index data included in this
document, regardless of cause, or for any damages
(whether direct or indirect) resulting therefrom. No
Provider has any obligation to update, modify or
amend the data or to otherwise notify a recipient
thereof in the event that any matter stated herein
changes or subsequently becomes inaccurate.
Without limiting the foregoing, no Provider shall have
any liability whatsoever to you, whether in contract
(including under an indemnity), in tort (including
negligence), under a warranty, under statute or
otherwise, in respect of any loss or damage suffered
by you as a result of or in connection with any
opinions, recommendations, forecasts, judgements,
or any other conclusions, or any course of action
determined, by you or any third party, whether or
not based on the content, information or materials
contained herein.
FTSE Index data
Source: London Stock Exchange Group plc and its
group undertakings (collectively, the ‘LSE Group’).
©LSE Group 2025. FTSE Russell is a trading name
of certain of the LSE Group companies. ‘FTSE®’
‘Russell®’, ‘FTSE Russell®’, is/are a trade mark(s)
of the relevant LSE Group companies and is/
are used by any other LSE Group company under
license. Allrights in the FTSE Russell indexes or
data vest in the relevant LSE Group company which
owns the index or the data. Neither LSE Group
nor its licensors accept any liability for any errors
or omissions in the indexes or data and no party
may rely on any indexes or data contained in this
communication. No further distribution of data from
the LSE Group is permitted without the relevant LSE
Group company’s express written consent. The LSE
Group does not promote, sponsor or endorse the
content of this communication.
The Scottish American Investment Company P.L.C.
113
The EU Sustainable Finance Disclosure Regulation
(‘SFDR’) does not have a direct impact in the UK
due to Brexit, however, it applies to third‑country
products marketed in the EU. As SAINTS is marketed
in the EU by the AIFM, Baillie Gifford & Co Limited,
via the National Private Placement Regime (‘NPPR’)
the following disclosures have been provided to
comply with the high‑level requirements of SFDR.
The AIFM has adopted Baillie Gifford & Co’s ESG
Principles and Guidelines as its policy on integration
of sustainability risks in investment decisions.
Baillie Gifford & Co believes that a company
cannot be financially sustainable in the long run if
its approach to business is fundamentally out of
line with changing societal expectations. It defines
‘sustainability’ as a deliberately broad concept which
encapsulates a company’s purpose, values, business
model, culture, and operating practices.
Baillie Gifford & Co’s approach to investment is
based on identifying and holding high quality growth
businesses that enjoy sustainable competitive
advantages in their marketplace. To do this it
looks beyond current financial performance,
undertaking proprietary research to build up an
in‑depth knowledge of an individual company
and a view on its long‑term prospects. This
includes the consideration of sustainability factors
(environmental, social and/or governance matters)
which it believes will positively or negatively
influence the financial returns of an investment.
The likely impact on the return of the portfolio
from a potential or actual material decline in the
value of investment due to the occurrence of
Sustainable Finance Disclosure
Regulation (‘SFDR’)
an environmental, social or governance event
or condition will vary and will depend on several
factors including but not limited to the type, extent,
complexity and duration of an event or condition,
prevailing market conditions and existence of any
mitigating factors.
Whilst consideration is given to sustainability
matters, there are no restrictions on the investment
universe of the Company, unless otherwise stated
within in its Investment Objective & Policy. Baillie
Gifford & Co can invest in any companies it believes
could create beneficial long‑term returns for
investors. However, this might result in investments
being made in companies that ultimately cause a
negative outcome for the environment or society.
The underlying investments do not take into account
the EU criteria for environmentally sustainable
economic activities established under the EU
Taxonomy Regulation.
More detail on the Investment Managers’ approach
to sustainability can be found in the ESG Principles
and Guidelines document, available publicly on the
Baillie Gifford website bailliegifford.com and by
scanning the QR code below.
Shareholder information
Annual Report and Financial Statements 2025
114
Elevated road tunnel, Spain. © Artur Debat/Getty Images.
The Scottish American Investment Company P.L.C.
115
Communicating
withshareholders
Trust magazine A SAINTS web page at saints-it.com
Promoting SAINTS
Baillie Gifford carries out extensive marketing
activity to promote SAINTS to institutional,
intermediary and direct investors.
Trust magazine
Trust is the Baillie Gifford investment trust magazine
which is published twice a year. It provides an insight
to our investment approach by including interviews
with our fund managers, as well as containing
investment trust news, investment features and
articles about the trusts managed by Baillie Gifford,
including SAINTS. Trust plays an important role in
helping to explain our products so that readers can
really understand them. For a copy of Trust, please
contact the Baillie Gifford Client Relations Team
(seecontact details on page 116).
You can subscribe to Trust magazine or view a digital
copy at bailliegifford.com/trust.
SAINTS on the Web
Up‑to‑date information about SAINTS, including a
monthly commentary, recent portfolio information
and performance figures can be found on SAINTS’
page of the Managers’ website at saints-it.com.
You can also find a brief history of SAINTS,
anexplanation of the effects of gearing and a
flexible performance reporting tool.
If you are interested in investing directly in SAINTS,
you can do so online. There are a number of
companies offering real time online dealing services
– find out more on the Platforms section of the
Managers’ website: bailliegifford.com.
Suggestions and questions
Any suggestions on how communications with
shareholders can be improved are welcomed, so
please contact the Baillie Gifford Client Relations
Team and give them your suggestions. They will also
be very happy to answer questions that you may
have about SAINTS.
Shareholder information
Annual Report and Financial Statements 2025
116
Client relations team contact details
You can contact the Baillie Gifford Client Relations
Team by telephone, email or post:
Telephone: 0800 917 2113
Your call may be recorded for training or monitoring
purposes.
Email: enquiries@bailliegifford.com
Website: bailliegifford.com
Address:
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted
to give financial advice. If you would like advice,
please ask an authorised intermediary.
SAINTS specific queries
Please use the following contact details:
Email: saints@bailliegifford.com
Website: saints-it.com
The Scottish American Investment Company P.L.C.
117
Insights
Profile of a returning
industry veteran
After nearly 20 years leading
global equity teams, Alistair
Way returns to Baillie Gifford.
SAINTS spotlight:
compounders weathering
change
In a changing world, resilient
compounders drive SAINTS’
long‑term growth despite the
market shifts and uncertainty.
SAINTS: fallen to earth?
Scottish American Investment
Company manager James Dow
discusses the trust’s quality holdings
and long‑term growth drivers.
Shareholder information
Annual Report and Financial Statements 2025
118
An alternative performance measure is a financial measure of historical or future financial performance,
financial position, or cash flows, other than a financial measure defined or specified in the applicable
financial reporting framework.
Total assets
This is the Company’s definition of Adjusted Total Assets, being the total value of all assets held less all
liabilities (other than liabilities in the form of borrowings).
Net Asset Value (‘NAV’)
Also described as shareholders’ funds, net asset value is the value of total assets less liabilities (including
borrowings). Net asset value can be calculated on the basis of borrowings stated at book value and fair
value. An explanation of each basis is provided below. The net asset value per share is calculated by dividing
this amount by the number of ordinary shares in issue excluding any shares held in treasury.
Net Asset Value (borrowings at book value)
Borrowings are valued at adjusted net issue proceeds. Book value approximates amortised cost.
Net Asset Value (borrowings at fair value) (APM)
Borrowings are valued at an estimate of their market worth. This indicates the cost to the Company
of repaying its borrowings under current market conditions. It is a widely reported measure across the
investment trust industry.
31 December 2025 31 December 2024
Shareholders’ funds (borrowings at book value) £878,626,000 £952,693,000
Add: book value of borrowings £94,756,000 £94,742,000
Less: fair value of borrowings (£63,164,000) (£62,053,000)
Shareholders’ funds (borrowings at fair value) £910,218,000 £985,382,000
Shares in issue at year end 163,886,374 176,650,758
Net asset value per ordinary share (borrowings at fair value) 555.4p 557.8p
Net Asset Value (borrowings at par value) (APM)
Borrowings are valued at nominal par value. A reconciliation from shareholders’ funds (borrowings at book
value) to net asset value after deducting borrowings at par value is provided below.
31 December 2025 31 December 2024
Shareholders’ funds (borrowings at book value) £878,626,000 £952,693,000
Add: book value of borrowings £94,756,000 £94,742,000
Less: par value of borrowings (£95,000,000) (£95,000,000)
Shareholders’ funds (borrowings at par value) £878,382,000 £952,435,000
Shares in issue at the year end 163,886,374 176,650,758
Net asset value per ordinary share (borrowings at par value) 536.0p 539.2p
Glossary of terms and alternative
performance measures (‘APM’)
The Scottish American Investment Company P.L.C.
119
Premium/(discount) (APM)
As stockmarkets and share prices vary, an investment trust’s share price is rarely the same as its NAV. When
the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount
is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage
of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium.
2025
NAV (book)
2025
NAV (fair)
2024
NAV (book)
2024
NAV (fair)
Closing NAV per share 536.1p 555.4p
539.3p
557.8p
Closing share price 516.0p 516.0p 498.5p 498.5p
Premium/(discount) (3.8%) (7.1%) (7.6%) (10.6%)
Ongoing charges (APM)
The total expenses (excluding borrowing costs) incurred by the Company as a percentage of the average
net asset value (with borrowings at fair value). The ongoing charges have been calculated on the basis
prescribed by the Association of Investment Companies.
A reconciliation from the expenses detailed in the Income statement on page 84 is provided below.
31 December 2025 31 December 2024
Investment management fee £4,140,000 £4,362,000
Other administrative expenses £1,424,000 £1,349,000
Total expenses (a) £5,564,000 £5,711,000
Average daily cum‑income net asset value
(with borrowings at fair value)
(b) 924,735,000 £991,710,000
Ongoing charges (a) ÷ (b) (expressed as a percentage) 0.60% 0.58%
Total return (APM)
The total return is the return to shareholders after reinvesting the net dividend on the date that the share
price goes ex‑dividend.
2025
NAV
(book)
2025
NAV
(fair)
2025
Share
price
2024
NAV
(book)
2024
NAV
(fair)
2024
Share
price
Opening NAV per share/share price (a) 539.3p 557.8p 498.5p 524.5p 539.4p 535.0p
Closing NAV per share/share price (b) 536.1p 555.4p 516.0p 539.3p 557.8p 498.5p
Dividend adjustment factor
*
(c) 1.029208 1.028147 1.031343 1.026922 1.026106 1.028650
Adjusted closing NAV per share/
share price
(d) = (b) x (c) 551.8p 571.0p 532.2p 553.8p 572.4p 512.8p
Total return (d) ÷ (a) -1 2.3% 2.4% 6.8% 5.6% 6.1% (4.2%)
*
The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of the
Company at the cum income NAV/share price at the ex‑dividend date.
Active share (APM)
Active share, a measure of how actively a portfolio is managed, is the percentage of the listed equity
portfolio that differs from its comparative index. It is calculated by deducting from 100 the percentage of the
portfolio that overlaps with the comparative index. An active share of 100 indicates no overlap with the index
and an active share of zero indicates a portfolio that tracks the index.
Shareholder information
Annual Report and Financial Statements 2025
120
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow money
to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders’ assets is
called ‘gearing’. If the Company’s assets grow, the shareholders’ assets grow proportionately more because the
debt remains the same. But if the value of the Company’s assets falls, the situation is reversed. Gearing can
therefore enhance performance in rising markets but can adversely impact performance in falling markets.
Gross gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds.
31 December 2025 31 December 2024
Borrowings at book value £94,756,000 £94,742,000
Shareholders’ funds £878,626,000 £952,693,000
Gross gearing 11% 10%
Equity gearing is the Company’s borrowings adjusted for cash, bonds and property expressed as a
percentage of shareholders’ funds.
31 December 2025 31 December 2024
Borrowings at book value £94,756,000 £94,742,000
Less: cash and cash equivalents (£3,521,000) (£2,818,000)
Less: bond investments (£16,169,000) (£11,058,000)
Less: direct property investments (£90,350,000) (£95,450,000)
Adjusted borrowings (£15,284,000) (£14,584,000)
Shareholders’ funds £878,626,000 £952,693,000
Equity gearing (2%) (2%)
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers (AIFM) Regulations, leverage is any method
which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is
expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a
gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are offset against each other.
Collar and cap
A clause in a lease agreement which sets out the minimum (collar) and maximum (cap) limits by which rent
can be increased during rent review negotiations.
Unexpired lease term
The length of time remaining on a rental lease agreement. Rental lease agreements may contain a break
clause allowing one or both parties to agree to end the lease agreement at an earlier date.
Energy performance certificate (EPC)
An energy performance certificate rates a property’s energy efficiency from A (most efficient) to G (least
efficient). This certificate indicates potential energy costs, environmental impacts and is vital in promoting
energy efficiency.
The Scottish American Investment Company P.L.C.
121
Company details
saints-it.com
Company Registration No. SC000489
ISIN: GB0007873697
Sedol: 0787369
Ticker: SAIN
Legal Entity Identifier:
549300NF03XVC5IFB447
Company
information
Directors
Chairman:
Lord Macpherson of Earl’s Court, GCB
Karyn Lamont, CA
Dame Mariot Leslie
Angus Macpherson
Christine Montgomery
Padmesh Shukla
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
T: +44 (0)370 707 1282
Alternative Investment
FundManagers and
Company Secretaries
Baillie Gifford & Co Limited
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
T: +44 (0)131 275 2000
bailliegifford.com
Depositary
The Bank of New York Mellon
(International) Limited
160 Queen Victoria Street
London EC4V 4LA
Company Broker
Winterflood Investment Trusts
The Atrium Building
Cannon Bridge
25 Dowgate Hill
London EC4R 2GA
Independent Auditor
Ernst & Young LLP
Chartered Accountants
and Statutory Auditors
Atria One
144 Morrison Street
Edinburgh EH3 8EX
Further information
Client Relations Team
Baillie Gifford & Co
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
T: +44 (0)800 917 2113
enquiries@bailliegifford.com
Registered Office
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000
saints-it.com