Annual
Report
Year to 31 March 2025
www.stsplc.co.uk
What we do
STS Global Income & Growth Trust plc (the
‘Company’ or ‘STS’) is a UK-based investment
trust, managed by Troy Asset Management
Limited (the ‘Manager’ or ‘Troy’), which invests in
a portfolio of global equities. It aims to meet the
needs of investors looking for a growing level of
income and steady capital growth over the long
term, whilst also wanting to preserve the value
of their money.
A quality investment approach
The Company seeks to invest in a small number
of companies (typically 30 – 50 companies)
which the Manager deems to be high-quality
and hold them for very long periods to capture
the compounding power of those companies.
Dependable income
The Company aims to provide a steady,
regular income with the intention of growing
this consistently from year to year. Dividends
are paid quarterly in April, July, October
and January.
Experienced team
The Company is co-managed by James Harries
and Tomasz Boniek. James has more than
20 years’ experience of managing global income
portfolios and joined Troy in 2016. Tomasz has
13 years’ investment experience and has been
helping manage global income portfolios with
James for 8 years, having joined Troy in 2017.
Discount management
The Company introduced a discount control
mechanism in November 2020 which aims to
ensure, in normal market conditions, that the
shares trade consistently close to their net asset
value, providing liquidity for all shareholders.
Under the discount control mechanism, the
Company has committed to buying back shares
when there is excess supply and issuing shares
when there is excess demand.
Independent oversight
The Company is overseen by an independent
Board. By engaging with and listening to
shareholders, the Board ensures that the
Company continues to offer a distinctive
investment proposition that is relevant to
investors’ needs.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
About STS Global Income & Growth Trust
www.stsplc.co.uk
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 1
Governance Financial review Investor informationOverview
Overview
Financial highlights 2
Chairman’s statement 4
Manager’s review 6
Portfolio summary 11
Portfolio holdings 12
Strategic report 13
Board of directors 20
Governance
Report of the directors 22
Corporate governance statement 29
Directors’ remuneration statement 36
Audit and Risk Committee report 39
Financial review
Independent auditor’s report 42
Statement of comprehensive income 49
Statement of financial position 50
Statement of changes in equity 51
Statement of cash flow 52
Notes to the financial statements 53
AIFMD disclosures (unaudited) 66
Investor information
Alternative performance measures 67
Glossary of terms 69
Ways to invest in the company 70
Notice of annual general meeting 71
Easy access to information 74
Corporate information 75
Contents
Information disclaimer
This report is produced for members of the Company with the purpose of providing them with information relating to the
Company and its financial results for the period under review. This report contains subjective opinion, analysis and forward looking
statements which, by their very nature, involve uncertainty. Events beyond the control of the Board and the Company may affect
actual future results which may therefore differ to those indicated within this historical report. Market and currency fluctuations may
occur which may in turn have an impact on the value of the Company’s underlying investments in the future. Past performance is no
guarantee of future performance. Investments are not guaranteed and you may not get back the amount you originally invested.
Neither the Board nor the Company take responsibility for matters outside of their control.
2 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The objective is to deliver rising income and long-term capital growth through investment
in a balanced portfolio constructed from global equities.
Dividend
Dividend per share (pence)
(pence)
2015 2016 2017 2018 2019 2020 2021 2022 2023
2024
6.54
8.37
4.90
5.80
5.95
6.10
6.25
6.41
5.70
5.88
6.20
2025
0
1
2
3
4
5
6
7
8
9
Dividends per share rounded to two decimal places.
Long-term capital growth
(%)
Net asset value total returnˆ
Share price total returnˆ
Mar 25Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15
230
210
190
170
150
130
110
90
Source: LSEG Datastream.
ˆ Alternative performance measures – see pages 67 and 68 for further information.
A total annual dividend
of 8.37p, an increase
of 28% from 2024
and 47% from 2021,
when the dividend was
rebased following the
change of manager.
Over the last ten years,
shareholders have enjoyed
a 129% increase in share
price (total return).
The share price return has
been positive in eight out
of the last ten years even
through some of the most
turbulent market conditions.
Financial highlights
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 3
Overview Governance Financial review Investor information
Total returnsˆ (including reinvested dividends)
Year ended
31 March 2025
%
Year ended
31 March 2024
%
Net asset value per share 10.9 4.8
Share price 10.9 6.1
Lipper Global – Equity Global Income Index 4.5 11.5
Key data
As at
31 March 2025
As at
31 March 2024
Net asset value per share (cum income)ˆ 243.10p 223.71p
Net asset value per share (ex income)ˆ 239.26p 222.86p
Share price 239.00p 220.00p
Discountˆ 1.69% 1.66%
Net assets £294,545,000 £314,353,000
Income
Year ended
31 March 2025
Year ended
31 March 2024
Revenue return per share 6.74p 6.08p
Dividend per share 8.37p 6.54p
Ongoing chargesˆ
Year ended
31 March 2025
Year ended
31 March 2024
Ongoing charges 0.80% 0.96%
ˆ Alternative performance measures – see pages 67 and 68 for further information.
Five-year record
Annual total returns (including dividends reinvested) over 12 month periods to 31 March
2025 2024 2023 2022 2021
Net asset value per share 10.9% 4.8% (1.8)% 16.8% 28.5%
Share price 10.9% 6.1% (4.8)% 17.4% 23.7%
Source: LSEG Datastream.
4 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The Board’s culture is firmly rooted in delivering
shareholder value. The Board believes that the
significant buyback programme, the proposed
dividend, and the strong investment performance
this year are all aligned with that goal.
Introduction
I am pleased to report that shareholder returns for the year
to 31 March 2025 were not only positive but also ahead of
both our benchmark and the peer group – a strong result
in a challenging and fast-evolving global environment.
Delivering value to our shareholders remains the Board’s
central focus. This year, I would like to highlight two actions
that reflect our ongoing commitment to this.
The Company bought back 19.4 million shares during
the year at a total cost of £43.9 million and at an average
discount of 1.4%, with a net benefit of £564,000 to
shareholders after costs. The buyback amounts to 13.8%
of the shares in issue on 31 March 2024. By any standards
this is a significant purchase and the share price discount to
NAV was 1.7% at the start and end of the year.
This purchase represented a significant use of
shareholders’ capital and provided liquidity and value to
the minority of shareholders who chose to sell shares. The
Board is minded to enhance the benefits for the majority of
shareholders who choose to remain invested.
Dividend and dividend policy
The Board has carefully considered both the dividend
payment for the year and the future dividend policy.
A fourth quarterly dividend of 3.61p per share has been
declared. This will bring the total dividend for the year to
8.37p, an increase of 28.0% over the previous year. The
8.37p dividend represents a yield of 3.5% on the closing
share price as at 31 March 2025.
In setting the dividend the Board believes it has achieved
the following:
• The dividend yield of the Company will be in line with
the yield of competing investment companies.
• It is set at a sustainable level.
• It is at a level from which it can rise reflecting growth in
portfolio earnings.
• It makes appropriate use of distributable reserves.
• It does not impinge on the investment flexibility of
the Managers.
Quarterly dividends in the current year will be increased
in order that shareholders receive the higher dividend
payment level at the earliest opportunity. It is intended
that the first quarterly dividend for the 2026 year will be at
least 2.00p.
Chairman’s statement
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 5
Overview Governance Financial review Investor information
Investment returns
The Company delivered a total return of 10.9% over the
year, comfortably ahead of the Lipper Global – Equity
Global Income Index, which returned 4.5%. This strong
relative performance reflects the impact of the portfolio’s
positioning as market drivers began to broaden beyond the
narrow group of large US technology stocks that led returns
in prior years.
Following an initially positive reaction to the election of
President Trump, US equity markets retreated as greater
consideration was given to the likely economic impacts of
the tariff policies being proposed by the new Administration.
Since your Company’s year-end equity markets throughout
the world have shown a significant rise in volatility. The
negotiating tactics employed to agree tariff levels are short
term noise but the eventual outcome is likely to be higher
tariff levels on trade than have been seen in a century. The
economic impacts of tariffs are negative and lower economic
growth will be one effect. Bond and equity markets across
the globe are taking time to adjust to the new norm.
However, your Company’s portfolio has been relatively well
placed against the recent market background.
Board composition
I will retire as Chair and as a director of the Company at the
forthcoming AGM on 23 June 2025. I joined the Board in
2016 and have now completed nine years as a director.
Sarah Harvey will take over the role of Chair, having
been appointed a director in 2018. Sarah has a wealth
of corporate experience and will bring a fresh perspective
to the role. Alexandra Innes will assume the role of
Senior Independent Director and Bridget Guerin will
take over from Sarah as Chair of the Marketing and
Communications Committee.
Due to a combination of factors, and in particular the
merger with Troy Income & Growth Trust in 2024, STS will
have an all-female Board after my departure. Though this
will leave the Board in compliance with the FCA Listing
Rules and the FTSE Women Leaders Review, we would
like to have better gender diversity, and this issue will be
addressed in the coming years.
At the same time, our Board’s culture is firmly rooted in
delivering shareholder value. The Board believes that the
significant buyback programme, the proposed dividend,
and the strong investment performance this year are all
aligned with that goal.
In a year when several investment trusts have come under
pressure due to the perception that they have failed to
deliver value for shareholders, our actions stand in contrast
and demonstrate clear accountability to shareholders.
Sarah and I are always happy to engage with shareholders
who would like to discuss any aspect of the Board’s
composition or strategy in more detail.
Outlook
Equity and bond markets are currently trying to adjust to
a more uncertain economic outlook.
Your Managers are seeing many opportunities to invest
in their chosen companies at valuation levels not seen for
many years. They are committing capital at these levels
with their usual long term holding period in mind. Sharp
movements in markets offer opportunities and it is not
a time to spectate. I am confident that your Managers
are managing the portfolio to best advantage in these
uncertain times.
John Evans
21 May 2025
6 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
In the last 12 months we have been able to increase
the quality and underlying growth of the portfolio
whilst maintaining an attractive level of income for
shareholders by investing into a number of excellent
businesses at very attractive valuations.
The Company’s share price returned 10.9% over the year to
31 March 2025, ahead of the return from the Lipper Global
– Equity Global Income Index of 4.5%. Since the inception
of Troy’s management, the Company has returned 34.7%,
slightly behind the peer return of 39.6%.
Global equity markets made steady progress over the period
under review, albeit unspectacular when compared to the
exceptional gains of the previous two years. Importantly, the
portfolio delivered solid returns and growth in underlying free
cash flow to support the Company’s growing dividend.
Longstanding investment Paychex had a strong year. This is
a US software company engaged in the delivery of payroll
and human resources management including benefits and
insurance. The US economy proved to be more robust than
many expected last year, leading to a healthy employment
backdrop which supports activity for this company. A further
fillip was provided by fewer interest rate cuts than were
predicted by markets from which the company benefits via
its management of client cash. The shares have delivered an
excellent return for the Company over the years, balanced
between income and capital and we expect this to continue
for years to come.
Following a change of management and a reinvigoration
of the business, investors have become more enthused by
the prospects for Unilever to the benefit of the shares. The
company enjoys formidable competitive advantages from
owning a number of well recognised global consumer brands,
such as Dove, Knorr and Marmite, as well as the scale and
depth of manufacturing and distribution to support these
brands. However, in recent times the company has struggled
to deliver growth. We believe the new CEO, Fernando
Fernandez, who himself replaced the relatively new previous
CEO Hein Schumacher, has the right attributes to drive
change in the organisation to address this and improve
shareholder returns.
Formally called the Chicago Mercantile Exchange, CME
Group was a positive contributor. The company is very
well placed to benefit from the structural increase in the
use of futures and options to manage risk in portfolios.
It also benefits from greater volatility in markets, as well
as increased government debt issuance, both of which
we expect. The shares have further benefited from the
launch, and then subsequent failure to gain traction of a
rival exchange. This highlighted once again the strong,
competitive advantages and dominant market position
CME Group commands.
The strongest contributor to the return for the year was the
consumer staples sector which makes up a material part of
the portfolio. These gains were led by Philip Morris and British
American Tobacco (‘BAT’) which appreciated by 74.9% and
43.9% respectively in the year. In each case investors have
rewarded the companies for the resiliency of their cashflows
and gained greater confidence in the sustainability of their
business models.
Both companies are transitioning from the traditional
business of selling combustible products to distributing
a range of dramatically less harmful products. In the case
of Philip Morris, they have developed the premier global
heat-not burn product called IQOS and, via the acquisition of
Swedish Match, have a rapidly growing modern oral product
named Zyn. This should allow the company to increase both
free cashflow growth and margins in the long term. BAT is
strategically some way behind Philip Morris but should benefit
from similar trends in time. This is not yet reflected in the
valuation of the shares which trade at a very wide discount to
its better managed peer. We see plenty of scope for this to
close to the benefit of the shares. Further upside is possible
from the sale over time of BAT’s stake in Indian fast moving
consumer goods (‘FMCG’) company ITC, the proceeds from
which may be used to buy back shares.
Manager’s review
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 7
Overview Governance Financial review Investor information
The two greatest detractors from performance were both
spirits companies Diageo and Pernod Ricard. Diageo is a
long-term investment in the Company whereas Pernod Ricard
is a newer addition. We like these businesses long term as
spirits brands give rise to greater consumer loyalty than wine
or beer. Further, the trend towards drinking less but better
has seen spirits enjoy a greater share of consumption, with
premiumisation further improving margins. Recently these
structural advantages have been challenged by offsetting
structural and cyclical trends that have worried investors.
Structurally it is feared that the consumption of spirits may
be reduced owing to the widespread adoption of GLP-1
drugs which suppress appetite. Further, it is thought younger
consumers are now more health conscious and less inclined
to drink alcohol. Additionally, there is some concern that the
legalisation of cannabis may lead to some substitution of
consumption. To these structural concerns have been added
cyclical fears: the boom in consumption and stocking up of
spirits during COVID-related lockdowns has been followed by
a mini-bust.
Our view is that, though these concerns have some merit,
they do not invalidate the long-term investment case for these
companies, especially following the material de-rating
1
of the
sector. We believe demand will recover and inventories will
normalise in time. GLP-1 drugs may impact consumers while
on the medication, but it may, we believe, be a temporary
effect (human nature tends to be surprisingly consistent
in some respects). Evidence suggests that the young are
delaying consumption, but that this tends to revert to more
familiar trends when people either have children or enter the
workplace. As regards cannabis, it is thought to be consumed
in different “use occasions” and so is arguably less impactful
than feared. More recently the tariff wars have hurt sentiment
as well, potentially, as profitability for a time.
In our experience the narrative and sentiment surrounding
an industry or business follow share prices. The more they
fall the more negative the surrounding comment. It is worth
remembering, however, that you cannot have good news and
attractive prices. These companies are dealing with plenty of
bad news, including tariffs, but we think in time that current
valuation levels will be seen as having been a long-term
buying opportunity.
We bought Canadian National Railway last year and have
added to it recently. We view this as an excellent strategic
asset that is impossible to replicate. It has long benefitted
from both the increasing productivity of its network with the
application of technology and its pricing power owing to its
oligopolistic position and lack of substitutes in certain regions
and for certain types of cargo. It also benefits from being
1 De-rating refers to a decline in a company’s valuation. For instance, a stock that traded on a price-to-earnings multiple of 20x but now trades on 15x is said
to have de-rated.
the only transcontinental railway in North America running
from the Atlantic (Halifax), to the Pacific (Vancouver) to the
Gulf of Mexico (or should that be America?) in New Orleans.
The shares have been weak for several one-off reasons such
as wildfires and floods and a more persistent problem relating
to labour relations. Tariffs are also unwelcome. Despite this we
believe the combination of value, predictability and resiliency
of free cash flow and income renders this is an appropriate
long-term investment for the Company.
Pepsi also appeared in the list of detractors to performance.
With an impressive track record of dividend growth,
a dominant market position in the US snacking industry and
a long-term opportunity to grow in the rest of the world, this
is a high-quality global income asset. A combination of a fuller
starting valuation and, like the spirits companies, concerns
around GLP-1 adoption has made for a lacklustre return.
Free cash flow growth has been constrained by a capital
investment programme that should in time reap rewards.
We would expect this to be evident in the coming months.
Meanwhile the durability of the business should not be
overlooked given the current policy and market backdrop.
Finally, Microsoft declined in this period following years
of strong returns. In part this was owing to the sharp sell
off in the very large technology companies that have led
the US equity market higher in recent years. A change
in market sentiment against the so-called Magnificent 7
(of which Microsoft is a part) was inevitable at some stage.
More fundamentally, however, there is rising scepticism
surrounding the efficacy of the massive investments made
in the build out of artificial intelligence (‘AI’) infrastructure.
Microsoft is deploying AI and has been a direct beneficiary
of this capital splurge via its hyper-scale cloud business. It was
therefore exposed to this shift in sentiment. The scale and
diversification of Microsoft suggests this is a manageable
challenge and that the combination of predictable growth
and quality justifies the current valuation. This leads us to
retain the position despite shorter term market pressures.
Portfolio activity
Within the overall trend of a rising equity market, several
opportunities have presented themselves for investment
this year. We are continuously seeking to increase the quality
and underlying growth of the portfolio whilst maintaining
an attractive level of income for shareholders. In the last
12 months we have been able to pursue this objective by
investing into a number of excellent businesses at very
attractive valuations.
8 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The most significant new holding established in the year was
the Spanish software company Amadeus. The company is
a leading provider of IT solutions for the global travel and
tourism industry. It operates two main business segments:
distribution and IT solutions. The distribution segment
connects travel providers with travel agencies and other
intermediaries. The IT solutions segment offers software and
cloud-based platforms that help airlines to manage their
operations and hotels to manage their reservation systems.
We believe that Amadeus has a strong competitive position
in both segments, benefiting from high barriers to entry,
network effects, and economies of scale. In the IT solutions
business, Amadeus’s competitive position has improved since
COVID. Its competitors are losing business as they cannot
match Amadeus on research and development spending.
Additionally, some of them are dealing with financial
problems that we believe will further hamper their ability to
compete effectively.
Air travel, after the significant COVID disruptions, is forecast
to grow ahead of GDP. Amadeus has a dominant market
share, and we consider the company to be well placed to
benefit as spending increases with its existing customers.
In the hospitality sector, Amadeus is making significant
progress with its reservation system. Given the above we
believe Amadeus to be significantly undervalued and have
established a meaningful holding in the Company.
We also established a new investment in Rentokil Initial. Some
will remember this business, managed by Clive Thompson
in the 1980s and 1990s. It became a conglomerate via
acquisitions, earning Mr Thompson the nickname “Mr 20%” –
referring to what became to be expected of him – the delivery
of 20% earnings per share growth each year – until it was not
and ended badly. The shares fell by 92% between 1998 to
2009. Today it is a much better business. Under Andy Ransom
the company is focussed on commercial and residential pest
control, where it has become the global leader as well as the
largest player in the lucrative US market. It also has smaller
businesses engaged in facilities management, providing
washroom hygiene equipment and workwear.
Pest control is an inherently attractive industry (at least
from an investment standpoint) given the resilient, repeat,
non-discretionary nature of spending in this category, often
mandated by regulation, leading to high recurring revenue
and decent growth. Further, per capita pest control spend
increases as countries develop, and a warming planet may
even further bolster demand. Companies in the sector also
enjoy durable competitive advantages. Scale and local
density of operations lead to a superior cost and productivity
as well as brand equity.
The second largest competitor in the US, Rollins (which
admittedly is purely focussed on pest control in one
geography), trades at a very substantial premium to its UK
peer. Some of the reason for this premium is that Rentokil
has temporarily stumbled following the acquisition of the US
pest business called Terminix. At Troy we are generally wary
of large corporate deals, and this was no exception, leading
us to refrain from investing while the deal progressed. The
valuation of the shares subsequently declined as teething
problems became apparent. However, we believe these
issues will ultimately be solved. In the meantime, we are
being given the opportunity to invest in a high-quality global
income asset at a tantalising valuation.
Coloplast is a leading global medical device company listed
in Denmark. It has been in the Troy investment universe for
several years and was recently established as an investment
in the Company. With dominant positions in Europe and a
growing US presence, the company designs, manufactures
and markets ostomy care systems, disposable containment
devices and intermittent catheters for continence care. They
have also acquired an innovative business, called Kerecis,
which uses fish skin in wound care.
The nature of the intimate products Coloplast makes,
together with their expertise and history of innovation, creates
strong brand recognition among patients and healthcare
providers leading to valuable customer loyalty. The company
has demonstrated strong returns on capital employed as well
as consistent growth over many years. Underlying demand is
increasing as populations age and chronic conditions become
more widespread. The shares have materially derated in
recent years to a level that we think is sufficiently attractive to
establish an investment.
We also started an investment in Siemens. The company is
one of the largest industrial automation and electrification
companies in the world which benefits from several structural
trends. These include the widening and hardening of
electric grids to power greener technologies as well as
the need to improve the efficiency of buildings to reduce
emissions. The business is involved in producing reliable
highly engineered products, which are process critical and
therefore highly costly to the customer if they fail. This
makes for a strong competitive advantage by discouraging
switching to alternative suppliers. They are also a leader in
industrial software. The business is split into four divisions:
Digital Industries (factory automation, industrial controls
and industrial software), Smart Infrastructure (building
technologies and electric power distribution), Mobility (rail
and mass transit systems) and Siemens Healthineers (medical
imaging, diagnostics and advanced therapy equipment).
There is also an internal financing arm.
Manager’s review continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 9
Overview Governance Financial review Investor information
Siemens is going through a process of simplification, which
we believe will unlock significant value. The company has
split out both Siemens Healthineers and Siemens Energy
into separate entities, retaining a stake in each of 70% and
20% respectively. We believe both may be fully spun off
in the future. The resulting core business will likely enjoy
higher returns on capital, lower capital intensity and should
attract a richer valuation. We have seen this with several
other industrial businesses in recent times, GE being the
best example.
These purchases were funded via the complete sale of several
investments; Proctor & Gamble and Fastenal were both sold
on valuation grounds. We continue to like both businesses,
and they retain their place in the Troy investment universe,
but there is a price at which new ideas such as those outlined
above will likely make better investments.
Cisco has been a long-term investment in the Company and
has delivered attractive returns over that period. The original
investment case was that the company had a very strong
market position in servers but also that the business would
increasingly migrate towards software products. This second
leg has not evolved quite as we would have hoped. More
recently the share price has appreciated because of investors’
excitement regarding all things AI related. While we do think
Cisco will capture some of the current AI capital expenditure
boom, we think this became adequately reflected in the
valuation of the shares, giving us an opportunity to sell.
Domino’s Pizza was sold after having been held for several
years, owing to a change in the investment case. The new
management team have indicated that they wish to make
a substantial acquisition to add a new brand to the current
Domino’s business. This would morph the company from
a vertically integrated pizza delivery business to more of a
platform business with multiple brands. While this may make
long term strategic sense, we think it would come with much
greater risk to both the business and more importantly to
existing shareholders. A strategic acquisition may require
either a substantial equity raise or a highly levered balance
sheet which would put the dividend at risk. As a result, we
decided to sell.
Johnson & Johnson was sold to part-fund the purchase
of Coloplast. We believe Coloplast is a superior business
as well as offering faster growth. Johnson & Johnson, as a
stand-alone entity, is also a less attractive asset following the
spin out of consumer healthcare company, Kenvue.
2 Quantitative easing is a form of unconventional monetary policy in which a central bank purchases longer-term securities (i.e. government bonds) from the
open market in order to increase the money supply and encourage lending and investment. Buying these securities adds new money to the economy, and
also serves to lower interest rates. It also expands the central bank’s balance sheet.
Outlook
The re-election of Donald Trump to the US presidency has set
off a chain of events that few could have predicted and whose
long-term effects may be profound. Global capital markets
are now reacting to communications from the president, or his
acolytes, on a seemingly hour-by-hour basis. While our capital
is allocated across the globe, all eyes are currently on the US
following the announcement of the so-called reciprocal tariffs
on the world. Given that the president appears to change
his mind at will, it is somewhat thankless to make too many
predictions about what may or may not happen. However,
to maintain some perspective it may be worth putting the
current market backdrop in some context.
The inclusion of China into the global trading system in 2001
and the development of an integrated globalised economy
under the auspices of the Pax Americana, led to a shift in
manufacturing to lower cost areas, a restructuring towards
services in the developed world and the relative rise of China.
While this may have been desirable from an economic point
of view, by optimising the ability of economies to pursue their
comparative advantage and companies their cost base, it has
created imbalances and societal pressures. This dynamic was
worsened by policymakers reducing interest rates to 0% and
deploying Quantitative Easing (‘QE’)
2
which pushed up asset
prices (for those with assets). The effect has been to denude
the relative living standards of the least well off. It is into this
despondency that President Trump is tapping.
The new US administration campaigned on a mandate
of disrupting the status quo: geopolitically (via the
threatened breakdown of the rules-based system of post-
war international relations including the fraying of NATO),
economically (through challenging the desirability of
globalisation with the resurrection of protectionism via tariffs),
and in currencies (where having the dollar as the world’s
reserve currency is no longer seen as an exorbitant privilege
but rather as a burden to the US). Each marks a seismic shift of
direction if seen through to conclusion.
The valuation in the US market has been stretched in absolute
terms and relative to government bond markets. This is at a
time of economic and now political uncertainty. The US equity
market represents about 70% of the global index and the
Magnificent 7 around 35% of that. The pain of a reversal of
these trends could be material to both investors who are over-
exposed to this dynamic, as well as the economy, as declining
wealth saps confidence and discourages spending.
10 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Conversely, we believe our portfolio exhibits value, quality
and resilience, together with diversification away from
the risks outlined above, to the benefit of shareholders.
Our conservative approach should enable us to both limit
the worst effects of the current volatility as well as deliver
reliable income growth. This combination could be especially
valuable to shareholders in coming months by avoiding the
requirement to sell assets at inopportune times to cover
current liabilities. This is the cornerstone of our cautious,
income-focussed approach. It allows our shareholders the
opportunity to endure such inauspicious times with greater
equanimity and leave capital undisturbed and invested for the
long term.
At the same time, we are encouraged to see several long-
desired investments beginning to fall to levels of valuation
that we deem attractive. This should enable us, over time,
to add high-quality long-term investments to the portfolio
to drive growth in underlying free cash flow to the benefit
of both capital and income growth. Indeed, since the year
end, we have made several changes to the portfolio owing
to the opportunities presented by market volatility. This
includes making an initial investment in Nike, selling our
remaining holding in Hershey and adding to Diageo, Rentokil
and Siemens.
Unwelcome though the current uncertainty may be, it is likely
to contain the seeds of opportunity for the patient global
income investor.
James Harries
21 May 2025
Manager’s review continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 11
Overview Governance Financial review Investor information
By region (excluding cash)
31 March 2025
%
31 March 2024
%
North America 45.9 51.5
Europe 48.7 42.9
Asia 5.4 5.6
100.0 100.0
By sector (excluding cash)
31 March 2025
%
31 March 2024
%
Consumer staples 32.2 34.3
Industrials 22.3 17.9
Healthcare 14.0 14.3
Information technology 12.4 11.7
Financials 8.8 8.4
Consumer discretionary 4.9 7.8
Communication services 3.5 4.3
Real estate 1.9 1.3
100.0 100.0
By asset class (including cash and borrowings)
31 March 2025
%
31 March 2024
%
Equities 104.6 102.9
Cash 0.5 2.0
Borrowings (5.1) (4.9)
100.0 100.0
Largest 10 holdings
31 March 2025
Market value
£000
31 March 2025
% of total
portfolio
31 March 2024
Market value
£000
31 March 2024
% of total
portfolio
Philip Morris 19,800 6.4 13,179 4.1
Paychex 18,622 6.1 17,374 5.3
British American Tobacco 17,325 5.6 14,458 4.4
CME Group 16,983 5.5 16,245 5.0
Reckitt Benckiser 14,407 4.7 14,113 4.3
ADP 13,586 4.4 14,665 4.5
Amadeus IT 12,609 4.1 – –
Novartis 12,319 4.0 12,574 3.9
Relx 11,351 3.7 14,361 4.4
PepsiCo 11,307 3.7 15,312 4.7
Portfolio summary
Portfolio distribution as at 31 March 2025
12 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Sector Country
Market value
£000
% of total
portfolio
North America 141,207 45.9
Philip Morris Consumer staples United States 19,800 6.4
Paychex Industrials United States 18,622 6.1
CME Group Financials United States 16,983 5.5
ADP Industrials United States 13,586 4.4
PepsiCo Consumer staples United States 11,307 3.7
Microsoft Information technology United States 11,293 3.7
Texas Instruments Information technology United States 9,194 3.0
Canadian National Railway Industrials Canada 9,066 2.9
Medtronic Healthcare United States 8,704 2.8
McDonald’s Consumer discretionary United States 7,878 2.6
Kenvue Healthcare United States 6,385 2.1
Accenture Information technology United States 5,033 1.6
Hershey Consumer staples United States 3,356 1.1
Europe 150,059 48.7
British American Tobacco Consumer staples United Kingdom 17,325 5.6
Reckitt Benckiser Consumer staples United Kingdom 14,407 4.7
Amadeus IT Information technology Spain 12,609 4.1
Novartis Healthcare Switzerland 12,319 4.0
Relx Industrials United Kingdom 11,351 3.7
Unilever Consumer staples United Kingdom 10,625 3.4
Roche Healthcare Switzerland 10,106 3.3
Admiral Group Financials United Kingdom 10,008 3.2
Rentokil Industrials United Kingdom 8,251 2.7
Siemens Industrials Germany 7,825 2.5
Intercontinental Hotels Consumer discretionary United Kingdom 7,269 2.4
Diageo Consumer staples United Kingdom 7,104 2.3
Pernod-Ricard Consumer staples France 6,238 2.0
Coloplast Healthcare Denmark 5,754 1.9
Nestle Consumer staples Switzerland 4,672 1.5
Imperial Brands Consumer staples United Kingdom 4,196 1.4
Asia 16,758 5.4
Nintendo Communication services Japan 10,861 3.5
Link REIT Real estate Hong Kong 5,897 1.9
Total portfolio 308,024 100.0
Portfolio holdings
As at 31 March 2025
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 13
Overview Governance Financial review Investor information
Business model
The Company, as an investment trust, is a UK closed-end
public limited company which invests in a diversified
portfolio of assets meeting certain tax conditions.
The Company has no employees, and the Board
outsources its entire operational infrastructure to third party
organisations. The Board has appointed and oversees Troy
Asset Management Limited (‘Troy’ or the ‘Manager’) as
independent manager to manage the investment portfolio
and Juniper Partners Limited (‘Juniper Partners’ or the
‘Company Secretary’) to provide AIFM, company secretarial
and administrative services and to operate the discount
control mechanism. The Board sets the Company’s strategy,
decides the appropriate financial policies to manage the
assets and liabilities of the Company, ensures compliance
with tax, legal and regulatory requirements and reports
regularly to shareholders on the Company’s performance.
The directors do not envisage any change to this model in
the foreseeable future.
For more information on investment trusts please visit
www.theaic.co.uk.
Purpose and values
Purpose
The Company’s objective is to achieve rising income and
long-term capital growth which it seeks to deliver for
shareholders through investment in a balanced portfolio
constructed from global equities.
Values
Independence: to act independently in the interests
of shareholders.
Sustainability: to ensure that the companies in which the
Company invests are supportive of good environmental,
social and governance practices and that the Manager
encourages continuous improvement in these areas.
Transparency: to report transparently and accurately to
shareholders on the condition, performance and prospects
of the Company.
Culture
The Board considers that its culture of open debate
combined with strong governance and the benefits of
the diverse backgrounds of its Board members is central
to delivering its purpose, values and strategy. The Board
monitors and reviews its culture as part of its annual
evaluation process and monitors the culture within the
Manager to ensure that it is closely aligned with that of
the Company.
Environmental, social and governance (ESG)
The materiality of environmental and social factors has
increased over recent years as individuals and regulators
have sought to differentiate between companies acting in
a responsible and sustainable way and those which are not.
Companies with strong corporate governance and capable
management teams will be better placed to navigate these
changes and create long-term value for shareholders.
The availability of relevant non-financial information and
data has improved, resulting in a commensurate increase
in the Board and Manager’s focus on ESG factors. As such,
the Company’s duty to investors necessitates that analysis
of material ESG risks and opportunities is integrated into
the investment process, which includes engagement with
companies and voting at their AGMs. This is particularly
relevant in relation to climate risk, which the Manager
believes to be both material and systemic.
Both the Board and Manager support the principles of
the 2020 UK Stewardship Code, issued by the Financial
Reporting Council (‘FRC’). These principles typify a high
standard of responsible investment and stewardship
practices. Troy is a signatory to the UK Stewardship Code;
a copy of Troy’s Stewardship Report can be viewed at
www.taml.co.uk. Troy has also been a member of the
United Nations’ Principles for Responsible Investment since
September 2016 and received four out of five stars across
all modules in its latest assessment, further demonstrating
its commitment to upholding responsible investment
practices.
Research process
Troy’s investment approach is conservative, with attention
always paid to the downside risk of any investment. Troy’s
responsible investment approach aims to ensure alignment
with its investment objectives. Central to this is an
assessment of ESG-related risks and opportunities during
the research process.
Since materiality is dynamic, the Manager does not seek
to limit the categories that ESG encompasses. Rather,
the Manager’s aim is to analyse the ESG factors that
are material to each company. Troy does not employ a
prescriptive checklist nor does it seek to score holdings
on ESG grounds. Instead, the ESG risks and opportunities
relevant to each company are qualitatively assessed. Some
of the ESG factors considered are outlined below, though
this is not an exhaustive list.
Strategic report
14 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Climate change Natural capital
Product safety
& responsibility Human capital
Corporate
governance
Carbon pricing,
energy mix,
technological
disruption,
net zero alignment
and physical risk.
Natural resource
management,
biodiversity,
pollution, waste and
circularity.
Product use and
harm, chemical use,
data privacy and
cyber security.
Human rights,
workplace culture and
employee treatment
and empowerment.
Board effectiveness,
management
capability, corporate
behaviour and
business ethics.
Climate change
Troy’s long holding periods and the potential for a changing
climate to impact physical assets and supply chains and cause
wide-spread systemic disruptions, heightens the need for
effective climate change mitigation today to minimise the
physical risks at a future date. While the portfolio’s exposure
to high-impact sectors remains limited given the Manager’s
bias towards capital-light and non-cyclical businesses, the
Manager assesses the transition strategies of all investee
companies in order to limit exposure to unmanaged climate-
related risks as we transition towards a lower carbon economy.
Further information can be found in the Company’s website:
www.stsplc.co.uk/responsible-investing/.
Active ownership (engagement and voting)
Troy’s definition of an engagement is a “constructive and
active dialogue with a specific objective which seeks to
deliver an improved outcome on a material issue”.
Whilst Troy seeks to invest in companies whose business
strength and corporate governance mean they generally
do not require significant shareholder intervention, the
Manager recognises that engagement is an important
aspect of its fiduciary duty. Engagement is generally
conducted proactively but will occasionally be more
reactive if a company takes a course of action that the
Manager feels is counter to the creation of long-term
shareholder value. The impetus to engage may stem from
a breach by the company of generally accepted business
practice norms, Troy’s proxy voting process or integrated
ESG analysis.
As an example of such engagement would be Nestlé.
Troy have been longstanding shareholders in Nestlé since
2009, and have consistently advocated for strong and
independent leadership at the board level. The current Chair,
Paul Bulcke, previously served as CEO, and we believe this
lack of independence does not align with governance best
practice. Retaining former CEOs in the chairman role can
hinder objectivity and renewal at the board level. Troy has
voted against the re-election of the Chair at the last three
AGMs. The recent abrupt leadership transition at Nestlé has
heightened our concerns, particularly regarding the board’s
management of succession planning and the lack of clear
communication to shareholders during this period. This is
especially notable against a backdrop of underperformance,
with recent M&A activity falling short of expectations, slowing
growth in core categories, and increasing leverage—all of
which make effective governance and leadership crucial.
Given our ongoing engagement on the issue of chair
independence, we felt the handling of the leadership
transition warranted escalation. We expressed our concerns
in a letter to Nestlé’s Lead Independent Director, emphasising
the critical role of the Chair in ensuring a smooth transition.
This led to a constructive meeting with the company
secretary in December 2024, during which we reiterated our
governance concerns and encouraged the appointment of an
independent chair. This engagement remains ongoing, and
we are committed to working with the company to advocate
for governance enhancements that align with Nestlé’s cultural
values and will support its long-term success.
The Manager considers (proxy) voting an important part
of its stewardship activities and investment process and
aims to use its voting rights to both safeguard the interests
of investors and encourage environmental and social
sustainability (where these objectives are aligned). The
Manager will seek to instruct votes, on behalf of investors,
on all resolutions for which it has voting authority.
Strategy
Investment policy
The Company’s policy is to invest primarily in global
equities. The majority of the Company’s portfolio is
invested in large capitalisation companies (market
capitalisations over £1 billion). The resulting diversified
portfolio of international quoted companies is focused,
typically containing between 30 and 50 high conviction
stocks selected on the basis of detailed research analysis.
The equity portfolio consists of listed shares and is
diversified across a range of holdings.
The Manager has unconstrained discretion to select stocks
except that:
• no more than 10% of the Company’s gross assets may
be invested in listed investment companies (including
UK listed investment trusts);
Strategic report continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 15
Overview Governance Financial review Investor information
• the Board must approve in advance all investments
in investment schemes which are sponsored by
the Manager;
• the sum of all holdings over 5% of the total portfolio
must not exceed 40% of the portfolio;
• no more than 15% of the total portfolio can be
invested in collective investment schemes, of which no
holding can exceed 10% of the value of the collective
investment scheme; and
• warrants cannot exceed 5% of the total portfolio.
The Company’s exposure to listed equities is set within
a range of 90% to 120% of shareholders’ funds in normal
circumstances.
The Company’s active portfolio management strategy
will inevitably involve separate periods where, at
different times, the Company’s portfolio outperforms and
underperforms the market as a whole.
The performance of the Company is measured against the
Lipper Global – Equity Global Income Index which delivered
a total return for the year end 31 March 2025 of 4.5%.
As an investment trust, the Company is able to finance
part of its operations through bank borrowings (gearing).
The Board monitors such borrowings closely and takes a
prudent approach. Gearing levels are discussed by the
Board and Manager regularly and reviewed at every Board
meeting. Gearing is limited to 20% of shareholders’ funds.
Risk management
Risk management is largely focused on managing investment
risk in accordance with the investment policy guidelines set
by the Board. The Board has established risk parameters for
the Manager within which the portfolio will be managed.
The Board reviews, at each board meeting, the relevant risk
metrics and monitors investment risk on an ongoing basis.
The wider corporate risks relate mainly to the challenges
of managing the Company in an increasingly regulated
and competitive market place. These risks are each actively
managed through mitigation measures which the Board
has put in place and which are discussed on pages 17 to 19
of this report.
Marketing
The marketing strategy seeks to:
• increase demand for the Company’s shares;
• obtain ratings and buy recommendations; and
• grow the profile of the Company across the investment
space.
This is achieved through active promotion by the Manager
and the public relations firm employed by the Company.
The Manager maintains the Company’s website to
provide relevant information relating to performance,
outlook and significant developments as they occur.
The Company regularly produces other engaging materials
for shareholders and potential investors and also hosts an
annual investment trust seminar. The Manager also meets
regularly with existing and potential shareholders.
Financial
The main financial focus is on the management of shareholder
capital; the use of gearing; and the management of the risks
to assets and liabilities of the Company.
The Board’s principal goal for the management of shareholder
capital is to achieve rising income and long-term capital growth.
Dividend policy
The Company’s dividend policy is to provide shareholders
with a regular income paid quarterly in April, July, October
and January.
Gearing and bank facilities
From time to time the Company finances its operations
through bank borrowings. The Board monitors such
borrowings closely and takes a prudent approach.
The Company has a three year multi-currency revolving credit
facility of £20 million, with an additional £5 million accordion
option, and expires on 19 September 2026.
As at 31 March 2025 drawings of £1.5 million; €4.5 million; and
US$12.75 million had been made under this facility.
Duty to promote the success of the Company
The Company is required to provide a statement which
describes how the directors have had regard to the matters
set out in section 172 of the Companies Act 2006 when
performing their duty to promote the success of the
Company, including:
• the likely consequence of any decision in the long-term;
• the need to foster the Company’s business relationships
with suppliers, customers, and others;
• the impact of the Company’s operations on the
community and the environment;
• the desirability of the Company maintaining a
reputation for high standards of business conduct; and
• the need to act fairly as between members of the
Company.
The Board is focused on promoting the long-term success of
the Company and regularly reviews the Company’s long-term
strategic objectives, including consideration of the impact
of the Manager’s actions on the marketability and reputation
of the Company and the likely impact on the Company’s
stakeholders of the Company’s principal strategies.
16 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Strategic report continued
The main stakeholders in the Company are its shareholders,
the Manager, service providers and debt provider, along with
the wider community in which the Company operates. The
Manager also engages with the investee companies where
appropriate, particularly on performance and ESG issues.
The Board regularly considers its stakeholders at Board
meetings and receives feedback on the Manager’s
interactions with them.
• Shareholders – The Board receives regular reports
from the Manager on shareholder engagement, with
the Manager tasked with maintaining regular and open
dialogue with major shareholders. Directors, primarily
through the Chairman, also meet regularly with major
shareholders to understand their views and to help
inform the Board’s decision-making process. The
Company maintains a website which hosts copies of the
annual and interim reports along with factsheets and
other relevant materials. Shareholders are also invited
to attend the AGM and the annual investment trust
seminar run by the Manager at which they have the
opportunity to speak directly with directors.
• Manager – The Manager’s review on pages 6 to 10
details the key investment decisions taken during
the year. The Board works closely with the Manager
to develop and monitor its investment strategy and
activities, not just to achieve its investment objective, but
also to deliver the Company’s values of independence,
sustainability, and transparency. The Board receives
presentations from the Manager at every Board meeting
to help it exercise effective oversight of the Manager and
the Company’s strategy. The Management Engagement
Committee is tasked with reviewing the performance of
the Manager at least annually.
• Service providers – The Board seeks to maintain
constructive relationships with the Company’s key
suppliers, either directly or through the Manager or
the Company Secretary, with regular communications
and meetings. A key relationship is with Juniper
Partners, who provide AIFM, company secretarial and
fund administration services, as well as operating the
discount control mechanism. The Company Secretary
is tasked with maintaining a constructive relationship
with other third-party suppliers, on behalf of the
Company. The Management Engagement Committee
conducts an annual review of the performance, terms
and conditions of the Company’s main service providers
to ensure they are performing in line with Board
expectations and providing value for money.
• Debt provider – On behalf of the Board, the
Manager and Juniper Partners maintain a positive
working relationship with The Royal Bank of Scotland
International, the provider of the Company’s loan
facilities, and provide regular updates on business
activities and compliance with its loan covenants.
• Communities and the environment – The Board
expects good governance standards to be maintained
at the companies in which the Company is invested and
reviews the engagement and voting activities which
are undertaken by the Manager. Further details of the
Company’s purpose, values and strategy are outlined
on pages 13 to 15. The ESG strategy followed by the
Manager is also detailed on pages 13 and 14.
The Board is always mindful of its responsibilities to the
stakeholders of the Company and this forms part of
every Board decision. Specific examples of stakeholder
considerations during the year were:
• Reduction in costs – The ongoing charges ratio for the
year has fallen from 0.96% to 0.80%. This is in part due to
the increase in average net assets of the Company over
the period and also as a result of the lower management
fee rates, as announced in the last Annual Report, which
became effective from 1 April 2024. The Company also
benefited from a management fee waiver in the year, as
described in note 3 of the financial statements. If Troy
had not waived its fee the investment management fee
payable in the year would have been £522,000 higher.
In addition to this, the Board continues to closely
monitor the ongoing costs of the Company to ensure
that these remain competitive for investors. As part of
the annual review of all service providers during the year,
the Management Engagement Committee undertook
an exercise to benchmark the fees and the service
provision to ensure the providers continue to provide
good value for money. In accordance with this, the Board
has agreed to change the provision of registrar services
to Computershare Investor Services PLC, which should
result in ongoing cost savings for the Company and as
part of the overall review of costs to move to more online
communication where possible to reduce unnecessary
posting and printing costs. The Board will continue to
look to achieve savings where possible and considered
appropriate.
• Dividends – In line with the Board’s ambition to provide
consistent and sustainably rising dividends over time,
the Company has continued to pay quarterly dividends,
which have increased by 28.0% from 2024 and by 46.8%
since the dividend was rebased in 2021. This substantial
increase in dividend represents a yield of 3.5% on the
closing share price as at 31 March 2025. The Board
aims to provide shareholders with a combination of a
competitive dividend yield now coupled with growth
of income in the future. The quarterly dividends for the
year ended 31 March 2026 will be increased in order that
shareholders receive the higher dividend payment level
at the earliest opportunity.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 17
Overview Governance Financial review Investor information
• Discount control mechanism – The Board continued the
formal discount control mechanism (‘DCM’) to monitor
the discount/premium levels at which the Company’s
shares are traded. The DCM operates under a policy
whereby shares can only be issued at a premium and
bought at a discount to net asset value. The Board
believes the continued operation of the DCM is very
important for shareholders as it provides liquidity and
reduced discount volatility. Details of shares bought back
in the period under review can be found in note 13 on
page 59. The shares bought back in the year contributed
£564,000 to net asset value.
• Succession planning – The Board regularly reviews
its composition and succession planning ensuring
that there remains an appropriate level of skills and
experience on the Board to provide an effective
oversight structure for the Company’s operations.
In mind of the Board’s policies on tenure, and having
served nine years on the Board, John Evans will retire as
Chair at the 2025 AGM. It is intended that Sarah Harvey
will be appointed Chair, subject to her re-election, with
Alexandra Innes to be appointed Senior Independent
Director, and Bridget Guerin becoming Chair of the
Marketing and Communications Committee.
Principal developments and future prospects
The principal business developments over the course of
the year and an update on the future prospects for the
Company are set out in the Chairman’s statement on
pages 4 to 5 and the Manager’s review on pages 6 to 10.
The future performance of the Company depends upon the
success of the Company’s investment strategy in the light of
economic factors and equity markets developments.
Principal risks and uncertainties
Risk and mitigation
The Company’s business model is longstanding and
resilient to most of the short-term uncertainties that it
faces, which the Board believes are effectively mitigated by
its internal controls and the oversight of the Manager, as
described in the table below. The principal and emerging
risks and uncertainties are therefore largely longer term
and driven by the inherent uncertainties of investing in
global equity markets.
The Board believes that it is able to respond to these
longer-term risks and uncertainties with effective mitigation
so that both the potential impact and the likelihood
of these seriously affecting shareholders’ interests are
materially reduced.
Operational and management risks along with a review of
potential emerging risks, are regularly monitored at Board
meetings and the Board’s planned mitigation measures
for the principal and emerging risks are described in the
table below. As part of its annual strategy meeting, the
Board carries out a robust assessment of the principal and
emerging risks facing the Company, including those that
would threaten its business model, future performance,
solvency or liquidity.
The Board maintains a risk register and also carries out a
detailed risk analysis as part of its annual strategy meeting.
The Board has identified the following principal and
emerging risks to the Company:
Principal risks Mitigation and management
Investment strategy and objectives
– Pursuing an investment strategy to
fulfil the Company’s objective which the
market perceives to be unattractive or
inappropriate may lead to reduced returns
for shareholders and, as a result, the
Company may become unattractive to
investors, leading to decreased demand for
its shares and a widening discount.
The Board formally reviews the Company’s objective and strategy on an
annual basis, or more regularly if appropriate. The Board also receives
updates at each Board meeting from the Manager with regards to the
portfolio and its performance; receives broker updates on the market; and
is updated on the make-up and movements in the shareholder register. In
addition, the Company operates a discount control mechanism; the marketing
and distribution activity is actively reviewed; and the Board and Manager
proactively engage with shareholders on an ongoing basis.
Investment management – If the longer-
term performance of the investment
portfolio does not deliver income
and capital returns in line with the
investment objective and/or consistently
underperforms market expectations, the
Company may become unattractive to
investors.
The Board manages the risk of investment underperformance by relying on
the Manager’s stock selection skills within a framework of diversification and
other investment restrictions and guidelines.
The Board monitors the implementation and results of the investment process
with the Manager (who attends all Board meetings) and reviews data that
shows statistical measures of the Company’s risk profile. Should investment
underperformance be sustained despite the mitigation measures taken by the
Manager, the Board would assess the cause and be able to take appropriate
action to manage this risk.
18 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Strategic report continued
Principal risks Mitigation and management
Macro-economic and market risk –
The Company’s portfolio is invested in
listed equities and is therefore exposed
to events or developments which can
affect the general level of share prices,
including inflation or deflation, economic
recessions and movement in interest rates
and currencies which could cause losses
within the portfolio and increasing finance
and operational costs of the Company.
The Board receives regular updates on the Company’s portfolio and the
investment environment in which the Manager is operating. An explanation
of the different components of market risk and how they are individually
managed is contained in note 18 to the financial statements on pages 61
to 64.
Gearing and leverage risk – The
Company may borrow money for
investment purposes. While this has the
potential to enhance investment returns
in rising markets, in falling markets
the impact could be detrimental to
performance. If borrowing facilities are
not renewed, the Company may have to
sell investments to repay borrowings.
The Company’s gearing is maintained at a conservative and manageable
level. All borrowing facilities require prior approval of the Board and actual
borrowing levels are discussed by the Board and Manager at every meeting.
Details of the Company’s current borrowings and unused facilities can be
found in note 12 to the financial statements on page 59. The Company’s
investments are in quoted securities that are readily realisable and the Board
regularly reviews the liquidity level of the portfolio in order to assess how
quickly, if necessary, the borrowings could be repaid. The Board, through the
Company Secretary, maintains an open and constructive dialogue with the
Company’s lenders to ensure that any renewal of the facilities is co-ordinated
well in advance of the expiration of any existing facilities.
Discount risk – The discount/premium at
which the Company’s shares trade relative
to its net asset value can fluctuate. The
risk of a widening discount is that it may
undermine investor confidence in the
Company.
The Company operates a discount control mechanism which aims to ensure,
in normal market conditions, the Company’s shares trade, on a consistent
basis, at or very close to net asset value. The Board reviews the operation
of the discount control mechanism at each Board meeting and maintains a
regular dialogue with Juniper Partners (which manages the policy on behalf of
the Board) in respect of any issues or buybacks under the policy.
Operational risk – The Company is
dependent on third parties for the
provision of all services and systems.
Any fraud, control failures, cyber threats,
business continuity issues at, or poor
service from, these third parties could
result in financial loss or reputational
damage to the Company.
The Board carries out an annual evaluation of its service providers and
gives regular feedback to the Manager and Company Secretary through
the Management Engagement Committee. The Board receives and reviews
control reports from all service providers where appropriate. Periodically, the
Board requests representatives from third party service providers to attend
Board meetings to give the Board the opportunity to discuss the controls that
are in place directly with the third-party providers.
Accounting, legal and regulatory –
In order to continue to qualify as an
investment trust, the Company must
comply with the requirements of section
1158 of the Corporation Tax Act 2010.
Breaches of the UK Listing Rules, the
Companies Act or other regulations with
which the Company is required to comply,
could lead to a number of detrimental
outcomes.
The Board considers that, given the regular oversight of this risk carried out
by the Company Secretary and reviewed by the Board, the likelihood of this
risk occurring is minimal. The Audit and Risk Committee regularly reviews the
eligibility conditions and the Company’s compliance against each, including
the minimum dividend requirements and shareholder composition for close
company status.
The Board receives reports from the Manager and Juniper Partners in its
capacity as AIFM and Company Secretary to enable it to ensure compliance
with all applicable rules.
Environmental, social and governance
(‘ESG’) risk – There is increasing
awareness of the challenges and
emerging risks posed by climate change
and the importance and impact of other
ESG issues.
The investment process is focused on ESG issues and, as set out on
pages 13 and 14, this includes an assessment of the potential impact of
climate change. Overall the specific potential effects of climate change are
difficult, if not impossible to predict and the Board and Manager continue to
monitor material physical and transition risks and opportunities as part of the
investment process.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 19
Governance Financial review Investor informationOverview
Principal risks Mitigation and management
Geopolitical risk – The impact of
geopolitical events could result in losses
to the Company.
Geopolitical risks have always been an input into the investment process.
The ongoing conflicts in Ukraine and Gaza have affected global trade and
contributed to volatility in asset prices. This has been further exacerbated by
the recent appointment of President Trump and the uncertainty caused by his
Administration, in particular the from the imposition of increased global tariffs.
The Board seeks to mitigate this risk through maintaining a broadly diversified
global equity portfolio with appropriate asset and geographical exposure.
The Board and the Manager continue to monitor the ongoing heightened
geopolitical risk and are in regular communication on emerging matters which
may impact on the portfolio.
Following the ongoing assessment of the principal and emerging risks facing the Company, and its current position, the
Board is confident that the Company will be able to continue in operation and that the processes of internal control that the
Company has adopted and oversight by the Manager and the Company Secretary continues to be effective.
Key performance indicators
The Board provides certain key performance indicators (‘KPIs’) to monitor and assess the performance of the Company.
The principal KPIs are:
1. Performance comparison
The NAV total return to 31 March 2025 was 10.9% against
the Lipper Global-Equity Global Income Index total return
of 4.5%, resulting in an outperformance of 6.4% (2024:
underperformance of 6.7%).
2. Growth in net assets per share
The growth in net assets per share is measured by the
growth in the cum income NAV per share during the
financial year. The Company’s cum income NAV per share
increased to 243.10p at 31 March 2025, from 223.71p as at
31 March 2024, an increase of 8.7% (2024: increase of 1.5%).
The Chairman’s statement, on pages 4 to 5, and the
Manager’s review, on pages 6 to 10, provide more
information on performance.
3. Ongoing charges
The Board monitors the ongoing charges to ensure it stays
at or below 1.0%. The ongoing charges for the year ended
31 March 2025 were 0.80% (2024: 0.96%) and therefore the
KPI was achieved.
4. Discount
In November 2020, the Board introduced the discount
control mechanism with the aim to ensure, that in normal
market conditions, the Company’s shares trade, on a
consistent basis, at or very close to NAV. At 31 March 2025,
the share price was at a discount of 1.69% (31 March 2024
– discount of 1.66%). The average discount for the year was
1.4% (2024: 0.3%).
The successful implementation of this policy sees shares
being purchased and issued by the Company on a
consistent basis and the intention is to grow the Company
in real terms through share issuances over time.
5. Rising income
The Board aims to achieve rising income through
investment in a balanced portfolio constructed from
global equities.
The annual dividend for the year ended 31 March 2025 was
8.368p, an increase of 28.0% on the annual dividend for the
year ended 31 March 2024 of 6.54p.
Summary of KPIs Target Actual Achieved
1. Performance comparison Total return to exceed the Lipper Global –
Equity Global Income Index
6.4%
4
2. Growth in net assets per share Growth in cum income NAV per share 8.7%
4
3. Ongoing charges Below 1.0% 0.80%
4
4. Average premium/(discount) At or very close to NAV (1.4)%
4
5. Rising income Dividend per share growth 28.0%
4
Approved by the Board
John Evans
21 May 2025
20 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Board of directors
John Evans
Independent Non-Executive Director – Chairman
John has over 40 years of experience in the investment
trust sector as both a manager and subsequently as a non-
executive director. In 1990 John was one of the founders
of Aberforth Partners, a specialist investment management
firm that invests in UK smaller quoted companies, generally
on behalf of institutional investors. Following his retirement
from Aberforth, John has been a non-executive director
and Chair of a number of investment trusts. He joined the
Board of STS Global Income & Growth Trust in February
2016 and was appointed Chairman in November 2019.
As noted in the Chairman’s statement, John has announced
that he intends to retire at the AGM in 2025.
Gillian Elcock
Independent Non-Executive Director – Chair of the
Management Engagement Committee
Gillian has extensive asset management and investment
research experience. She is the founder of Denny Ellison,
an independent investment research and training company,
and was its Managing Director for ten years. Prior to this,
she worked as an equity research analyst for several years
at Putnam Investments and Insight Investment. Gillian is a
non-executive director of International Biotechnology Trust
plc, Octopus Apollo VCT plc and Melrose Industries plc.
She holds an MBA from the Harvard Business School and
MEng and BSc degrees from the Massachusetts Institute of
Technology. She was appointed to the Board of STS Global
Income & Growth Trust in September 2023.
Sarah Harvey
Senior Independent Director – Chair of the Marketing
and Communications Committee
Sarah has extensive experience in corporate strategy,
product and technology, marketing and operations. She
is currently the Chief Development Officer for the NEC
Group, owned by Blackstone Inc, having previously worked
in general management roles for a variety of fast growing,
international scale up businesses including Prodigy Finance
Ltd, Square Inc and Tough Mudder Inc. Her career began
with Bain & Company before working in strategy on a range
of international projects for businesses and not for-profit
organisations. She was appointed to the Board of STS
Global Income & Growth Trust in October 2018. Sarah will
assume the role of Chair of the Board following the AGM
in 2025.
Bridget Guerin
Independent Non-Executive Director
Bridget is currently Chair of Artemis UK Future Leaders
plc, and previously held the position of Chair of Schroder
Income Growth Fund plc, Chair of Troy Income & Growth
Trust plc, and spent eight years on the Board of Charles
Stanley & Co Limited. Bridget has held senior positions
as marketing director at Ivory & Sime plc and Schroders
and was managing director of Matrix Money Management
Limited. She is also Chairman of York Racecourse and is
a non executive director of Beverley Racecourse and also
sits on the board of the Retraining of Racehorses charity.
She was appointed to the Board of STS Global Income &
Growth Trust in March 2024. Bridget will assume the role of
Chair of the Marketing and Communications Committee
following the AGM in 2025.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 21
Overview Governance Financial review Investor information
Alexandra Innes
Independent Non-Executive Director – Chair of the
Nomination and Remuneration Committee
Alexandra is an experienced non-executive director across
listed and private organisations in the finance, real estate,
sport and media sectors. She is a non-executive committee
member at the Bank of England, and a non-executive
director of W1M (L&C Waverton Investment Management
Group) and Schroder Real Estate Investment Trust, as
well as being Senior Independent Director at Facilities by
ADF plc. Previous board roles include Knight Frank LLP,
FTSE 250 Dowlais Group plc, and the All England Lawn
Tennis Club (Championships) Ltd. Alexandra’s international
executive career spanned investment banking, global
capital markets, and investment management, including as
Managing Director of Global Markets at Barclays plc, and
prior to that Director of Corporate & Investment Banking
at Bank of America Merrill Lynch. Alexandra is a Fellow of
Chapter Zero, and a member of the Finance Committee at
University of Cambridge. She holds an MA Hons Economics
from Cambridge University, is a Chartered Member of the
CISI (MCSI), a Green and Sustainable Finance Professional,
Chartered Banker Institute (CCBI GSFP), and holds the
CFA Certificate in ESG Investing. She was appointed to
the Board of STS Global Income and Growth Trust in April
2022. Alexandra will assume the role of Senior Independent
Director following the AGM in 2025.
Brigid Sutcliffe
Independent Non-Executive Director – Chair of the
Audit & Risk Committee
Brigid has significant financial, audit and risk management
governance experience, combined with strategy and
change management expertise. She is a non-executive
director and Audit Chair of Strategic Equity Capital plc, a
non-executive director of Northern Venture Trust PLC, a
member of the Finance Committee of Newnham College,
Cambridge and a Trustee of Muscular Dystrophy UK. She is
a qualified chartered accountant, with an executive career
in professional services and investment banking, and as a
strategic change management consultant. Brigid has been
a non-executive director for a variety of organisations in
the public, private and third sectors over the past 20 years
and has extensive Audit Committee Chair experience.
She holds an MA in Economics from the University of
Cambridge and an MBA from London Business School.
Brigid was appointed to the Board of STS Global Income
& Growth Trust in March 2024.
22 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Report of the directors
The directors present their report and the
audited financial statements of the Company
for the year ended 31 March 2025
Status
The Company carries on business as an investment trust
and its shares are listed on the London Stock Exchange.
The Company has been approved by the HM Revenue &
Customs as an investment trust in accordance with section
1158 of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) (Tax) Regulations 2011. The
Company will continue to conduct its affairs in a manner
which will enable it to retain this status. The Company is
domiciled in the UK and is an investment company within the
meaning of section 833 of the Companies Act 2006. It is not a
close company for taxation purposes.
Revenue and dividends
The net revenue return for the year after expenses, interest
and taxation was £8,660,000 (2024: £5,742,000), equivalent
to a return of 6.74p per share (2024: 6.08p). Interim
dividends totalling 3.172p have been paid during the year
with a third interim dividend of 1.586p paid on 30 April
2025. The directors recommend a fourth interim dividend
of 3.61p per share to be paid on 4 July 2025 to holders
on the register at the close of business on 6 June 2025,
making a total for the year of 8.368p (2024: 6.54p).
Share capital
As at 31 March 2025, the Company had 121,161,415 ordinary
shares of one pence each in issue (2024: 140,517,415) and
54,026,770 ordinary shares held in treasury (2024: 34,670,770).
The Company repurchased 19,356,000 shares into treasury
at a cost of £43.9 million during the year. No shares held in
treasury were reissued during the year.
A special resolution to renew the authorities to issue and
repurchase shares will be put to shareholders for approval
at the AGM.
Directors
The Board currently consists of six non-executive directors.
The names and biographies of the current directors are
set out on pages 20 and 21, indicating their range of
experience as well as length of service. All held office
throughout the year and up to the date of this report.
As noted in the Chairman’s statement on page 5, John
Evans intends to retire at the AGM on 23 June 2025,
with Sarah Harvey succeeding as Chair, subject to her
re-election, when the number of non-executive directors
will fall to five.
In line with best practice all directors stand annually for
either election or re-election at the AGM. New directors
automatically offer themselves for election at the AGM
immediately following their appointment.
The Board considers that it has a balance of skills and
experience relevant to the leadership and direction of the
Company and that all directors contribute effectively. The role
of the Board and its governance arrangements are set out in
the Company’s corporate governance statement on pages 29
to 35 which forms part of this report of the directors.
Management arrangements
The Manager
The Company appointed Troy Asset Management Limited
as investment manager on 12 November 2020. The Board
closely monitors investment performance and the Manager
attends each Board meeting to present a detailed update
to the Board. The Board uses this opportunity to challenge
the Manager on any aspect of the portfolio’s management.
AIFM
The Company appointed Juniper Partners Limited as
its alternative investment fund manager with effect from
12 November 2020. For its services as AIFM, Juniper
Partners receive a fee of 0.015% of the net assets per annum,
subject to a minimum fee of £72,980.
The AIFM has formally delegated the portfolio
management to Troy as detailed below.
Investment management delegation agreement
As Manager, Troy receive an annual management fee of
0.55% of the net assets of the Company up to £250 million
and 0.50% of net assets above £250 million. Troy agreed
to waive the management fee that would otherwise have
been payable by the Company in respect of the assets
transferred from Troy Income & Growth Trust plc (‘TIGT’),
for a period of eighteen months as part of the transaction
which completed in March 2024. In addition, Troy make
a contribution to the cost of the company secretarial and
administration services provided by Juniper Partners.
The investment management delegation agreement shall
be terminable by either party serving six months’ notice.
No compensation is payable to the Manager in the event
of termination of the contract over and above payment in
respect of the required minimum notice.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 23
Financial review Investor informationOverview Governance
Continued appointment of the Manager
The Board, through the work of the Management
Engagement Committee, conducts an annual performance
appraisal of the Manager against a number of criteria,
including operational performance, investment
performance, investment management fees and other
contractual considerations.
Following the review by the Management Engagement
Committee outlined on page 34, the Board considers the
continuing appointment of the Manager to be in the best
interests of the shareholders at this time.
As at 31 March 2025 James Harries and Tomasz Boniek had
an interest in 315,732 and 32,105 shares of the Company
respectively.
Company secretarial, accounting and administration
Juniper Partners provides company secretarial,
accounting and administration services to the Company.
Juniper Partners also operates the Company’s discount
control mechanism.
Depositary and custodian
JP Morgan Europe Limited is the Company’s depositary
and the custodian is JP Morgan Chase Bank N.A. The
depositary’s responsibilities include cash monitoring,
safe keeping of the Company’s financial instruments and
monitoring the Company’s compliance with investment
limits and leverage requirements. The depositary has
delegated the safe keeping function to the custodian.
Shareholder analysis
% of issued
share capital at
31 March 2025
% of issued
share capital at
31 March 2024
Wealth managers 46.1 51.6
D2C Platform 35.5 29.1
Institution 4.9 4.9
IFA Platform 1.9 3.4
Other 11.6 11.0
100.0 100.0
Source: RDIR
Substantial interests
During the year to 31 March 2025 the Company received
notification in accordance with the FCA’s Disclosure
Guidance and Transparency Rule 5.1.2R of the following
interests in the voting rights attaching to the Company’s
issued share capital:
As at 31 March 2025 No. of shares
% issued
share capital
Rathbone Investment
Management 11,740,008 8.4
Since the year end and up to the date of this report, the
Company had not been notified of any changes to the
above table.
As at 20 May 2025, the last practicable date prior to the
printing of this report, the Company has 120,144,415
ordinary shares in issue (excluding treasury shares).
Shareholder and voting rights
Each ordinary shareholder is entitled to one vote on a
show of hands and, on a poll, to one vote for every share
held. The ordinary shares carry a right to receive dividends
which are declared from time to time by the Company. On
a winding-up, after meeting the liabilities of the Company,
any surplus assets would be paid to ordinary shareholders
in proportion to their shareholdings.
There are no restrictions on the transfer of ordinary shares
in the Company other than certain restrictions which may
from time to time be imposed by law (for example, insider
trading law) and there are no special rights attached to
any of the ordinary shares. The Company is not aware of
any agreements between shareholders which may result in
restrictions on the transfer of ordinary shares or the voting
rights attached to them.
Corporate governance statement
The Company’s corporate governance statement is set
out on pages 29 to 35 and forms part of this report of
the directors.
24 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Report of the directors continued
Voting policy
The Company has given discretionary voting powers to Troy.
With respect to voting on behalf of clients, Troy’s policy is to:
• vote at all general meetings of companies in which its
clients are invested;
• ensure in all situations that the economic interests of its
clients are paramount; and
• vote consistently on behalf of all clients who are
invested in the particular company.
The directors are aware that Troy gives consideration to
operational performance, corporate social responsibility
and corporate governance issues, among many other
factors, when investment decisions are taken.
The Board has noted Troy’s adoption of the 2020 FRC
Stewardship Code, and a copy of the Manager’s policies
and voting records can be found at www.taml.co.uk.
Disclosure of information to the auditor
As required by section 418 of the Companies Act 2006
each of the directors of the Company at the time when this
report was approved, confirms:
• so far as each of the directors is aware, there is no
relevant audit information (as defined in the Companies
Act) of which the Company’s auditor is unaware; and
• each of the directors has taken all the steps that they
ought to have taken as a director in order to make
themselves aware of any relevant audit information (as
defined) and to establish that the Company’s auditor is
aware of that information.
UK Listing Rule 6.6.1R
UK Listing Rule 6.6.1R requires the Company to include
certain information in a single identifiable section of the
Annual Report or a cross reference table indicating where
the information is set out. The directors confirm that there
are no disclosures to be made in this regard.
Greenhouse gas emissions
As an externally managed investment company with no
employees, the Company’s greenhouse gas emissions
are negligible. Streamlined Energy and Carbon Reporting
applies to all large companies. However, as the Company
has not consumed more than 40,000 kWh of energy
during the past year, it qualifies as a low energy user and
is exempt from reporting under these regulations.
Going concern status
The Company’s business activities, together with the
factors likely to affect its future development, performance
and position are set out in the Chairman’s statement,
Manager’s review, Strategic report and the Report of the
directors.
The financial position of the Company as at 31 March
2025 is shown on the statement of financial position on
page 50. The statement of cash flow of the Company is
set out on page 52. Note 18 on pages 61 to 64 sets out
the Company’s risk management policies, including those
covering market price risk, liquidity risk and credit risk.
The Company has a three-year multi-currency revolving
credit facility for £20 million, with an additional £5 million
accordion option, which expires in September 2026. As at
31 March 2025 £15.1 million had been drawn under this
facility in the following currencies: £1.5 million, €4.5 million
and US$12.75 million. The Company has adequate financial
resources in the form of readily realisable listed securities
and as a result the directors assess that the Company
is able to continue in operational existence without
the facilities.
In accordance with the 2019 AIC Code of Corporate
Governance, the directors have undertaken a rigorous
review of the Company’s ability to continue as a
going concern. The Company’s assets consist of a
diverse portfolio of listed equity shares which, in most
circumstances, are realisable within a very short timescale.
The directors are mindful of the principal and emerging
risks and uncertainties disclosed on pages 17 to 19 and
also considered the potential impact of increased tariffs.
They have reviewed revenue forecasts (adjusted for
various sensitivities) and they believe that the Company
has adequate financial resources and a suitably liquid
investment portfolio to continue its operational existence
for the foreseeable future, and at least for the period to
31 March 2027, which is at least 12 months from the date
the financial statements are authorised for issue.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 25
Financial review Investor informationOverview Governance
Viability statement
The Company’s business model is designed to achieve
rising income and long-term capital growth through
investment in a balanced portfolio constructed from
global equities unconstrained by geography, sector, stock
or market capitalisation. The business model is based
on having no fixed or limited life provided global equity
markets continue to operate normally. The Board has
assessed its viability over a five year period as it believes
this is an appropriate period over which it does not expect
there to be any significant change to the principal risks
and adequacy of the mitigating controls in place. The
Board considers that this reflects the minimum period
which should be considered in the context of its long-term
objective but one which is limited by the inherent and
increasing uncertainties involved in assessment over a
longer period.
In making this assessment the directors took comfort
from the results of a series of stress tests that considered
the impact of severe market downturn scenarios on the
Company’s financial position. The directors also considered
the following risks to its ongoing viability:
• the principal and emerging risks and uncertainties and
the mitigating actions set out on pages 17 to 19;
• the mitigation measures which key service providers
including the Manager have in place to maintain
operational resilience;
• the challenges posed by climate change;
• the ongoing relevance of the Company’s investment
objective in the current environment;
• the level of income forecast to be generated by the
Company and the liquidity of the Company’s portfolio;
• the level of fixed costs and debt relative to its liquid
assets; and
• the expectation is that the current portfolio could
be liquidated to the extent of 99% within three
trading days.
Based on this assessment, the Board has 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.
Post balance sheet events
Since 31 March 2025, there are no commitments/
contingent liabilities and post balance sheet events which
would require the adjustment of or disclosure in the
financial statements.
Performance, outlook and trends likely to
affect future performance
Please refer to the Chairman’s statement on pages 4 to 5
and the Manager’s review on pages 6 to 10 for an update
on the performance of the Company over the year and
outlook for 2025, together with information on the trends
likely to affect the future performance of the Company.
AGM
The AGM of the Company will be held at 10.30am on 23 June
2025, at the offices of Troy Asset Management, 33 Davies
Street, London, W1K 4BP.
Shareholders are encouraged to vote by proxy. If shares
are not held directly, for example either through a platform
or a wealth manager, investors are encouraged to arrange
for their nominee to vote on their behalf. Questions to the
AGM may be written on the form of proxy in the space
provided, and a written response will be posted on the
Company’s website following the meeting. The Notice of
AGM is included on pages 71 to 73. Resolutions relating to
the following items of business will be proposed:
Remuneration report – ordinary resolution
In accordance with the provisions of the Companies Act
2006 the directors’ remuneration report will be put to
an annual shareholder vote by ordinary resolution. The
vote is advisory in nature and is in respect of the overall
remuneration package which is in place for directors
of the Company, and not specific to individual levels
of remuneration.
Dividend policy – ordinary resolution
As a result of the timing of the payment of the Company’s
quarterly dividends in January, April, July and October,
the Company’s shareholders are unable to approve a final
dividend each year. As an alternative the Board intend to
put the Company’s dividend policy to shareholders for
approval on an annual basis.
Resolution 3, which is an ordinary resolution, relates to
the approval of the Company’s dividend policy which is
as follows:
Dividends on the ordinary shares are payable quarterly in
January, April, July and October. The payment of dividends
in accordance with this dividend policy is subject always
to market conditions and the Company’s financial position
and outlook.
26 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Report of the directors continued
Re-election of directors – ordinary resolutions
Biographical detail of the directors can be found on
pages 20 and 21. In accordance with the principles of good
governance set out in the UK Corporate Governance Code
all directors who will continue following the AGM will seek
re-election. In proposing the re-election of the directors,
the Board has confirmed that, following the most recent
evaluation, each director continues to make an effective
and valuable contribution to the Board and demonstrates
commitment to their role.
Allotment of shares – ordinary resolution
Section 551 of the Companies Act 2006 provides that the
directors may not allot new shares without shareholder
approval. Resolution 11 seeks to renew the directors’
authority to allot shares up to a maximum aggregate
nominal amount of £400,481 (being an amount equal
to one third of the issued share capital of the Company
(excluding treasury shares) as at 20 May 2025, being the
last practicable date before the date of this document).
The Board intends to exercise this power only once the
number of shares held by the Company in treasury is not
sufficient to support share issuance by the Company.
As at 20 May 2025, being the last practicable date prior
to the publication of this document, the Company held
55,043,770 ordinary shares in treasury, representing
approximately 45.8% of the Company’s issued share capital
(excluding treasury shares).
The authority will expire on 30 September 2026 or, if
earlier, at the AGM of the Company to be held in 2026,
unless previously cancelled or varied by the Company in
general meeting.
Disapplication of statutory pre-emption rights –
special resolution
Resolution 12 proposes as a special resolution to continue
the directors’ authority under sections 570 and 573
of the Companies Act 2006 to allot shares for cash in
certain circumstances otherwise than pro rata to all the
shareholders up to an aggregate nominal amount of
£350,376 (representing 20% of the Company’s issued share
capital, including treasury shares as at 20 May 2025, the
latest practicable date before publication of the accounts).
Any issue of shares would be made in accordance with
the Company’s articles of association. The directors issue
new ordinary shares or re-issue shares from treasury only
when they believe it is advantageous to the Company’s
shareholders to do so and for the purposes of operating
the Company’s discount control mechanism. Any such
issue of shares would only be undertaken at a premium to
the NAV at the time of dealing. In no circumstances would
such issue of new ordinary shares or re-issue of shares from
treasury result in a dilution of the net asset value per share.
For the purposes of this resolution, allotment of shares
includes the sale of treasury shares. As at 20 May 2025,
being the last practicable date prior to the publication
of this document, the Company held 55,043,770 ordinary
shares in treasury, representing approximately 45.8% of the
Company’s issued share capital (excluding treasury shares).
Purchase of own shares – special resolution
Each year the directors seek authority from shareholders
to purchase the Company’s own shares. The directors
recommend that shareholders renew this authority by
passing resolution 13.
Any shares purchased pursuant to this authority may be
automatically cancelled or held in treasury pursuant to the
Companies (Acquisition of own shares) (Treasury shares)
Regulations 2003. Resolution 13 specifies the maximum
number of shares that may be acquired being 14.99%
of the issued share capital (excluding treasury shares)
as at 20 May 2025, being the last practicable date prior
to the publication of this document, and the maximum
and minimum prices at which they may be bought and, if
passed, would lapse at the Company’s AGM in 2026.
The main effect of any share buybacks (whether for
cancellation or to be held in treasury) will be to enhance
the net asset value of the remaining ordinary shares, as the
shares will only be acquired at a cost that is less than their
net asset value.
Purchases can provide liquidity for shareholders wishing
to sell their ordinary shares and may have a beneficial
effect on the discount to their net asset value at which the
ordinary shares currently trade. The purpose of holding
some shares in treasury is to allow the Company to re-issue
those shares quickly and cost-effectively, thus providing the
Company with greater flexibility in the management of its
capital base. Whilst in treasury no dividends are payable on
or voting rights attached to the shares.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 27
Financial review Investor informationOverview Governance
Purchase by the Company of its own shares will be
funded either by using available cash resources, by selling
investments in the portfolio or through borrowings. During
the year ended 31 March 2025, the Company bought back
19,356,000 ordinary shares to be held in treasury. As at
31 March 2025, the Company held 54,026,770 shares in
treasury representing 30.8% of the issued share capital of
the Company. As at 20 May 2025 being the last practicable
date before publication of the accounts, the Company
holds 55,043,770 shares in treasury representing 45.8%
of the issued share capital of the Company (excluding
treasury shares).
Notice period for general meetings – special
resolution
The Company’s articles of association enable the Company
to call general meetings (other than an AGM) on 14 clear
days’ notice. In order for this to be effective, shareholders
must also approve annually the calling of meetings other
than AGMs on 14 days’ notice. Resolution 14 will be
proposed at the AGM to seek such approval. The approval
will be effective until the Company’s next AGM, when it is
intended that a similar resolution will be proposed.
The Company meets the requirements for electronic
voting under the Companies Act 2006, offering facilities
for all shareholders to vote by electronic means. The Board
believes it is in the best interests of shareholders for the
shorter notice period to be available to the Company,
although it is intended that this flexibility will be used only
for early renewals of the Board’s authority to issue new
shares or re-issue shares from treasury and only where
merited in the interests of shareholders as a whole.
Recommendation
The directors believe all the resolutions proposed are in
the best interests of the Company and the shareholders as
a whole and recommend all shareholders to vote in favour
of all the resolutions.
The results of the votes on the resolutions at the AGM will
be published on the Company’s website www.stsplc.co.uk.
Statement of directors’ responsibilities
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 the
directors have elected to prepare the financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial
Reporting Standard 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’ (“FRS102”).
Under company law the directors must not approve the
accounts unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the
profit or loss of the Company for that period. In preparing
these financial statements, the directors are required to:
• select suitable accounting policies in accordance with
section 10 of FRS102, and then apply them consistently;
• make judgments and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in
a manner that provides relevant, reliable, comparable
and understandable information;
• provide additional disclosures when compliance
with specific requirements in FRS102 is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the
Company financial position and financial performance;
• state whether applicable UK Accounting Standards,
including FRS102, have been followed, subject to any
material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for 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 also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Under applicable law and regulations, the directors are
also responsible for preparing a strategic report, directors’
report, directors’ remuneration report and corporate
governance statement that comply with that law and
those regulations.
The financial statements are published on the Company’s
website, www.stsplc.co.uk, which is maintained by the
Manager. The maintenance and integrity of the website
is, so far as it relates to the Company, the responsibility of
the Manager.
28 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Report of the directors continued
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with
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 view of the assets, liabilities,
financial position and profit or loss of the Company;
• the annual report, including the strategic report,
includes a fair review of the development and
performance of the business and the position of the
Company, together with a description of the principal
and emerging risks and uncertainties that it faces; and
• the annual report and financial statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the Company’s performance, business model
and strategy.
This responsibility statement was approved by the Board of
directors on 21 May 2025 and is signed on its behalf by:
John Evans
Chairman
21 May 2025
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 29
Financial review Investor informationOverview Governance
Corporate governance
Corporate governance is the process by which the Board
seeks to look after shareholders’ interests and protect
and enhance shareholder value. Shareholders hold the
directors responsible for the stewardship of the Company,
delegating authority and responsibility to the directors to
manage the Company on their behalf and holding them
accountable for its performance.
The Board is ultimately responsible for framing and
executing the Company’s strategy and for closely
monitoring risks. It aims to run the Company in a manner
which is responsible and consistent with our belief in
honesty, transparency and accountability. In our view,
good governance means managing our business well and
engaging effectively with investors. The Board consider
the practice of good governance to be an integral part
of the way it manages the Company and is committed
to maintaining high standards of financial reporting,
transparency and business integrity.
This report, which is part of the Report of the directors,
explains how the Board addresses its responsibility,
authority and accountability.
Compliance with the AIC Code
The Board of the Company has considered the Principles
and Provisions of the 2019 AIC Code of Corporate
Governance (‘AIC Code’). The AIC Code addresses the
principles and provisions set out in the 2018 UK Corporate
Governance Code (the ‘UK Code’), as well as setting
out additional provisions on issues that are of specific
relevance to investment companies. The Board considers
that reporting against the principles and provisions of
the AIC Code, which has been endorsed by the Financial
Reporting Council provides more relevant information to
Shareholders than if it had adopted the UK Code. The AIC
Code is available on the AIC website (www.theaic.co.uk). It
includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the UK Code to make
them relevant for investment companies.
During the year the Company has complied with the
provisions of the AIC Code and the relevant provisions of
the UK Corporate Governance Code.
A revised AIC Code was issued in August 2024, and will
come into effect for accounting periods beginning on
or after 1 January 2025 (with the exception of Provision
34 which will come into effect for accounting periods
beginning on or after 1 January 2026). The Board
will continue to review the Company’s governance
arrangements to ensure ongoing compliance with the
updated AIC Code.
Role of the Board
Investment companies have a board of directors whose
duty it is to govern the Company to secure the best
possible return for shareholders within the framework
set out in the Company’s articles of association – in
other words, to look after the interests of shareholders.
The Board met five times during the year on a formal
basis and on an ad-hoc basis when required, to consider
the Company’s strategy and monitor the Company’s
performance (see table on the next page). The directors
are directly answerable to shareholders.
An investment trust Board provides a very specific and
proactive form of direct oversight of the investment of the
shareholders’ funds.
The Board takes this responsibility extremely seriously
and serves shareholders by ensuring that the interests of
the Manager are aligned as closely as possible with those
of shareholders.
The Board, chaired by John Evans, currently consists of six
non-executive directors, all of whom are considered under
the AIC Code to be independent of the Manager and free
of any relationship which could materially interfere with
the exercise of their independent judgement on issues of
strategy, performance, resources and standards of conduct.
Biographies for all of the directors are on pages 20 and 21,
which demonstrate a breadth of investment knowledge,
business and financial skills which enable them to provide
effective strategic leadership and proper governance of
the Company.
The number of routine Board and committee meetings
attended by each director during the year compared
to the total number of meetings that each director was
eligible to attend is detailed in the table on page 30. The
Board meets formally at least five times a year, and more
frequently where business needs require. In addition, the
Board maintains regular contact with the Manager and
Company Secretary.
The primary focus at regular Board meetings is a review of
investment performance and associated matters including
asset allocation, promotion and investor relations, peer
group information and industry issues. To enable the Board
to function effectively and allow directors to discharge
their responsibilities, full and timely access is given to
all relevant information. In the case of Board meetings,
this consists of a comprehensive set of papers, including
the portfolio manager’s review, performance reports and
discussion documents regarding specific matters. Directors
have made further enquiries where necessary.
Corporate governance statement
30 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The Board sets the Company’s values and objectives and
ensures that its obligations to its shareholders are met.
It has formally adopted a schedule of matters which are
required to be brought to it for decision, thus ensuring
that it maintains full and effective control over appropriate
strategic, financial, operational and compliance issues.
The Board undertakes an annual review of culture, policies
and practices to ensure that they are aligned with the
Company’s values and objectives.
The role of the Chairman and Senior Independent
Director
The Chairman of the Board is responsible for providing
effective leadership to the Board, by setting the tone
of the Company, demonstrating objective judgement
and promoting a culture of openness and debate. The
Chairman facilitates effective contribution, and encourages
active engagement, by each director. The Chairman
also ensures that directors receive accurate, timely and
clear information to assist them with effective decision-
making. The Chairman leads the evaluation of the Board
and individual directors, and acts upon the results of
the evaluation process by recognising strengths and
addressing any weaknesses. The Chairman also engages
with major shareholders and ensures that all directors
understand shareholder views.
The Senior Independent Director acts as a sounding
Board for the Chairman and acts as an intermediary for
other directors, when necessary. Working closely with the
Nomination and Remuneration Committee, the Senior
Independent Director takes responsibility for the annual
appraisal of the Chairman’s performance and is available
to shareholders to discuss any concerns they may have.
Following the AGM, Alexandra Innes will assume the role
of Senior Independent Director.
Committee structure
There are four Board committees: Audit and Risk,
Marketing and Communications, Management
Engagement and Nomination and Remuneration. Terms
of reference for each of the committees are available via
the Company Secretary. Directors who are not members of
committees may attend at the invitation of the committee
chairman. Further details of the work of each committee
and their members is set out on page 34.
Directors’ meetings
The following table shows the number of formal Board and committee meetings held during the year and the number
attended by each director.
Board
(5 meetings)
Management
Engagement
Committee
(1 meeting)
Audit and Risk
Committee
(3 meetings)
Nomination and
Remuneration
Committee
(2 meetings)
Marketing and
Communications
Committee
(2 meetings)
John Evans 5/5 1/1 N/A 2/2 2/2
Angus Cockburn 1/1 0/0 1/1 0/0 0/0
Bridget Guerin 5/5 1/1 3/3 2/2 2/2
Gillian Elcock 5/5 1/1 3/3 2/2 2/2
Sarah Harvey 5/5 1/1 3/3 2/2 2/2
Alexandra Innes 5/5 1/1 3/3 2/2 2/2
Brigid Sutcliffe 5/5 1/1 3/3 2/2 2/2
Mark Little 1/1 0/0 1/1 0/0 0/0
Notes:
1. John Evans, as Chairman, does not sit on the Audit and Risk Committee but attended each of the meetings.
2. Angus Cockburn retired on 27 June 2024.
3. Mark Little retired on 27 June 2024.
Corporate governance statement continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 31
Financial review Investor informationOverview Governance
Directors’ independence and succession
planning
The Board consists of six non-executive directors, each of
whom is considered independent. Directors are initially
appointed until the following annual general meeting
when, under the Company’s articles of association, it
is required that they be elected by shareholders. The
Board has decided that all directors will stand for annual
re-election in line with best practice under the AIC Code.
The Board does not believe that length of service in itself
necessarily disqualifies a director from seeking re-election
but, when making a recommendation, the Board will
take into account the ongoing requirements of the AIC
Code, including the need to refresh the Board and
its committees.
In accordance with the AIC Code, all directors are
considered to be independent of the Manager. They are
free of any relationship which could materially interfere with
the exercise of their independent judgement on issues of
strategy, performance, resources and standards of conduct
and demonstrate a breadth of investment knowledge,
business and financial skills which enable them to provide
effective strategic leadership and proper governance of
the Company.
The Board plans for its own succession with the assistance
of the Nomination and Remuneration Committee. This
process involves the identification of the need for a new
appointment, and the preparation of a brief including
a description of the role and specification of the
capabilities required.
The Nomination and Remuneration Committee may seek
assistance in identifying suitable candidates by appointing
an external recruitment firm. It would typically consider
candidates from a wide range of backgrounds, having
consideration for the diversity of the Board as a whole,
including but not limited to gender and ethnicity. In
planning for a successor to John Evans as Chairman, after
careful consideration by the Committee, it was agreed
that the Company did not need to undergo an external
Chair search.
Tenure
The Board has adopted a tenure policy for all directors,
including the Chairman, which states that the Board
believes that it is an advantage to have the continuous
contribution of directors over a period of time during
which they are able to develop awareness and insight of
the Company and thereby be able to make a valuable
contribution to the Board as a whole. The Board believes
that it is appropriate for a director to serve for up to nine
years following their initial election at their first AGM, and
it is expected that directors will stand down from the Board
after that time. However, a flexible approach to tenure
has been adopted and that period may be extended for
a limited time to facilitate effective succession planning
whilst still ensuring regular refreshment and diversity on
the Board.
Board diversity
The Nomination and Remuneration Committee considers
diversity, including balance of skills, knowledge, gender,
social and ethnic backgrounds, cognitive and personal
strengths and experience, amongst other factors when
reviewing the composition of the Board.
The Nomination and Remuneration Committee does not
consider it appropriate to establish diversity targets or
quotas at this time. However, it is conscious of the diversity
targets set out in the FCA Listing Rules and the AIC Code
of Corporate Governance in appointing appropriately
diverse, independent non-executive directors who set the
operational and moral standards of the Company and aims
to have an appropriate level of diversity on the Board.
In accordance with UK Listing Rule 6.6.6R (9), (10) and (11)
the Board has provided the following information in relation
to its diversity as at 31 March 2025, being the financial year-
end of the Company. The information included in the tables
below has been obtained following confirmation from the
individual directors. As shown in the tables, the Company
met the FCA ethnic diversity target as at 31 March 2025.
The Board will continue to take all matters of diversity into
account as part of its succession planning and aims to have
an appropriate level of diversity on the Board. When making
future appointments, the Board will ensure gender diversity
is a key consideration given the change in gender balance
on the Board following the combination with TIGT and the
subsequent retirement of Directors.
32 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Corporate governance statement continued
Board gender as at 31 March 2025
Number of
Board
members
Percentage
of the Board
Number of
senior positions
on the Board
4
Number in
executive
management
1
Percentage of
executive
management
1
Men 1 17% 1 n/a n/a
Women 5 83%
2
1
3
n/a n/a
Not specified/prefer not to say – – – n/a n/a
Board ethnic background as at 31 March 2025
Number of
Board
members
Percentage
of the Board
Number of
senior positions
on the Board
4
Number in
executive
management
1
Percentage of
executive
management
1
White British or other white
(including minority-white groups) 5 83%
5
2 n/a n/a
Mixed/multiple ethnic groups – – – n/a n/a
Asian/Asian British – – – n/a n/a
Black/African/Caribbean/
Black British 1 17% – n/a n/a
Other ethnic group,
including Arab – – – n/a n/a
Not specified/prefer not to say – – – n/a n/a
1. The number of Directors in executive management is not applicable for an investment trust.
2. This meets the UK Listing Rules target of 40%.
3. This meets the UK Listing Rules target of at least one senior position on the Board to be held by a woman.
4. For the purposes of the UK Listing Rule disclosures only the positions of Chairman and Senior Independent Director are relevant for an investment trust.
5. This meets UK Listing Rules target on ethnic diversity of one ethnic individual.
Induction and training
The Company Secretary provides all directors with
induction training on appointment, tailored to the needs
of individual appointees. The induction programme
includes one-to-one meetings with representatives of the
Manager and the Company Secretary. Regular briefings are
provided on changes in regulatory requirements that affect
the Company and directors. Directors are encouraged
to attend industry and other seminars covering issues
and developments relevant to investment trusts. Board
meetings regularly include agenda items on recent
developments in governance and investment trust issues.
Directors’ indemnity
The Company provides a deed of indemnity to each
director to the extent permitted by United Kingdom
law whereby the Company is able to indemnify such a
director against any defence costs incurred in proceedings
brought by the Company against a director in which the
director successfully defends. The Company also has in
place a director and officer liability insurance policy that is
renewed annually.
Performance evaluation
A formal, annual, appraisal system has been agreed
for the evaluation of the Board, its committees and the
individual directors, including the Chairman. The Board
and Committee evaluation questionnaires are drawn
up by the Company Secretary and completed by each
director. The responses are collated and discussed. The
Chairman leads the evaluation of the Board, committee
and individual directors, including consideration of the
time commitment, skills and experience of the directors,
while the Senior Independent Director leads the evaluation
of the Chairman’s performance. The Board has given
consideration to appointing an external Board evaluator,
however, it does not believe it is necessary at this time. The
results of the evaluation process were presented to and
considered by the Board. There were no significant actions
arising from the evaluation process and it was agreed that
the current composition of the Board and its committees
reflected a suitable mix of skills and experience and each
of the directors have the appropriate time to devote to
the proper performance of their role on the Company.
It concluded that the Board as a whole, the individual
directors and its committees were functioning effectively.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 33
Financial review Investor informationOverview Governance
As a result of the Board’s evaluation process the Chairman
confirms that all directors continue to be effective and their
election/re-election is recommended.
The Board also regularly reviews the performance of the
Manager. The Management Engagement Committee meets
to review the continuing appointment of the Manager
and reviews the terms of the investment management
agreement, to ensure that it remains competitive and in
the best interest of shareholders along with the continuing
appointment of other key service providers.
Company secretary
The Board has direct access to company secretarial
advice and services of Juniper Partners which, through its
nominated representatives, is responsible for ensuring that
Board and committee procedures are followed, and that
applicable regulations are complied with.
Conflicts of interest
Directors are required to disclose all actual and potential
conflicts of interest to the Board as they arise for
consideration and approval. The Board may impose
restrictions or refuse to authorise such conflicts if deemed
appropriate. The Board regularly monitors the interests
of each director and a register of directors’ interests,
including potential conflicts of interest, is maintained by
the Company. Directors who have potential conflicts of
interest will not take part in any discussions which relate
to that particular conflict. The Board considers that the
framework has worked effectively throughout the year
under review.
Anti-bribery
The Board has a zero tolerance policy towards bribery and
ensures that its service providers and associated persons
have adequate anti-bribery policies and procedures in
place which are high level, proportionate and risk based.
In relation to the corporate offence of failing to prevent tax
evasion, it is the Company’s policy to conduct all business
in an honest and ethical manner. The Company takes
a zero-tolerance approach to facilitation of tax evasion
whether under UK law or under the law of any foreign
country and is committed to acting professionally, fairly and
with integrity in all its business dealings and relationships.
Modern slavery statement
The Modern Slavery Act 2015 requires certain companies
to prepare a slavery and human trafficking statement. As
the Company has no employees and does not supply
goods and services, it does not fall within the scope of the
Modern Slavery Act and therefore no slavery or human
trafficking statement is included in the annual report.
Whilst the Company is not within the scope of the Modern
Slavery Act 2015, it has considered its supply chains to be
of low risk. The Company’s supply chain is limited, and
its suppliers include Troy as Manager, Juniper Partners
as AIFM, Company Secretary and administrator and a
number of other professional firms and advisers. The
Company takes a zero-tolerance approach to slavery and
human trafficking and expects all those it deals with to
demonstrate the same attitude.
Relations with shareholders
The Company places great importance on communication
with shareholders. It aims to provide shareholders with
a full understanding of the Company’s activities and
performance and reports formally to shareholders twice a
year by way of the annual report and the half-yearly report.
The net asset value of the Company’s shares is available
daily through the London Stock Exchange and the
Company’s monthly updates are available on the website.
In addition, the Chairman meets major shareholders
annually or as necessary without the Manager present.
The Board monitors the shareholder base of the
Company at every Board meeting. All shareholders have
the opportunity to attend the Company’s AGM and the
Manager’s annual investment trust seminar at which the
directors and representatives of the Manager are available
to meet shareholders and answer questions. The Manager
also presents a review of the Company’s performance and
invites questions from shareholders at both events.
The Manager’s business development team also maintains
regular contact with the Company’s shareholders and
reports regularly to the Board. Shareholders can also
contact the directors throughout the year, through the
Company Secretary.
34 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Corporate governance statement continued
Board committees
Management Engagement Committee
The Committee, chaired by Gillian Elcock and comprising
of all directors, met once during the year and its
responsibilities include:
• reviewing the continuing appointment of the Manager;
• reviewing the performance of the Manager in terms of
investment performance, marketing and administration
services provided;
• reviewing the terms of the investment management
agreement, to ensure that it remains competitive and in
the best interests of shareholders; and
• reviewing the performance of other service providers
to the Company including the Company Secretary,
depositary, registrar and broker.
Nomination and Remuneration Committee
The Committee, chaired by Alexandra Innes and
comprising of all directors, met twice during the year and
its responsibilities include:
• assessing the skills, knowledge, experience and
diversity required on the Board and the extent to which
each are represented;
• establishing processes for the review of the performance
of the the Board and its committees as a whole;
• establishing processes for the identification of suitable
candidates for appointment to the Board;
• overseeing succession planning for the Board,
including the role of Chair;
• reviewing the performance of each director during the
period in which they have been a member of the Board
and considering the recommendation to shareholders
to approve their re-appointment; and
• to consider the directors’ remuneration policy and
approve any changes to directors’ remuneration arising
as a result of such policy.
Marketing and Communications Committee
The Committee, chaired by Sarah Harvey and comprising
of all directors, met twice during the year and its
responsibilities include:
• considering the marketing strategy for the Company
and associated key performance indicators;
• reviewing the Company’s communications with its
shareholders;
• understanding the shareholder register and agreeing
the distribution strategy with the Manager; and
• continued oversight of the service provider’s
compliance with the Consumer Duty.
Audit and Risk Committee
The Committee, chaired by Brigid Sutcliffe, comprises
all the directors save for John Evans, the Company’s
Chairman, who in line with best practice does not
formally sit on the Committee but attends each of the
meetings. The Committee met three times during the year.
Further information may be found in the Audit and Risk
Committee’s report on pages 39 to 41.
Internal control
The AIC Code and the FCA’s Disclosure Guidance and
Transparency Rules require directors, at least annually,
to review the effectiveness of the Company’s system of
internal control and include a description of the main
features relating to the financial reporting process.
Investment management and all administrative services are
provided to the Company by Troy and Juniper Partners,
respectively, the Company’s system of internal control
mainly comprises monitoring the services provided by them,
including the operating controls established by them, to
ensure that they meet the Company’s business objectives.
The Company does not have an internal audit function of
its own, but relies on the risk and compliance department
of both firms. This arrangement is kept under review.
Juniper Partners also carries out a review of the custodial
activities carried out by J.P. Morgan Chase Bank N.A.
The Board, either directly or through its Committees,
reviews the effectiveness of the Company’s system of
internal control by monitoring the operation of the key
controls of main service providers and:
• reviews an internal control report as provided to the
Board annually by the Manager. This report details
significant risks, regulatory issues, error management
and complaint handling;
• reviews the terms of the management agreement;
• reviews reports on the internal controls and the
operations of the Manager, the Company Secretary and
of the custodian; and
• reviews the risk profile of the Company and considers
investment risk at every Board meeting.
There is an ongoing process for identifying, evaluating
and managing the significant risks faced by the Company
including the principal and emerging risks as outlined
on pages 17 to 19. This process accords with the FRC’s
‘Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting’.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 35
Financial review Investor informationOverview Governance
During the course of its review of internal controls, the
Board has not identified or been advised of any failings or
weaknesses which it has determined to be significant, and
is satisfied with the arrangements.
Internal control and risk management systems in
relation to the financial reporting process
The directors are responsible for the Company’s system
of internal control, designed to safeguard the Company’s
assets, maintain proper accounting records and ensure
that financial information used within the business, or
published, is reliable.
Juniper Partners, in its capacity as administrator, has in
place stringent controls that monitor the following activities
within the financial reporting process:
• investment and related cash transactions are
completely and accurately recorded and settled in a
timely manner;
• corporate actions are identified and generated
respectively, and then processed and recorded
accurately and in a timely manner;
• investment income is accurately recorded in the proper
period;
• investments are valued using current prices obtained
from independent external pricing sources;
• cash and securities positions are completely and
accurately recorded and reconciled to third party data;
and
• investment management fees are accurately calculated
and recorded.
The system of internal control can only be designed to
manage rather than eliminate the risk of failure to achieve
business objectives and therefore can provide only
reasonable, but not absolute, assurance against fraud,
material mis-statement or loss.
By the means of the procedures set out above, the
Board confirms that it has reviewed the effectiveness of
the Company’s systems of internal control for the year
ended 31 March 2025, and to the date of approval of this
annual report.
John Evans
Chairman
21 May 2025
36 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Nomination and Remuneration Committee
The Committee has responsibility for setting the
remuneration policy for all directors, taking into account
factors such as time commitment and responsibilities of
the role, with the objective to attract and retain directors
of the quality required to run the Company successfully,
without paying more than is necessary. The Committee
is also responsible for reviewing and setting directors’
remuneration levels.
Remuneration statement
The Board has prepared this report in accordance with the
requirements of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013. An ordinary resolution to approve this
report will be put to the members at the AGM.
Company law requires the Company’s auditor to audit
certain 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 42 to 48.
Directors’ remuneration policy
The Board’s policy is that the remuneration of non-executive
directors should reflect the experience of the Board as a
whole, be fair and comparable to that of other investment
trusts that are similar in size, have a similar capital structure
(ordinary shares and borrowings) and have similar investment
objectives (principally global growth and income). It is
intended that this policy will continue for the year ending
31 March 2026 and subsequent periods. The fees for the
non-executive directors are determined within the limits set
out in the Company’s articles of association and are currently
limited to an aggregate of £250,000 per annum.
Directors are entitled to be reimbursed for any reasonable
expenses properly incurred by them in connection with
the performance of their duties. The Company pays any
UK tax and National Insurance due on the reimbursed
expenses. Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or
other benefits.
Directors do not have a service contract but are provided
with letters of appointment. All directors are appointed
for an initial term covering the period from the date of
appointment until the first AGM at which they are required
to stand for election in accordance with the Company’s
articles of association. Thereafter the directors have chosen
to be re-elected annually. There is no notice period and
no provision for compensation upon early termination of
appointment. The directors’ remuneration policy will be
put to shareholders at least once every three years and was
last approved by shareholders at the AGM in 2023. It will
therefore be put again to shareholders at the AGM in 2026.
Annual report on remuneration
The Nomination and Remuneration Committee considered
the directors’ fees in the context of the benchmark data
from its peer group. To reflect the increasing regulatory
and compliance requirements on the Board; the increased
responsibilities and time commitments; and considering
the level of inflation, with effect from 1 April 2025, it was
agreed that directors’ fees would increase to £32,100 per
annum (2024/2025: £31,200), the Chair of the Audit and
Risk Committee’s fee would increase to £37,500 per annum
(2024/2025: £36,400) the Senior Independent Director’s
fee would increase to £35,100 per annum (2024/2025:
£34,200), and the Chairman’s fee would increase to £48,200
(2024/2025: £46,800).
Directors’ shareholdings (audited)
The directors in office at 31 March 2025 and the number
of shares in the Company over which they held an interest
(including those of connected persons) are listed below.
As at 31 March 2025 2024
John Evans 50,000 50,000
Gillian Elcock 4,390 –
Bridget Guerin 29,290 29,290
Brigid Sutcliffe 16,140 16,140
Sarah Harvey 2,182 568
Alexandra Innes – –
On 14 May 2025, Sarah Harvey acquired 16 shares in the
Company, via a dividend reinvestment plan, and now holds
2,198 shares in total. There have been no other changes to
the above holdings between 31 March 2025 and the date
of this Annual Report.
Approval
An ordinary resolution for the approval of the directors’
annual report on remuneration will be put to shareholders
at the upcoming AGM. At the previous AGM held
on 27 June 2024, the shareholders voted in favour of
the directors’ remuneration report for the year ended
31 March 2024.
Of the proxy votes received, 98.97% of votes were cast in
favour of the directors’ remuneration report (349,298 proxy
votes were cast against the report and 105,941 proxy votes
were withheld).
Directors’ remuneration statement
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 37
Financial review Investor informationOverview Governance
Company performance
A graph showing the Company’s share price total return compared to the Lipper Global-Equity Global Income Index,
over the last 10 years is shown below. This index is deemed to be the most appropriate one against which to measure the
Company’s long-term performance.
Total return (% change over 10 years)
240
21
5
19
0
16
5
14
0
11
5
90
Share price
Lipper*
2023 2024 20252015 2016201720182019202020212022
Lorem ipsum
Source: Troy Asset Management Limited.
* The Lipper Global – Equity Global Income Index is used as a proxy for the market.
Directors’ emoluments for the year (audited)
2024/2025
£
2023/2024
£
2022/2023
£
2021/2022
£
2020/2021
£
John Evans (Chairman of the Board) 46,800 45,000 40,500 39,000 38,500
Angus Cockburn
1
7,680 30,000 26,500 23,458 –
Gillian Elcock
2
31,200 15,808 – – –
Angus Gordon Lennox
3
– – 6,829 25,500 25,000
Bridget Guerin
4
31,200 – – – –
Sarah Harvey (Senior Independent Director) 34,200 33,000 26,500 25,500 25,000
Alexandra Innes
5
31,200 30,000 26,330 – –
Mark Little
6
8,960 35,000 31,500 30,500 30,000
Brigid Sutcliffe
7
35,120 – – – –
226,360 188,808 158,159 143,958 118,500
Notes:
1. Angus Cockburn appointed 1 May 2021, retired 27 June 2024.
2. Gillian Elcock appointed 21 September 2023.
3. Angus Gordon Lennox retired 4 July 2022.
4. Bridget Guerin appointed 28 March 2024.
5. Alexandra Innes appointed 4 April 2022.
6. Mark Little retired 27 June 2024 (formerly Chair of the Audit and Risk Committee).
7. Brigid Sutcliffe appointed 28 March 2024, Chair of Audit and Risk Committee from 27 June 2024.
38 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Directors’ remuneration statement continued
Annual percentage change in remuneration of directors
The table below is a disclosure requirement under The Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019 and sets out the annual percentage change in each director’s remuneration
received in the financial year ended 31 March 2025 compared to the financial years ended 31 March 2024, 31 March 2023,
31 March 2022 and 31 March 2021. The percentage change reflects changes in role and less than full year appointment.
Director
2025
Total fees
% change
2024
Total fees
% change
2023
Total fees
% change
2022
Total fees
% change
2021
Total fees
% change
John Evans (Chairman of the Board)
1
4.0% 11.1% 3.8% 1.3% 21.1%
Angus Cockburn
2
(74.4%) 13.2% 13.0% – –
Gillian Elcock
3
97.4% – – – –
Angus Gordon Lennox
4
– – (73.2%) 2.0% 2.0%
Bridget Guerin
5
– – – – –
Sarah Harvey (Senior Independent
Director) 3.6% 24.5% 3.9% 2.0% 2.0%
Alexandra Innes
6
4.0% 13.9% – – –
Mark Little
7
(74.4%) 11.1% 3.3% 1.7% 1.7%
Brigid Sutcliffe
8
– – – – –
1. John Evans assumed the role of Chairman of the Board on 17 September 2019.
2. Angus Cockburn appointed 1 May 2021, retired 27 June 2024.
3. Gillian Elcock appointed 21 September 2023.
4. Angus Gordon Lennox retired 4 July 2022.
5. Bridget Guerin appointed 28 March 2024.
6. Alexandra Innes appointed 4 April 2022.
7. Mark Little retired 27 June 2024.
8. Brigid Sutcliffe appointed 28 March 2024, Chair of Audit and Risk Committee from 27 June 2024.
Relative importance of spend on directors’ remuneration
To enable shareholders to assess the relative importance of spend on remuneration, the directors’ total remuneration has
been shown in a table below compared with the company’s dividend distributions.
2024/2025
£000’s
2023/2024
£000’s
Change
£000’s
Directors’ total remuneration 226 189 37
Dividends paid and payable 10,259 6,585 3,674
On behalf of the board
Alexandra Innes
Chair of the Nomination and Remuneration Committee
21 May 2025
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 39
Financial review Investor informationOverview Governance
I am pleased to present the Committee’s report to
shareholders for the year ended 31 March 2025. This report
describes the range of work undertaken by the Committee.
The Audit and Risk Committee is chaired by Brigid Sutcliffe
and comprises all of the directors with the exception of
John Evans, Chairman of the Company. The Company
Chairman attended each of the meetings by invitation from
the Committee. The Board reviews the relevant skills and
experience of the Audit and Risk Committee as part of the
annual Board review and believes that the members of the
Committee have the appropriate skills and experience.
Biographies of the members of the Committee are on
pages 20 and 21.
Role and responsibilities
The Committee has continued to support the Board
in fulfilling its oversight responsibilities, reviewing the
financial reporting process, the systems of internal control
and management of risk, the audit process and the
Company’s process for monitoring compliance with laws
and regulations.
The Audit and Risk Committee’s responsibilities include:
• monitoring and reviewing the integrity of financial
statements and ensuring in particular that, taken as a
whole, they are fair, balanced and understandable;
• review of the internal financial controls;
• making recommendations to the Board in relation
to the appointment, evaluation and dismissal of the
external auditors, their remuneration, terms of their
engagement and reviewing their independence and
objectivity, effectiveness, and overall effectiveness of
the audit process;
• reviewing the external auditor’s audit plan and year
end report;
• developing and implementing policy on the
engagement of the external auditors to supply non-
audit services;
• reporting to the Board, identifying any matter in respect
of which it considers that action or improvement is
needed and making recommendations as to the steps
to be taken; and
• assessing the need for an internal audit function.
Activities during the year
The Committee met three times during the year where
it reviewed the Company’s risk register, internal controls
and risk and compliance reports from third party service
providers and considered the half yearly and annual
financial reports to shareholders. The Committee also
considered and approved the external auditors’ plan and
scope for the audit of the financial statements for the year
ended 31 March 2025.
The Audit and Risk Committee takes account of the
most significant issues and risks, both operational and
financial, that are likely to impact the Company’s financial
statements.
The following significant areas were considered by the Audit and Risk Committee in relation to the financial statements:
Matter Action
Accuracy of portfolio valuation
and ownership of investments
Controls are in place to ensure that valuations are appropriate and existence is verified
through custodian reconciliations.
All listed investments are valued at bid prices provided by third party service providers
in accordance with the price source agreement in place. The AIFM carries out testing
of the prices and reports regularly to the Board.
The appointed custodian is responsible for the custody and controlling of all assets
of the Company entrusted for safekeeping. The Audit and Risk Committee reviews a
summary of the SOC 1 report from JP Morgan Chase Bank N.A. on key controls over
the assets of the Company and any significant issues are reported to the Committee.
The AIFM regularly reconciles the portfolio holdings to confirmations from the
Company’s custodian.
The Manager has procedures in place to ensure that investments can only be made
to the extent that the appropriate contractual and legal arrangements are in place to
protect the Company’s assets.
Audit and Risk Committee report
40 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Matter Action
Strength of processes and
internal controls at outsourced
providers
The Committee together with the Board have established clear lines of responsibility
between the Manager, Custodian, Company Secretary and receive appropriate reports
from each of them regarding the operation of their internal controls and reviews.
The Directors, having carried out due diligence at the time of appointment and
subsequently, are satisfied with the third party service providers, their business
resilience and continuity arrangements.
Mis-statement of revenue returns The Board reviews income forecasts (including special dividends) and receives
explanations from the Manager for any variations or significant movements from
previous forecasts. The Board, together with the Manager, has reviewed the impact
that significant external events that could give rise to market volatility, including the
continuing geo-political tensions, may have on the portfolio and income forecasts.
The allocation of expenses is reviewed by the Audit and Risk Committee annually
taking into account the long-term split of returns from the portfolio, both historic and
projected and the objectives of the Company.
The management fee is calculated in accordance with the contractual terms in the
investment management agreement and is reviewed in detail by the Company
Secretary and is also subject to analytical review by the Board.
Auditors’ report
At the conclusion of the audit, Ernst & Young LLP (‘EY’) did
not highlight any issues to the Audit and Risk Committee
which would cause it to qualify its audit report, nor did it
highlight any fundamental internal control weaknesses.
Their audit report is included on pages 42 to 48.
Conclusions in respect of the annual report
The production and audit of the Company’s annual
report is a comprehensive process which requires input
from a number of different contributors. One of the key
governance requirements of the Company’s annual report
is that it is fair, balanced and understandable. The Board
requested that the Audit and Risk Committee confirm
whether it considered that the annual report, when taken
as a whole, fulfils this requirement.
As part of its review of the annual report, the Committee
noted that:
• comprehensive reviews had been undertaken at
different levels in the production process of the annual
report by the Company Secretary, Manager, auditor
and the Committee to ensure consistency and overall
balance; and
• the controls that are in place at the Company Secretary
and other third-party service providers ensure the
completeness and accuracy of the Company’s financial
records and the security of the Company’s assets.
Effectiveness of the external audit process
The Committee also evaluated the effectiveness of
the external audit process. This evaluation involved
an assessment of the effectiveness of the auditor’s
performance against criteria including qualification,
expertise and resources, independence and effectiveness
of the audit process. Having reviewed the performance of
the external auditor as described above, the Committee is
satisfied with the external audit process undertaken by EY
in relation to this annual report and its financial statements.
Auditor’s independence
The Company has in place a policy governing the
provision of non-audit services by the external auditor,
so as to safeguard its independence and objectivity.
This is achieved by prohibiting non-audit work where
independence may be compromised or conflicts arise.
Any non-audit work requires specific approval of the
audit and risk committee in each case. The audit fee was
£52,900 plus VAT for the year ended 31 March 2025 (2024:
£55,300 plus VAT). There were no non audit fees for the
year ended 31 March 2025 (2024: nil). Following its review,
the Committee is satisfied that the Company’s auditor, EY,
remains independent.
Audit and Risk Committee report continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 41
Financial review Investor informationOverview Governance
Auditor rotation
A competitive tender for the audit of the Company was
held in January 2018, following which EY was appointed
as the Company’s auditor with effect from the conclusion
of the 2018 AGM. In accordance with the FRC ethical
standard, the Company’s audit engagement partner will
rotate every five years. Sue Dawe originally served as audit
engagement partner since the appointment of EY. The
audit partner, with effect from November 2022, has been
Denise Davidson. There is currently no intention to put the
audit out to tender. A resolution to re-appoint EY as the
Company’s auditor will be proposed at the AGM.
Having completed its review of the annual report and
financial statements, the Committee recommended to the
Board that the annual report and financial statements when
taken as a whole, are fair, balanced and understandable.
Brigid Sutcliffe
Chair of the Audit and Risk Committee
21 May 2025
42 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Independent auditor’s report to the
members of STS Global Income & Growth
Trust plc
Opinion
We have audited the financial statements of STS Global
Income & Growth Trust plc for the year ended 31 March
2025 which comprise Statement of Comprehensive Income,
the Statement of Financial Position, the Statement of
Changes in Equity, the Statement of Cash Flow and the
related notes 1 to 21, 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 March 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 interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the Directors’ assessment
of the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Confirmation of our understanding of the Company’s
going concern assessment process and engaged with
the Directors and the Company Secretary to determine
if all key factors that we have become aware of during
our audit were considered in their assessment.
• Inspection of the Directors’ assessment of going
concern, including the revenue forecast, for the period
to 31 March 2027 which is at least 12 months from
the date the financial statements were 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.
• Review of 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.
• Assessment of the risk of breaching the debt covenants
as a result of a reduction in the value of the Company’s
portfolio. We reviewed the Company’s compliance
with debt covenants, validated the inputs used to the
underlying information and we reviewed reverse stress
testing in order to identify what factors would lead to
the Company breaching the financial covenants.
• Consideration of the mitigating factors included in the
revenue forecasts and covenant calculations that are
within the control of the Company. We reviewed 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.
• Review of 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.
Independent auditor’s report
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 43
Financial review Investor informationOverview Governance
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 31 March 2027 which is at
least 12 months from when the financial statements are
authorised for issue.
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 of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is not
a guarantee as to the Company’s ability to continue as a
going concern.
Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of
special dividends as revenue or capital items in the Statement of Comprehensive
Income
• Risk of incorrect valuation or ownership of the investment portfolio
Materiality • Overall materiality of £2.95m (2024: £3.14m) which represents 1% (2024: 1%) of total
shareholders’ funds
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.
Climate change
Stakeholders are increasingly interested in how climate
change will impact the Company. The Company has
determined that the most significant future impacts from
climate change on its operations will be from how climate
change could affect the Company’s investments and overall
investment process. This is on page 18 in the principal risks
and uncertainties. This disclosure forms part of the “Other
information,” rather than the audited financial statements.
Our procedures on these unaudited disclosures therefore
consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to
be materially misstated, in line with our responsibilities on
“Other information”.
Our audit effort in considering climate change was focused
on the adequacy of the Company’s disclosures in the
financial statements as set out in Note 1a and conclusion
that there was no further impact of climate change to be
taken into account as the investments are valued based on
market pricing as required by FRS102. We also challenged
the Directors’ considerations of climate change in their
assessment of viability and associated disclosures.
44 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Independent auditor’s report continued
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 and Risk Committee
Incomplete or inaccurate revenue
recognition, including the classification of
special dividends as revenue or capital in
the Statement of Comprehensive Income
(as described on page 40 in the Audit and
Risk Committee’s Report and as per the
accounting policy set out on page 53).
The total revenue for the year to 31 March
2025 was £10.80m (2024: £7.67m), consisting
primarily of dividend income from listed
equity investments.
The investment income receivable by the
Company during the year directly affects
the Company’s revenue return. There is
therefore a risk of incomplete or inaccurate
recognition of revenue through the failure to
recognise proper income entitlements or to
apply an appropriate accounting treatment.
In addition to the above, the Directors
may be required to exercise judgment in
determining whether income receivable
in the form of special dividends should be
classified as ‘revenue’ or ‘capital’ in the
Statement of Comprehensive. Income.
In the year to 31 March 2025, the Company
received three special dividends amounting
to £0.54m (2024: £0.38m) all of which were
classified as revenue.
We have performed the following procedures:
We obtained an understanding of the processes
and controls surrounding revenue recognition,
including the classification of special dividends, by
performing walkthrough procedures.
For 100% of dividends received, we recalculated
the dividend income by multiplying the investment
holdings at the ex-dividend date, traced from the
accounting records, by the dividend per share,
which was agreed to an independent data vendor.
For a sample of dividends received, we agreed
amounts to bank statements and agreed the
exchange rates used to an external source.
For 100% of dividends accrued, we reviewed the
investee Company announcements to assess
whether the dividend entitlements arose prior
to 31 March 2025. We agreed the dividend rate
to corresponding announcements made by the
investee Company, recalculated the dividend
amount receivable by multiplying the investment
holdings at the ex-dividend date, traced from
the accounting records, and confirmed this was
consistent with cash received as shown on post
year end bank statements, where paid.
To test completeness of recorded income, we
verified that 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 all investments held during the year, we
reviewed the type of dividends paid with reference
to an external data vendor to identify those which
were special. Based on the work performed, we
identified three special dividends were received by
the Company; one was above the testing threshold.
We assessed the appropriateness of management’s
classification as revenue, for the special dividend
above our testing threshold by reviewing the
underlying rationale of the distribution.
The results of
our procedures
identified no material
misstatement in
relation to incomplete
or inaccurate revenue
recognition, including
incorrect classification
of special dividends
as revenue or capital
items in the Statement
of Comprehensive
Income.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 45
Financial review Investor informationOverview Governance
Risk Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Incorrect valuation or ownership of the
investment portfolio (as described on
page 39 in the Report of the Audit and Risk
Committee and as per the accounting policy
set out on page 53).
The valuation of the investment portfolio
at 31 March 2025 was £308.02m (2024:
£324.67m) consisting primarily of listed
investments.
The valuation of the assets held in the
investment portfolio is the primary driver
of the Company’s net asset value and total
return. Incorrect investment pricing, or a
failure to maintain proper legal title of the
assets held by the Company could have a
significant impact on the portfolio valuation
and the return generated for shareholders.
The fair value of listed investments is
determined by reference to stock exchange
quoted market bid prices at the close of
business on the reporting date.
We performed the following procedures:
We obtained an understanding of the processes
and controls surrounding investment pricing and
legal title of listed investments by performing
walkthrough procedures.
For all investments in the portfolio, we compared
the market prices and exchange rates applied to
an independent pricing vendor and recalculated
the investment valuations as at the year-end.
We confirmed with the Administrator that there
were no investments with stale prices as at the
year-end and therefore no stale pricing report
produced. For all investments in the portfolio, we
obtained the market prices, from an independent
pricing vendor, for 5 business days pre and post
the year end date and calculated the day-on-day
movement and confirmed there are no stale prices.
We compared the Company’s investment holdings
at 31 March 2025 to independent confirmations
received directly from the Company’s Custodian
and Depositary.
The results of
our procedures
identified no material
misstatement in
relation to the risk of
incorrect valuation
or ownership of the
investment portfolio.
In the prior year, our auditor’s report included a key audit matter in relation to “Risk of Incorrect accounting for the transaction
between the Company and Troy Income & Growth Trust plc”, which related to a non-recurring matter that is not applicable to
the current year.
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be
£2.95 million (2024: £3.14 million), which is 1% (2024: 1%)
of shareholder 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 £2.21m
(2024: £2.36m). We have set performance materiality
at 75% due to our past experience of the audit that
indicates a lower risk of misstatements, both corrected and
uncorrected.
46 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Independent auditor’s report continued
Given the importance of the distinction between revenue
and capital for investment trusts, we have also applied a
separate testing threshold for the revenue column of the
Statement of Comprehensive Income of £0.48m (2024:
£0.31m), being 5% (2024: 5%) of revenue return on ordinary
activities before taxation.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we
would report to them all uncorrected audit differences
in excess of £0.15m (2024: £0.16m), 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
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.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 47
Financial review Investor informationOverview Governance
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 24;
• 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 25;
• 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 25;
• Directors’ statement on fair, balanced and
understandable set out on page 28;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 17 to 19;
• The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on pages 34 to 35; and;
• The section describing the work of the Audit and Risk
committee set out on page 39.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 28, the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the Company and management.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and determined that the most significant
are FRS 102, the Companies Act 2006, the UK
Listing Rules, UK Corporate Governance Code, the
Association of Investment Companies’ Code and
Statement of Recommended Practice, Section 1158
of the Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018
• We understood how the Company is complying with
those frameworks through discussions with the Audit
and Risk Committee, Company Secretary, review
of Board minutes, and review of the Company’s
documented policies and procedures.
48 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
• We assessed the susceptibility of the Company’s
financial statements to material misstatement, including
how fraud might occur by considering the key risks
impacting the financial statements. We identified a
fraud risk with respect to the incomplete or inaccurate
revenue recognition through incorrect the classification
of special dividends as revenue or capital items. 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
Company Secretary’s reporting to the Directors 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. This description forms part of our
auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on
19 September 2018 to audit the financial statements for
the year ending 31 March 2019 and subsequent financial
periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is seven years,
covering the years ending 31 March 2019 to 31 March 2025.
The audit opinion is consistent with the additional report to
the Audit and Risk committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members
those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Denise Davidson
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
21 May 2025
Independent auditor’s report continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 49
Financial review Investor informationOverview Governance
Year to 31 March 2025 Year to 31 March 2024
Note
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Net gains on investments 9 – 22,547 22,547 – 5,740 5,740
Net currency (losses)/gains (10) 275 265 (39) 286 247
Income 2 10,796 – 10,796 7,674 – 7,674
Investment management fee 3 (397) (738) (1,135) (478) (888) (1,366)
Other expenses 4 (710) – (710) (595) – (595)
Net return before finance costs and
taxation 9,679 22,084 31,763 6,562 5,138 11,700
Finance costs 5 (347) (644) (991) (269) (500) (769)
Net return on ordinary activities
before taxation 9,332 21,440 30,772 6,293 4,638 10,931
Taxation on ordinary activities 7 (672) – (672) (551) – (551)
Net return attributable to ordinary
shareholders 8,660 21,440 30,100 5,742 4,638 10,380
Net return per ordinary share 8 6.74p 16.68p 23.42p 6.08p 4.92p 11.00p
The total columns of this statement are the profit and loss accounts of the Company.
The revenue and capital items are presented in accordance with the Association of Investment Companies (‘AIC’) Statement
of Recommended Practice (SORP 2022).
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued in the year.
The notes on pages 53 to 65 form part of these financial statements.
Statement of comprehensive income
50 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
As at 31 March 2025 As at 31 March 2024
Note £000 £000 £000 £000
Non-current assets
Investments held at fair value through profit or loss 9 308,024 324,666
Current assets
Trade and other receivables 10 1,283 60,068
Cash and cash equivalents 1,471 6,377
2,754 66,445
Current liabilities
Bank loans 12 (15,138) (15,449)
Trade payables 11 (1,095) (59,573)
Dividend payable 6 – (1,736)
Total current liabilities (16,233) (76,758)
Net current liabilities (13,479) (10,313)
Total net assets 294,545 314,353
Capital and reserves
Called up share capital 13 1,752 1,752
Capital redemption reserve 78 78
Share premium account 148,245 148,249
Special distributable reserve 1,163 45,033
Capital reserve 14 137,983 116,543
Revenue reserve 5,324 2,698
Total shareholders’ funds 294,545 314,353
Net asset value per ordinary share 15 243.10p 223.71p
The Company is registered in Scotland no.SC283272.
The notes on pages 53 to 65 form part of these financial statements.
The financial statements were approved by the Board and signed on its behalf by
John Evans
Chairman
21 May 2025
Statement of financial position
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 51
Financial review Investor informationOverview Governance
For the year ended
31 March 2025 Note
Called up
share
capital
£000
Capital
redemption
reserve
£000
Share
premium
account
£000
Special
distributable
reserve*
£000
Capital
reserve*
£000
Revenue
reserve*
£000
Total
£000
As at 1 April 2024 1,752 78 148,249 45,033 116,543 2,698 314,353
Net return attributable to
shareholders** 8 – – – – 21,440 8,660 30,100
Costs in relation to the issue of
shares – – (4) – – – (4)
Shares bought back into treasury 13 – – – (43,870) – – (43,870)
Dividends paid 6 – – – – – (6,034) (6,034)
As at 31 March 2025 1,752 78 148,245 1,163 137,983 5,324 294,545
For the year ended
31 March 2024 Note
Called up
share
capital
£000
Capital
redemption
reserve
£000
Share
premium
account
£000
Special
distributable
reserve*
£000
Capital
reserve*
£000
Revenue
reserve*
£000
Total
£000
As at 1 April 2023 1,223 78 31,808 70,924 111,905 3,297 219,235
Net return attributable to
shareholders** 8 – – – – 4,638 5,742 10,380
Shares issued in respect of the
transaction with TIGT 13 529 – 117,223 – – – 117,752
Costs in relation to the issue of
shares – – (782) – – – (782)
Shares bought back into treasury 13 – – – (25,891) – – (25,891)
Dividends paid 6 – – – – – (6,341) (6,341)
As at 31 March 2024 1,752 78 148,249 45,033 116,543 2,698 314,353
* These reserves are distributable with the exception of the unrealised portion of the capital reserve (see note 14), which is non-distributable.
** The Company does not have any other income or expenses that are not included in the ‘Net return attributable to ordinary shareholders’ as disclosed in the
Statement of comprehensive income on page 49, and therefore this is also the ‘Total comprehensive income’ for the year.
The notes on pages 53 to 65 form part of these financial statements.
Statement of changes in equity
52 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Note £000 £000 £000 £000
Cash flows from operating activities
Net return on ordinary activities before taxation 30,772 10,931
Adjustments for:
Gains on investments 9 (22,547) (5,740)
Finance costs 5 991 769
Exchange movement on bank borrowings 16 (311) (346)
Purchases of investments* 9 (107,343) (17,217)
Sales of investments* 9 146,467 43,263
Dividend income 2 (10,765) (7,659)
Other income 2 (31) (15)
Dividend income received 10,677 7,800
Other income received 31 14
(Increase)/decrease in receivables (7) 8
Increase/(decrease) in payables 398 (120)
Overseas withholding tax deducted (758) (586)
16,802 20,171
Net cash flows from operating activities 47,574 31,102
Cash flows from financing activities
Repurchase of shares (43,961) (25,560)
Issue of ordinary share capital** 222 6,143
Equity dividends paid from revenue (7,770) (6,048)
Interest paid on borrowings (971) (830)
Net cash flows from financing activities (52,480) (26,295)
Net (decrease)/increase in cash and cash equivalents (4,906) 4,807
Cash and cash equivalents at the start of the year 6,377 1,570
Cash and cash equivalents at the end of the year 1,471 6,377
* Receipts from the sale of, and payments to acquire, investment securities have been classified as components of cash flows from operating activities
because they form part of the Company’s dealing operations.
** Cash flows relate to transaction with TIGT in March 2024.
The notes on pages 53 to 65 form part of these financial statements.
Statement of cash flow
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 53
Financial review Investor informationOverview Governance
Notes to the financial statements
Note 1: Accounting policies
(a) STS Global Income & Growth Trust plc (the
‘Company’) is a public company limited by shares, is
incorporated and domiciled in Scotland, and carries
on business as an investment trust.
The financial statements are prepared in accordance
with the Companies Act 2006, United Kingdom
Generally Accepted Accounting Practice (Accounting
Standards ‘UK GAAP’) including Financial Reporting
Standard (FRS) 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’ and
the Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and
Venture Capital Trusts’ (the ‘SORP’) issued by
the Association of Investment Companies in July
2022. All of the Company’s operations are of a
continuing nature.
The financial statements have been prepared on
a going concern basis under the historical cost
convention, as modified by the revaluation of
investments held at fair value through profit or loss.
In preparing these financial statements the directors
have considered the impact of climate change on
the value of the listed investments that the Company
holds. As the portfolio consists of listed equities,
which are valued using quoted bid prices for
investments in an active market, the fair value reflects
the market participants’ view of climate change risk.
The Company’s assets consist of a diverse portfolio of
listed equity shares which, in most circumstances, are
realisable within a very short timescale. The directors
have reviewed revenue forecasts and they believe
that the Company has adequate financial resources to
continue its operational existence for the foreseeable
future, and for the period to 31 March 2027, which
is at least 12 months from the date the financial
statements are authorised for issue.
The principal accounting policies are set out below.
These policies have been applied consistently
throughout the current and prior year.
Estimates and judgements are continually evaluated
and are based on historical experience and other
factors, including expectations of future events
that are believed to be reasonable under the
circumstances. There are no critical accounting
estimates or judgements.
(b) Income from equity investments is recognised 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. UK dividends received are accounted
for at the amount receivable and are not grossed
up for any tax credit. Any special dividends are
looked at individually to ascertain the reason behind
the payment. This will determine whether they are
treated as revenue or capital. Other income includes
any taxes deducted at source. Gains and losses
arising from the translation of income receivable
denominated in foreign currencies are recognised in
the revenue reserve. Scrip dividends are treated as
unfranked investment income; any excess in value of
shares received over the amount of the cash dividend
is recognised in capital reserve.
(c) Interest receivable and payable and management
expenses are accounted for on an accruals basis.
(d) The management fee and finance costs are allocated
65% to capital and 35% to revenue in accordance with
the Board’s expected long-term split of returns in the
form of capital gains and income, respectively. All
other expenses are wholly allocated to revenue.
(e) Gains and losses on the realisation of investments
and changes in the fair value of investments which are
readily convertible to cash, together with exchange
adjustments to overseas currencies are taken to
capital reserve.
(f) The Company is required to determine a functional
currency, being the currency in which the Company
predominately operates. The Board has determined
that sterling is the Company’s functional currency,
which is also the currency in which these financial
statements are prepared. This is also the currency in
which all expenses and dividends are paid in.
(g) Acquisitions in foreign currencies are recorded in the
functional currency of the Company at the prevailing
exchange rate on the date of the transaction and
retranslated at the rates of exchange ruling on
the date of the statement of financial position.
Investments are recognised initially as at the trade
date of a transaction. Subsequent to this, the disposal
of an investment is accounted on the trade date
of a transaction.
54 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
(h) Revenue received and interest paid in foreign
currencies are translated at the rates of exchange
on the transaction date. Any exchange differences
between the recognition and settlement date
are recognised as revenue in the statement of
comprehensive income.
(i) The Company’s investments are classified as ‘financial
assets at fair value through profit or loss’ and are
valued at fair value. For listed investments this is
deemed to be bid market prices. Gains and losses
arising from changes in fair value are included in the
capital return for the year.
(j) All other financial assets and liabilities are recognised
in the financial statements at amortised cost.
(k) The cost of share buybacks include the amount of
consideration paid, including directly attributable
costs, and are deducted from the special distributable
reserve until the shares are cancelled. Proceeds
received from the reissue of shares held in treasury
are treated in accordance with section 731 of the
Companies Act 2006. Proceeds equivalent to the
original cost, calculated by applying a weighted
average price, are credited to the special distributable
reserve to replenish the profits available for
distribution; proceeds in excess of the original cost
are credited to the share premium account.
(l) Nature of distributable reserve accounts
Capital reserve
Gains and losses on realisations of investments held at
fair value through profit or loss, and transactions costs,
together with appropriate exchange differences, are
dealt with in this reserve.
Increases and decreases in the valuation of
investments (which are non-distributable) are also
dealt with in this reserve along with receipts of
special dividends considered capital in nature and
any payment of capital dividends. Also taken to this
reserve are 65% of the management fees as detailed
in note (d).
Revenue reserve
Net revenue profits and losses of the Company
are recorded within this reserve, together with the
dividend payment made by the Company. The
remaining 35% of the management fees are taken to
this reserve.
Special distributable reserve
The cost of shares bought back into treasury, including
any related stamp duty, are recognised through the
special distributable reserve. Also taken to this reserve
are proceeds received, based on weighted average
purchase price, on shares issued from treasury.
(m) Dividends payable – under FRS 102 dividends should
not be accrued in the financial statements unless
they have been approved by shareholders before
the statement of financial position date. Dividends to
equity shareholders are recognised in the statement
of changes in equity when the shareholder’s right to
receive the payment is established. In the case of
the third interim dividend this would be the pay date
of 30 April 2025 and for the fourth interim dividend
this would be the pay date of 4 July 2025. Details of
dividends provided are in the statement of changes in
equity on page 51 and note 6 on page 56.
Notes to the financial statements continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 55
Financial review Investor informationOverview Governance
Note 2: Income
Year to
31 March
2025
£000
Year to
31 March
2024
£000
From listed investments
UK – equities 3,956 2,842
Overseas – equities 6,809 4,817
10,765 7,659
Other revenue
Deposit interest 31 15
Total 10,796 7,674
During the year ended 31 March 2025, the Company did not receive any special dividends which were treated as capital
(2024: £nil).
Note 3: Investment management fee
Details of the management fee are given in the Directors’ Report on page 22.
The management fee on the assets transferred from the transaction with Troy Income & Growth Trust plc (‘TIGT’) has been
waived for a period of eighteen months following the transaction, effective from 27 March 2024. Further details on Troy’s
contribution can be found in the prospectus issued by the Company in relation to the transaction with TIGT published on
23 February 2024.
Note 4: Other expenses
Year to
31 March
2025
£000
Year to
31 March
2024
£000
Custody/depository fees 58 41
Directors’ fees 226 189
Secretarial fee 76 50
Other administration expenses 287 254
Total 647 534
Auditors’ remuneration*:
– audit services 63 61
710 595
* The audit fees are payable to Ernst & Young LLP. There were no non-audit services for the year ended 31 March 2025 (2024: nil).
56 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notes to the financial statements continued
Note 5: Finance costs
Year to 31 March 2025 Year to 31 March 2024
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Interest on bank loans 347 644 991 269 500 769
Note 6: Dividends
Year to
31 March
2025
£000
Year to
31 March
2024
£000
Year ended 31 March 2023 – fourth interim dividend of 1.85p – 1,788
Year ended 31 March 2024 – first interim dividend of 1.525p – 1,431
Year ended 31 March 2024 – second interim dividend of 1.525p – 1,386
Year ended 31 March 2024 – third interim dividend of 1.965p – 1,736
Year ended 31 March 2024 – fourth interim dividend of 1.525p 2,032 –
Year ended 31 March 2025 – first interim dividend of 1.586p 2,029 –
Year ended 31 March 2025 – second interim dividend of 1.586p 1,973 –
6,034 6,341
Set out below are the total dividends in respect of the period, which forms the basis on which the requirements of sections
1158-1159 of the Corporation Tax Act 2010 are considered.
Year to
31 March
2025
£000
Year to
31 March
2024
£000
First interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.525p) 2,029 1,431
Second interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.525p) 1,973 1,386
Third interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.965p) 1,920 1,736
Proposed fourth interim dividend of 3.61p for the year ended 31 March 2025 (2024: 1.525p) 4,337 2,032
10,259 6,585
The distributable reserves as at 31 March 2025 are £105,030,000, of this £6,257,000 will be used to fund the third and fourth
interim dividends. The amount reflected above for the cost of the proposed fourth interim dividend for 2025 is based on
120,144,415 ordinary shares, being the number of ordinary shares in issue excluding those held in treasury at the date of this
report. The articles of association of the Company permit dividends to be paid out of capital.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 57
Financial review Investor informationOverview Governance
Note 7: Taxation on ordinary activities
Year to
31 March
2025
£000
Year to
31 March
2024
£000
Irrecoverable overseas withholding tax 672 551
The corporation tax rate was 25% (2024: 25%). The tax charge for the year differs from the charge resulting from applying
the standard rate of corporation tax in the UK for an investment trust company. The differences are explained below:
Year to
31 March
2025
£000
Year to
31 March
2024
£000
Net return before taxation 30,772 10,931
Corporation tax at rate of 25% (2024: 25%) 7,693 2,733
Effects of:
Gains on investments (not taxable) (5,637) (1,435)
Non taxable dividend income (2,572) (1,827)
Irrecoverable overseas withholding tax 672 551
Currency gains in capital (not taxable) (66) (62)
Increase in excess management and loan expenses 582 591
Total tax charge 672 551
As at 31 March 2025, the Company had unutilised management expenses of £26,542,000 (2024: £24,213,000) carried
forward. Due to the Company’s status as an investment trust and the intention to continue to meet the conditions required
to obtain approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising
on the revaluation or disposal of investments.
Note 8: Return per share
Year to
31 March
2025
Year to
31 March
2024
Revenue return (£000) 8,660 5,742
Capital return (£000) 21,440 4,638
Total (£000) 30,100 10,380
Weighted average number of ordinary shares in issue 128,565,700 94,344,039
Revenue return per ordinary share 6.74p 6.08p
Capital return per ordinary share 16.68p 4.92p
Total return per ordinary share 23.42p 11.00p
58 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notes to the financial statements continued
Note 9: Investments at fair value through profit or loss
As at
31 March
2025
£000
As at
31 March
2024
£000
Opening book cost 296,344 206,662
Opening investment holding gains 28,322 27,700
Opening market value 324,666 234,362
Acquisitions at cost 49,031 186,074
Disposals proceeds received (88,220) (101,510)
Gains on investments 22,547 5,740
Market value of investments held 308,024 324,666
Closing book cost 268,584 296,344
Closing investment holding gains 39,440 28,322
Closing market value 308,024 324,666
The Company received £88,220,000 (2024: £101,510,000) from investments sold in the year. The average book cost of these
investments when they were purchased was £76,791,000 (2024: £96,392,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the fair value of investments.
The transaction costs in acquiring investments during the year were £106,000 (2024: £69,000). For disposals, transaction
costs were £33,000 (2024: £35,000).
Note 10: Trade and other receivables
As at
31 March
2025
£000
As at
31 March
2024
£000
Due from brokers – 58,247
Dividends receivable 775 687
Tax recoverable 374 288
Amortisation of loan arrangement fees 33 55
Prepayments and other debtors 101 791
1,283 60,068
None of the Company’s trade receivables are past due or impaired.
Note 11: Trade payables – amounts falling due within one year
As at
31 March
2025
£000
As at
31 March
2024
£000
Due to brokers 240 58,643
Interest accrued 32 34
Other trade payables 823 896
1,095 59,573
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 59
Financial review Investor informationOverview Governance
Note 12: Bank loans
As at
31 March
2025
£000
As at
31 March
2024
£000
Bank borrowings due within one year 15,138 15,449
15,138 15,449
The Company has a £20 million multi-currency revolving credit facility with The Royal Bank of Scotland International Limited,
which expires on 19 September 2026. As at 31 March 2025 £15,138,000 was drawn down until 20 June 2025. The amount has
been drawn in the following currency split: – £1,500,000; €4,500,000; and US$12,750,000 (2024: same).
Interest is payable at the aggregate of the compounded Risk Free Rate (“RFR”) for the relevant currency and loan period,
plus a margin of 1.55%.
The main covenant under the agreement requires the Company to ensure that, at the end of each month, the aggregate of
the loans outstanding does not exceed an amount equal to 25% of its net tangible assets and, unless otherwise agreed with
the lender, net tangible assets are not less than £100,000,000.
Note 13: Called up share capital
Number
of shares
As at
31 March
2025
£000
Number
of shares
As at
31 March
2024
£000
Ordinary shares of 1p
Ordinary shares in issue at the beginning of the year 140,517,415 1,405 99,483,575 995
New Ordinary shares issued during the year – – 52,889,037 529
Ordinary shares bought back to treasury during the year (19,356,000) (193) (11,855,197) (119)
Ordinary shares in issue at the end of the year 121,161,415 1,212 140,517,415 1,405
Treasury shares (ordinary shares 1p)
Treasury shares in issue at the beginning of the year 34,670,770 347 22,815,573 228
Ordinary shares bought back to treasury during the year 19,356,000 193 11,855,197 119
Treasury shares in issue at the end of the year 54,026,770 540 34,670,770 347
Total ordinary shares in issue and in treasury at the end of the year 175,188,185 1,752 175,188,185 1,752
There were 19,356,000 shares bought back during the year to 31 March 2025 at a cost of £43,870,000 (2024: 11,855,197
shares at a cost of £25,891,000). No shares were issued in the year (2024: the Company issued 52,889,037 shares following
the transaction with Troy Income & Growth Trust plc, for net proceeds of £117,752,000). The share premium represents the
surplus amount over the nominal value of the issued share capital, net of any related issuance costs.
60 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notes to the financial statements continued
Note 14: Capital reserve
The analysis of the capital reserve is as follows:
Realised
capital
reserve
£000
Investment
holding
gains
£000
Total
capital
reserve
£000
As at 31 March 2023 84,205 27,700 111,905
Gains on realisation of investments at fair value 5,118 – 5,118
Realised currency gains during the year 286 – 286
Movement in unrealised gains – 622 622
Capital expenses (1,388) – (1,388)
As at 31 March 2024 88,221 28,322 116,543
Gains on realisation of investments at fair value 11,429 – 11,429
Realised currency gains during the year 275 – 275
Movement in unrealised gains – 11,118 11,118
Capital expenses (1,382) – (1,382)
As at 31 March 2025 98,543 39,440 137,983
The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’, 2022. Only the realised capital reserve is
regarded as being available for distribution.
Note 15: Net asset value per share
As at
31 March
2025
As at
31 March
2024
Net assets attributable to shareholders (£’000) 294,545 314,353
Shares in issue at the year end 121,161,415 140,517,415
Net asset value per share 243.10p 223.71p
Note 16: Analysis of debt
As at
31 March
2024
£000
Cash
flows
£000
Exchange
movements
£000
As at
31 March
2025
£000
Cash at bank 6,377 (4,906) – 1,471
Bank borrowings (15,449) – 311 (15,138)
Net debt (9,072) (4,906) 311 (13,667)
Note 17: Related party transactions
With the exception of the management and secretarial fees, directors’ fees and directors’ shareholdings (disclosed on
page 36), there have been no related party transactions during the year, or in the prior year.
The management fee payable in respect of the year ended 31 March 2025 was £1,135,000 (2024: £1,366,000), of which
£694,000 (2024: £302,000) was outstanding at the year-end. The secretarial and directors’ fees payable in respect of the year
ended 31 March 2025 are detailed in note 4. The amount outstanding at the year end for secretarial fees and directors’ fees
was £6,000 (2024: £4,000) and £nil (2024: £nil) respectively.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 61
Financial review Investor informationOverview Governance
Note 18: Financial instruments
The Company’s financial instruments comprise securities and other investments, cash balances, loans and debtors and
creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and
debtors for accrued income. The Company also has the ability to enter into derivative transactions in the form of forward
foreign currency contracts, futures and options, for the purpose of managing currency and market risks arising from the
Company’s activities, although no such transactions have been undertaken in the current or prior year.
The main risks the Company faces from its financial instruments are (a) market price risk (comprising of (i) interest rate risk,
(ii) currency risk and (iii) other price risk), (b) liquidity risk and (c) credit risk.
The Board regularly reviews and agrees policies for managing each of these risks. The Manager’s policies for managing
these risks are summarised below and have been applied throughout the year.
(a) Market price risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements – interest rate risk, foreign currency risk and other price risk.
(i) Market risk arising from interest rate risk
Interest rate movements may affect:
• the fair value of the investments in fixed interest rate securities;
• the level of income receivable on cash deposits; and
• the level of interest payable on borrowings.
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 and borrowing decisions.
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on
a regular basis. The Company has a revolving multi-currency loan facility with The Royal Bank of Scotland International
Limited which provides flexibility to finance opportunities in the short term. Current guidelines state that the total
borrowings will not exceed 20% of shareholders’ funds. Details of borrowings at 31 March 2025 are shown in note 12 on
page 59.
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the date of the statement of financial position
was as follows:
As at 31 March 2025
Interest
rate
%
Local
currency
000
Foreign
exchange
rate
GBP sterling
equivalent
£000
Assets:
Pound sterling 1.65 1,384 n/a 1,384
US dollar 1.01 112 1.292 87
Total 1,471
Liabilities:
Bank loan – Pound sterling 6.01 1,500 n/a 1,500
Bank loan – Euro 3.98 4,500 1.194 3,768
Bank loan – US dollar 5.85 12,750 1.292 9,870
Total 15,138
62 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notes to the financial statements continued
Note 18: Financial instruments continued
As at 31 March 2024
Interest
rate
%
Local
currency
000
Foreign
exchange
rate
GBP sterling
equivalent
£000
Assets:
Pound sterling 1.95 6,377 n/a 6,377
US dollar – – 1.262 –
Total 6,377
Liabilities:
Bank loan – Pound sterling 6.67 1,500 n/a 1,500
Bank loan – Euro 5.47 4,500 1.169 3,848
Bank loan – US dollar 6.87 12,750 1.262 10,101
Total 15,449
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates at the statement of financial
position date and the stipulated change taking place at the beginning of the financial year and held constant throughout
the reporting period in the case of instruments that have floating rates.
The following table illustrates the sensitivity of the return after taxation to an increase or decrease of 1.0% (2024: 1.0%)
in interest rates. The sensitivity analysis is based on the Company’s borrowings and cash and cash equivalents at the
Statement of financial position date, with all other variables held constant.
Year to 31 March 2025 Year to 31 March 2024
1.0%
Increase
in rate
£000
1.0%
Decrease
in rate
£000
1.0%
Increase
in rate
£000
1.0%
Decrease
in rate
£000
Effect on revenue return (38) 38 10 (10)
Effect on capital return (98) 98 (101) 101
Effect on total return and on net assets (136) 136 (91) 91
In the opinion of the directors, the above sensitivity analysis may not be representative of the year as a whole, since
exposure may change as investments are made, borrowings are drawn down and may be repaid throughout the year.
(ii) Market risk arising from foreign currency risk
A significant proportion of the Company’s investment portfolio is invested in overseas securities and the statement of
financial position can be significantly affected by movements in foreign exchange rates. It is not the Company’s policy to
hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with
foreign currency borrowings.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 63
Financial review Investor informationOverview Governance
Note 18: Financial instruments continued
Foreign currency risk profile
Foreign currency risk exposure by currency of denomination:
As at 31 March 2025 As at 31 March 2024
Investment
exposure
£000
Net monetary
exposure
£000
Total currency
exposure
£000
Investment
exposure
£000
Net monetary
exposure
£000
Total currency
exposure
£000
US dollar 132,141 (9,431) 122,710 159,915 (9,840) 150,075
Swiss franc 27,097 306 27,403 28,228 288 28,516
Euro 26,673 (3,698) 22,975 9,769 (3,854) 5,915
Japanese yen 10,861 78 10,939 13,994 98 14,092
Canadian dollar 9,066 – 9,066 7,140 – 7,140
Hong Kong dollar 5,897 – 5,897 4,172 – 4,172
Danish krone 5,754 – 5,754 – – –
Total overseas investments 217,489 (12,745) 204,744 223,218 (13,308) 209,910
Pound sterling 90,535 (734) 89,801 101,448 2,995 104,443
Total 308,024 (13,479) 294,545 324,666 (10,313) 314,353
The asset allocation between specific markets can vary from time to time based on the Manager’s opinion of the
attractiveness of the individual markets.
Foreign currency sensitivity
At 31 March 2025, if sterling had strengthened by 10% in relation to all currencies (2024: 10%), with all other variables held
constant, total net assets and total return on ordinary activities would have decreased by the amounts shown below. A 10%
weakening of sterling against all currencies, with all other variables held constant, would have had an equal but opposite
effect on the financial statement amounts.
As at
31 March
2025
£000
As at
31 March
2024
£000
US dollar 12,271 15,008
Swiss franc 2,740 2,852
Euro 2,298 592
Japanese yen 1,094 1,409
Canadian dollar 907 714
Hong Kong dollar 590 417
Danish krone 575 –
20,475 20,991
(iii) Market risk arising from other price risk
Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the
value of the quoted investments.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from
factors specific to a particular sector. The allocation of assets and the stock selection process, as detailed on pages 14 and
15, both act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the
Board, which meets regularly in order to review investment strategy. All investments held by the Company are listed on
stock exchanges worldwide.
64 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notes to the financial statements continued
Note 18: Financial instruments continued
Other price risk sensitivity
The following table illustrates the sensitivity of the return after taxation and the net asset value to an increase or decrease
of 15% in the fair value of the Company’s equities (2024: 15%). The calculations are based on the portfolio valuations as at
the respective statement of financial position date, and the consequent impact on the investment management fees for the
year, and are not representative of the year as a whole.
Year to 31 March 2025 Year to 31 March 2024
15% increase
in fair value
£000
15% decrease
in fair value
£000
15% increase in
fair value
£000
15% decrease
in fair value
£000
Effect on revenue return (81) 81 (85) 85
Effect on capital return 46,054 (46,054) 48,541 (48,541)
Effect on total return and on net assets 45,973 (45,973) 48,456 (48,456)
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is not considered to be significant as the Company’s assets comprise mainly readily realisable securities,
which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of loan and
overdraft facilities (see note 12 for more details).
The contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can be
required are as follows:
As at 31 March 2025 As at 31 March 2024
Three months
or less
£000
More than
three months
£000
Total
£000
Three months
or less
£000
More than
three months
£000
Total
£000
Trade payables:
Bank loans 15,351 – 15,351 15,706 – 15,706
Other trade payables 823 – 823 896 – 896
16,174 – 16,174 16,602 – 16,602
(c) Credit risk
This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could
result in the Company suffering a loss.
The risk is not considered to be significant by the Board, and is managed as follows:
• investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically
by the Investment Manager, and limits are set on the amounts that may be due from any one broker; and
• cash is held only with reputable banks with high quality external credit ratings.
The maximum credit risk exposure as at 31 March 2025 was £2,246,000 (2024: £65,311,000). This was due to amounts due
from brokers, dividend receivables and cash as per notes 10 and 16. The decrease in exposure at 31 March 2025 was due to
the prior year-end including amounts due from brokers of £58,247,000, which related to portfolio transactions undertaken
following the transaction with TIGT.
Fair value of financial assets and financial liabilities
All financial assets and liabilities of the Company are included in the statement of financial position at fair value or the
statement of financial position amount is a reasonable approximation of fair value.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 65
Financial review Investor informationOverview Governance
Note 19: Capital management policies and procedures
The Company’s capital management objectives are:
• to ensure that the Company will be able to continue as a going concern; and
• to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital
and debt.
The capital of the Company consists of equity, comprising issued capital, reserves and retained earnings.
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes
the nature and planned level of gearing, which takes account of the Manager’s views on the market and the extent to which
revenue in excess of that which is required to be distributed should be retained.
Note 20: Fair value hierarchy
Under FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, an entity is required to
classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy shall have the following levels:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments,
credit risk, etc); or
• Level 3: significant unobservable inputs (including the Company’s own assumptions in determining the fair value of
investments).
The financial assets measured at fair value through profit or loss are grouped into the fair value hierarchy as follows:
At 31 March 2025
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 308,024 – – 308,024
Net fair value 308,024 – – 308,024
At 31 March 2024
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 324,666 – – 324,666
Net fair value 324,666 – – 324,666
Note 21: Company information
STS Global Income & Growth Trust plc is a closed-ended investment company, registered in Scotland No SC283272,
with its ordinary shares listed on the London Stock Exchange. The address of the registered office is 28 Walker Street,
Edinburgh EH3 7HR.
66 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
AIFMD Disclosures (Unaudited)
In accordance with the AIFM Directive, information in relation to the Company’s leverage and the remuneration of the
Company’s AIFM, Juniper Partners, is required to be made available to investors. In accordance with the Directive, the
AIFM’s remuneration policy and the numerical remuneration disclosures in relation to the AIFM’s year ended 30 April 2024
are available from the Company Secretary on request.
The Company’s maximum and actual leverage levels are shown below:
Gross method Commitment method
Leverage Exposure
At
31 March
2025
At
31 March
2024
At
31 March
2025
At
31 March
2024
Maximum permitted limit 300% 300% 200% 200%
Actual 105% 103% 105% 105%
The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels
permitted in the Company’s articles of association. The Manager is also required to comply with the gearing parameters set
by the Board in relation to borrowings.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 67
The alternative performance measures (‘APMs’) detailed below are used by the Board to assess the Company’s performance
against a range of criteria and are viewed as particularly relevant to an investment trust. Other terms detailed below are
for reference.
NAV total return Net asset value (‘NAV’) total return measures the increase or decrease in NAV per
share plus the dividends paid in the period, which are assumed to be reinvested at
NAV at the time that the share price is quoted ex-dividend.
2025 2024
Opening NAV per share A 223.71p 220.37p
Closing NAV per share B 243.10p 223.71p
% change in NAV C=(B-A)/A 8.7% 1.5%
Impact of dividends reinvested D 2.2% 3.3%
NAV total return E=C+D 10.9% 4.8%
Share price total return Share price total return measures the increase or decrease in share price plus the
dividends paid in the period, which are assumed to be reinvested at the share price at
the time that the share price is quoted ex-dividend.
2025 2024
Opening share price A 220.00p 214.00p
Closing share price B 239.00p 220.00p
% change in share price C=(B-A)/A 8.6% 2.8%
Impact of dividend reinvested D 2.3% 3.3%
Share price total return E=C+D 10.9% 6.1%
Premium/(discount) to NAV The amount by which the share price is higher/lower than the NAV per share,
expressed as a percentage of the NAV per share.
2025 2024
NAV per share A 243.10p 223.71p
Share price B 239.00p 220.00p
Discount C=(B-A)/A 1.69% 1.66%
Alternative performance measures
Financial review Investor informationOverview Governance
68 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
NAV per share This is the main measure of the underlying value of a share in an investment company.
The NAV (cum income) per share includes undistributed current year income and
the calculation is included in note 15. NAV (ex income) per share is calculated by
deducting undistributed current year income from the NAV. To determine the NAV (ex
income) per share the following calculation is applied:
2025 2024
Net assets per statement of financial
position A 294,545,000 314,353,000
Current year revenue return B 8,660,000 5,742,000
Dividends paid for the current year
(note 6) C 4,002,000 4,553,000
NAV (ex income) D=A-(B-C) 289,887,000 313,164,000
Shares in issue at the year-end E 121,161,415 140,517,415
Net asset value per share (ex income) F=D/E 239.26p 222.86p
Ongoing charges Ongoing charges are the total of the Company’s management fees and other
operating expenses expressed as a percentage of average net assets in the year.
Operating costs exclude costs of buying and selling investments, finance costs,
taxation, and the direct costs of buying back or issuing ordinary shares. The ongoing
charges figure has been calculated in line with the AIC’s recommended methodology.
2025
£000
2024
£000
Investment management fee 1,135 1,366
Other expenses 710 595
Discount control costs (fixed element) 18 31
Total expenses 1,863 1,992
Effect of management fee waiver* 522 –
Ongoing charges A 2,385 1,992
Average net assets B 296,967 208,271
Ongoing charges ratio C=A/B 0.80% 0.96%
* Troy agreed to waive the management fee on the assets transferred from the combination
with TIGT for a period of 18 months (note 3). If Troy had not waived its fee the investment
management fee payable in the year ended 31 March 2025 would have been £522,000 higher.
Alternative performance measures continued
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 69
Financial review Investor informationOverview Governance
AIFM
An alternative investment fund manager (‘AIFM’) is an entity
that provides certain investment services, including portfolio
and risk management services. The Company has appointed
Juniper Partners as its AIFM. AIFMs are responsible for
managing investment products that fall within the category of
alternative investment funds and investment trusts, including
the Company, are included in this.
Comparison index
The Company’s investment performance (on a total return
basis) is measured against the Lipper Global – Equity
Global Income Index for comparison purposes.
Discount control mechanism
The policy through which the Company issues shares where
there is demand in the market or buys back shares when
there are excess shares available in the market with the aim
of ensuring, in normal market conditions, that the shares
trade consistently close to their net asset value.
Dividend
Income from an investment in shares. Not all investment
companies pay dividends. Dividend income is not
guaranteed and may fall as well as rise. The Company pays
dividends quarterly in April, July, October and January.
Dividend yield
The annual dividends expressed as a percentage of the
current share price.
Ex and cum income
Also shown as ‘ex div’ or ‘xd’, this means that, if you buy
the shares today, you will not receive the most recently
declared dividend.
Shares are being traded all the time on stock markets, so
for administrative reasons there needs to be a point when
buyers and sellers agree whether they will receive the most
recently declared dividend. The point when the shares
purchased will no longer receive the dividend is known
as the ‘ex dividend date’ and the shares are said to have
‘gone ex dividend’. The share price will normally fall by the
amount of the dividend to reflect this.
If you buy the shares when you are still entitled to the most
recently declared dividend, this is known as the shares
being cum dividend.
Gearing
At its simplest, gearing means borrowing money to buy
more assets in the hope the Company makes enough profit
to pay back the debt and interest and leave something
extra for shareholders. However, if the investment portfolio
doesn’t perform well, gearing can increase losses. The
more an investment company gears, the higher the risk.
The gearing currently employed is discussed in the
strategic report on page 15.
Leverage
Leverage, for the purposes of the AIFMD, is any method
which increases the Company’s exposure to stockmarkets
whether through borrowings, derivatives, or any other
means. It is expressed as a ratio of the Company’s
exposure to its NAV. In summary, the gross method
measures the Company’s exposure before applying
hedging or netting arrangements. The commitment
method allows certain hedging or netting arrangements
to be offset. As at 31 March 2025, the Company had no
hedging or netting arrangements.
Net assets
A measure of the size of an investment company. The total
value of all assets held, less liabilities and prior charges,
including income for the current year.
Share buy backs
Describes an investment company buying its own shares
and reducing the number of shares in issue.
Share buy backs can be used to return money to
shareholders, but are also often used to tackle the
Company’s discount. Discounts may reflect an imbalance
between the demand for shares and the number of shares
in existence. The hope is that, by reducing the number of
shares in existence, the buy back will help to prevent the
discount widening or even reduce it.
Share price
The price of a share as determined by the stock market.
If you see a single share price shown, it’s likely that this is
the mid-market price. This is different to the price at which
you buy and sell the shares, which are known as the bid
price (sell) and offer price (buy).
Treasury shares
Shares in the Company’s own share capital which the
Company itself owns and which can be sold to investors to
raise new funds.
Treasury shares only come into existence when the Company
buys back its own shares. Instead of cancelling the shares
(i.e. they cease to exist) they are held ‘in treasury’ by the
Company and can be sold at a later date to raise new funds.
Glossary of terms
70 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The Company’s shares quality for tax efficient wrapper
products like individual savings accounts (‘ISAs’) and self-
invested personal pensions (‘SIPPs’) as well as may other
investment wrappers that can be used, including those
designated for children.
Platforms, fund supermarkets and online
stockbrokers
You can invest using a number of fund platforms and fund
supermarkets. Many offer wrapper products like ISAs and
SIPPs and children’s savings products. A number of real-
time execution only stockbroking services also allow you
to trade online, manage your portfolio and buy UK listed
shares. These services do not offer financial advice and if
you are unsure about investing, we recommend that you
speak to a qualified financial adviser.
Retail distribution/NMPI status
The Company’s shares are ‘excluded securities’ for
the purposes of the rules relating to non-mainstream
pooled investment (‘NMPI’) products. This means
they can be recommended by independent financial
advisers to their ordinary retail clients, subject to normal
suitability requirements.
Independent financial advisers
An increasing number of independent financial
advisers are including investment trusts within their
investment recommendations for clients. To find
an adviser who recommends on investment trusts,
visit www.unbiased.co.uk.
Private client stockbrokers
If you have a large sum to invest, you may want to contact
a private client stockbroker. They can manage your entire
portfolio of shares and will advise you on your investments.
To find a private client stockbroker visit the Wealth
Management Association: www.thewma.co.uk.
Trading Codes
(You may be asked for these when investing)
TIDM code: STS
Sedol: B09G3N2
ISIN: GB00B09G3N23
Ways to invest in the Company
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 71
Financial review Investor informationOverview Governance
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of
STS Global Income & Growth Trust plc (the ‘Company’) will
be held at the offices of Troy Asset Management, 33 Davies
Street, London, W1K 4BP, on 23 June 2025 at 10.30am for
the following purposes:
To consider and, if thought fit, pass the following
resolutions as ordinary resolutions:
1. To receive the audited financial statements for the
year ended 31 March 2025 together with the reports
of the directors and the auditor thereon.
2. To approve the directors’ remuneration report for the
year ended 31 March 2025.
3. To approve the dividend policy.
4. To re-elect Gillian Elcock as a director of the
Company.
5. To re-elect Bridget Guerin as a director of the
Company.
6. To re-elect Sarah Harvey as a director of the Company.
7. To re-elect Alexandra Innes as a director of the
Company.
8. To re-elect Brigid Sutcliffe as a director of the
Company.
9. That Ernst & Young LLP be re-appointed as auditor of
the Company.
10. To authorise the directors to fix the remuneration of
the auditor for the year ending 31 March 2026.
11. That, in substitution of any existing authority of the
directors, the directors of the Company be and are
hereby generally and unconditionally authorised
pursuant to s551 of the Companies Act 2006 (the ‘Act’)
to allot equity securities (as defined in s560 of the Act)
and to grant rights to subscribe for or to convert any
security into shares in the Company up to a maximum
aggregate nominal amount of £400,481 (being one third
of the issued share capital of the Company (excluding
treasury shares) as at 20 May 2025; being the latest
practicable date before the date of this notice) provided
that the authority hereby given shall expire (unless
previously varied as to duration, revoked or renewed
by the Company in general meeting) on 30 September
2026 or, if earlier, at the conclusion of the annual general
meeting of the Company in 2026 save that the Company
may, at any time before the expiry of such authority,
make an offer or enter into an agreement which would
or might require equity securities to be allotted after
the expiry of such authority and the directors may
allot equity securities in pursuance of such an offer or
agreement as if such authority had not expired.
To consider and, if thought fit, pass the following
resolutions as special resolutions:
12. That, in substitution of any existing authority of the
directors, the directors be empowered pursuant to s570
and s573 of the Act to allot equity securities (as defined
in s560 of the Act) for cash pursuant to the general
authority conferred on them by resolution 11 above
and/ or to sell equity securities held as treasury shares
for cash pursuant to s727 of the Act, in each case as if
s561 of that Act did not apply to any such allotment or
sale, provided that this power shall be limited to:
(a) any such allotment and/or sale of equity securities
in connection with an offer or issue by way of
rights or other pre-emptive offer or issue, open
for acceptance for a period fixed by the directors,
to holders of ordinary shares (other than the
Company) on the register on any record date fixed
by the directors in proportion (as nearly as may
be) to the respective number of ordinary shares
deemed to be held by them, subject to such
exclusions or other arrangements as the directors
may deem necessary or expedient in relation to
fractional entitlements, legal or practical problems
arising in any overseas territory, the requirements
of any regulatory body or stock exchange or any
other matter whatsoever; and
(b) any such allotment and/or sale of equity
securities, otherwise than pursuant to sub-
paragraph (a) above, having, in the case of
ordinary shares, an aggregate nominal value or,
in the case of other equity securities, giving the
right to subscribe for or convert into ordinary
shares having an aggregate nominal value, not
exceeding the sum of £350,376 (representing
20% of the issued ordinary share capital
(including treasury shares) as at 20 May 2025;
being the latest practical date before the date of
this notice).
This authority shall expire, unless previously
revoked or renewed by the Company in a general
meeting, on 30 September 2026 or, if earlier, at
the conclusion of the annual general meeting
of the Company to be held in 2026, except that
the Company may at any time before such expiry
make any offer or agreement which would or
might require equity securities to be allotted or
equity securities held as treasury shares to be
sold after such expiry and the directors may allot
equity securities and/or sell equity securities held
as treasury shares in pursuance of such an offer
or agreement as if the power conferred by this
resolution had not expired.
72 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Notice of Annual General Meeting continued
13. That, in accordance with s701 of the Act, and in
substitution for any existing authority, the Company
be and is hereby generally and unconditionally
authorised to make market purchases (within the
meaning of s693 of the Act) of ordinary shares of 1p
each in the capital of the Company provided that:
(i) the maximum aggregate number of ordinary
shares authorised to be purchased is 18,009,648
(being 14.99% of the issued share capital
(excluding treasury shares) as at 20 May 2025,
being the last practicable date before this notice)
or, if lower, such number of ordinary shares equal
to 14.99% of the issued share capital at the
date of the passing of the resolution (excluding
treasury shares);
(ii) the minimum price which may be paid for an
ordinary share is 1p per share which amount shall
be exclusive of expenses;
(iii) the maximum price (exclusive of expenses) which
may be paid for an ordinary share shall be not
more than the higher of (i) 105% of the average
of the mid-market quotations for an ordinary
share of the company as derived from the Daily
Official List of the London Stock Exchange for
the five business days immediately preceding
the date of purchase or (ii) the higher of the price
quoted for (a) the last independent trade of and
(b) the highest current independent bid for, any
number of ordinary shares on the trading venue
where the purchase is carried out;
(iv) the authority hereby conferred shall expire
15 months after the date of passing of this
resolution or at the conclusion of the next annual
general meeting of the Company following the
passing of this resolution, whichever first occurs,
unless such authority is renewed or revoked prior
to such time; and
(v) the Company may enter into a contract to
purchase ordinary shares under this authority
prior to the expiry of such authority which will or
may be executed wholly or partly after the expiry
of such authority and may make a purchase
of ordinary shares in pursuance of any such
contract as if the authority hereby conferred
had not expired.
14. That a general meeting of the Company other than
an annual general meeting may be called on not less
than 14 clear days’ notice provided that this authority
shall expire at the conclusion of the next annual
general meeting of the Company.
By order of the Board
Juniper Partners Limited
Secretary
21 May 2025
Registered office: 28 Walker Street, Edinburgh EH3 7HR
Notes to the Notice of AGM
1. The Company has specified that to be entitled to attend and
vote at the meeting (and for the purpose of determining the
number of votes they may cast), members must be entered
on the register of members 48 hours (excluding non-working
days) before the time fixed for the meeting, or, if the meeting
is adjourned, on the register of members 48 hours (excluding
non-working days) before the time for holding any adjourned
meeting. Changes to entries on the share register after the
relevant deadline will be disregarded in determining the
rights of any person to attend or vote at the meetings.
2. A member entitled to attend, speak and vote may appoint a
proxy or proxies to attend, speak and, on a poll, vote instead
of him/her. A proxy need not be a member of the Company.
A shareholder may appoint more than one proxy provided
that each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder. To be
valid, proxies must be lodged at the office of the registrars
of the Company not less than 48 hours before the time of
the meeting (excluding non-working days). A form of proxy
is enclosed. The notes to the form of proxy explain how to
direct your proxy, how to vote on each resolution, or with-
hold your vote. Appointment of a proxy will not preclude a
member from attending the meeting and voting in person.
Unless otherwise indicated on the Form of Proxy, CREST,
Proxymity or any other electronic voting instruction, the
proxy will vote as they think fit or, at their discretion, withhold
from voting.
3. Shareholders can vote electronically via the Investor Centre,
a free app for smartphone and tablet provided by MUFG
Corporate Markets (the company’s registrar). It allows
you to securely manage and monitor your shareholdings
in real time, take part in online voting, keep your details
up to date, access a range of information including
payment history and much more. The app is available to
download on both the Apple App Store and Google Play,
or by scanning the relevant QR code below. Alternatively,
you may access the Investor Centre via a web browser at:
https://uk.investorcentre.mpms.mufg.com/. The same voting
deadline of 48 hours (excluding non-working days) before
the time of the meeting applies as if you were using the
paper proxy form to vote or appoint a proxy by post to vote
for you. Shareholders will need to use the unique personal
investor code. This number can be found on your share
certificate. Shareholders should not show this information
to anyone unless they wish to give proxy instructions on
their behalf.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 73
Financial review Investor informationOverview Governance
4. A corporation which is a member can appoint one or more
corporate representative(s) who may exercise, on its behalf,
all its powers as a member provided that no more than one
corporate representative exercises powers over the same
share.
5. As at 20 May 2025 (being the last practicable day prior to
the publication of this Notice) the Company’s issued voting
share capital consists of 175,188,185 ordinary shares, of which
55,043,770 shares are held in treasury. Each share carries one
vote, therefore, the total voting rights in the Company are
120,144,415 votes.
6. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof by
using the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment 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 & International Limited’s
specifications and must contain the information required for
such instruction, as described in the CREST Manual (available
via www.euroclear.com). 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 registrars (ID: RA10) no later than 48 hours
(excluding non-working days) before the time appointed for
the meeting. For this purpose, the time of receipt will be taken
to be the time (as determined by the time stamp applied to
the message by the CREST Application Host) from which the
issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
CREST members and, where applicable, their CREST sponsors
or voting service providers should note that Euroclear UK
& International Limited does not make available special
procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member
or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system
and timings (www.euroclear.com).
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 (as amended).
Proxymity Voting – if you are an institutional investor you may
also be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company
and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your proxy
must be lodged by no later than 48 hours (excluding non-
working days) before the time appointed for the meeting on
in order to be considered valid or, if the meeting is adjourned,
by the time which is 48 hours before the time of the adjourned
meeting. Before you can appoint a proxy via this process you
will need to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy. An electronic proxy appointment
via the Proxymity platform may be revoked completely by
sending an authenticated message via the platform instructing
the removal of your proxy vote.
7. In the case of joint holders, where more than one of the
joint holders completes a proxy appointment, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the
names of the joint holders appear in the company’s register
of members in respect of the joint holding (the first-named
being the most senior).
8. Pursuant to s319A of the Companies Act 2006, the Company
must provide an answer to any question which is put by a
member attending the meeting relating to the business
being considered, except if a response would not be in
the interest of the Company or for the good order of the
meeting or if to do so would involve the disclosure of
confidential information.
9 Information regarding the meeting, including the information
required by s311A of the Companies Act 2006, is available
from www.stsplc.co.uk.
10. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person
and who have been nominated to receive communications
from the Company in accordance with section 146 of the
Companies Act 2006 (‘nominated persons’). Nominated
persons may have a right under an agreement with the
registered Shareholder who holds the shares on their behalf
to be appointed (or to have someone else appointed) as a
proxy. Alternatively, if nominated persons do not have such
a right, or do not wish to exercise it, they may have a right
under such an agreement to give instructions to the person
holding the shares as to the exercise of voting rights.
11. Copies of the letters of appointment of the directors of the
Company and the articles of association are available for
inspection at the Company’s registered office at 28 Walker
Street, Edinburgh, EH3 7HR and will be available at the
location of the AGM until the close of the meeting and at
the meeting (for 15 minutes prior to the meeting and during
the meeting).
14. Any electronic address provided either in this notice of AGM
or any related documents (including the form of proxy) to
communicate with the company may not be used for any
purposes other than those expressly stated.
74 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
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If you have an enquiry about STS Global Income & Growth Trust, please get in touch.
0131 378 0500 l companysecretary@stsplc.co.uk
The Chairman
c/o Company Secretary
STS Global Income & Growth Trust plc
28 Walker Street
Edinburgh
EH3 7HR
chairman@stsplc.co.uk
Easy access to information
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 75
Financial calendar – key dates 2025
First interim
dividend paid
Third interim
dividend paid
Half-yearly results
announced, half-yearly
financial report issued
Second interim
dividend payment
Fourth interim
dividend paid
Year end figures
announced and
annual report issued
January April
May
Annual General
Meeting
OctoberJune July December
Directors
John Evans (Chairman)
Gillian Elcock
Bridget Guerin
Sarah Harvey (Senior Independent Director)
Alexandra Innes
Brigid Sutcliffe
AIFM and Company Secretary
Juniper Partners Limited
28 Walker Street
Edinburgh EH3 7HR
Juniper Partners Limited is authorised and regulated by the
Financial Conduct Authority.
Manager
Troy Asset Management Limited
33 Davies Street
London W1K 4BP
Troy Asset Management Limited is authorised and regulated by
the Financial Conduct Authority.
Registered office
STS Global Income & Growth Trust plc
28 Walker Street
Edinburgh EH3 7HR
Registered in Scotland, registered number SC283272
Independent auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London E14 5EY
Custodians
J.P. Morgan Chase Bank N.A.
25 Bank Street
Canary Wharf
London E14 5JP
Bankers
The Royal Bank of Scotland International Limited
71 Bath Street
St Helier
Jersey JE4 8PJ
Depositary
J.P. Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Brokers
JPMorgan Cazenove Limited
25 Bank Street
Canary Wharf
London E14 5JP
Association of Investment Companies
9th Floor
24 Chiswell Street
London EC1Y 4YY
www.theaic.co.uk
STS Global Income & Growth Trust is a member of the AIC
(the trade body of the investment company industry).
Shareholder information
Website: www.stsplc.co.uk
Corporate information
stsplc.co.uk
28 Walker Street
Edinburgh
EH3 7HR