t
| Date | 20 Mar 2026 |
| Time | 07:00:00 |
| Category | Annual Financial Report |
| ID | nsm:9658c8ed-2bd3-403e-9e7b-f7d9c1edbc72.html |
Disseminated via PRN on 20 March 2026
Temple Bar Investment Trust Plc
(the “Trust” or “Company”)
Annual Financial Report for the year ended 31 December 2025
London, 20 March 2026 – Temple Bar Investment Trust Plc (LSE:TMPL), the UK-listed investment company that focuses on intrinsic value and long-term growth by investing primarily in UK-listed securities, has today announced annual results for the year ended 31 December 2025.
Highlights:
Charles Cade, Chairman of Temple Bar Investment Trust comments:
“2025 was another strong year for the Company’s performance, both in absolute terms and relative to the FTSE All-Share Index, the Company’s benchmark. The Net Asset Value total return with debt at fair value was +33.9% and the share price total return was +45.3%, compared with a total return of +24.0% for the Benchmark.
“Returns were primarily driven by stock selection rather than broader market movements, reflecting the Portfolio Manager’s focus on company fundamentals, valuation discipline and active engagement with investee companies.
“The Board continues to monitor the Company’s net revenue position closely and, based on the latest forecasts, expects to maintain a progressive dividend policy with future annual dividends increasing over time. It is the Board’s current intention to increase the quarterly dividends to 3.90p per share in 2026 (2025: 3.75p per share), an increase of 4.0% on 2025, representing an annualised dividend yield of 4.3%, based on the share price at the time of writing.
“The combination of strong performance, a rising dividend and increased marketing has led to significant demand for the Company’s shares, particularly from retail investment platforms such as interactive investor and Hargreaves Lansdown. This has helped move the Company’s share price to a premium to Net Asset Value per share. I am pleased to report that as a result, the Company was able to re-issue 5,045,000 shares out of treasury during the year at an average premium of 3.0%, raising £18.6m. Since 31 December 2025 to 18 March 2026, further shares have been re-issued from treasury and as a result, the Company’s market capitalisation is £1.1bn at the time of writing, up from £776m at the start of 2025.
“In our last annual report, we highlighted that the Board monitors the Company’s investable universe to ensure that the Portfolio Manager has a large enough opportunity set to build a diversified portfolio of attractively valued investments. At present, the Portfolio Manager continues to believe that the opportunity set is large enough under the Company’s current investment restrictions. However, should the universe of UK listed companies continue to reduce materially, the Board may in the future propose a broadening of the investment policy to increase the ability of our Portfolio Manager to access overseas opportunities beyond the current 30% limit.
“It would be easy for investors to take fright given the uncertain macro-economic and geopolitical outlook. It is worth recognising, though, that the Company’s performance is not closely correlated to the health of the UK economy. Indeed, the Portfolio Manager estimates that only approximately 35% of the underlying revenue of the portfolio companies comes from the UK. On a global level, the outlook is equally uncertain. However, the Company’s Portfolio Manager has historically been adept at taking advantage of periods of market dislocation. As a result, the Board believes that Temple Bar is well-placed to continue delivering attractive long-term returns for shareholders through a combination of capital growth and income.
“This is my first Chair’s Statement for Temple Bar, having been appointed as Chair on 2 December 2025 when Richard Wyatt retired from the Board. I would like to thank Richard for his significant contribution, and I take on the role of Chair with the Company in a far stronger position than it has been for many years. Together with Arthur Copple, the previous Chair, Richard was instrumental in the decision to appoint Redwheel as Portfolio Manager in 2020, at a time when value investing was firmly out of favour. Since Redwheel took over the management of the Company’s portfolio at the end of October 2020, the Net Asset Value total return to the end of 2025 has been +199.8% compared with +103.7% for the Benchmark, representing outperformance of 8.9% per annum.”
Ian Lance and Nick Purves, co-managers of Temple Bar Investment Trust comment:
“The Company’s portfolio performed well in 2025. Six stocks, NatWest Group, Barclays, Standard Chartered, Aviva, NN Group, and Johnson Matthey, rose by more than 50% in the year, and each thereby added at least 2% to the Company’s absolute return. Another eight stocks, including ABN Amro, GlaxoSmithKline, Aberdeen, Macys and BET, each added at least 1% to the Company’s absolute return. Only one stock, WPP, detracted more than 1% from the Company’s return in the year, more than halving in the period.
“Although valuations have risen from the quite extreme levels seen post the COVID pandemic, they are still low in an absolute and historical sense. In aggregate, the Company’s portfolio is now valued at around eleven times earnings, higher than it was, but still a discount to the wider UK market, and around half the valuation accorded to the wider global equity indices. Accordingly, we believe the Company is still priced to deliver meaningful excess return, and shareholders can look forward to the future with optimism.”
For further information, please contact
Gay Collins/Catherine Winterton, Montfort Communications 07798 626282 /[email protected]
Neil Winward, Frostrow Capital LLP 020 3008 4910/ [email protected]
Objective
The investment objective of Temple Bar Investment Trust Plc* is to provide growth in income and capital to achieve a long-term total return greater than the benchmark FTSE All-Share Index, through investment primarily in UK-listed securities. The Company’s policy is to invest in a broad spread of securities with the majority of the portfolio typically selected from the constituents of the FTSE 350 Index.
Purpose
The purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments.
Think value investing, think Temple Bar.
* “Temple Bar”, the “Trust” or the “Company”
Summary of Results
|
|
2025 |
2024 |
% change |
| NAV total return with debt at fair value1,2,3 |
33.9% |
19.9% |
|
| Share price total return1,3 |
45.3% |
19.1% |
|
| FTSE All-Share Index (the “Benchmark”)4 |
24.0% |
9.5% |
|
| Change in Retail Price Index over year5 |
4.2% |
3.5% |
|
| NAV per share with debt at book value |
369.1p |
286.2p |
29.0% |
| NAV per share with debt at fair value1,2 |
373.4p |
291.1p |
28.3% |
| Share price |
378.5p |
272.0p |
39.2% |
| Premium/(discount) of share price to NAV per share with debt at fair value1 |
1.4% |
(6.6)% |
|
| Dividends per share |
15.00p |
11.25p |
33.3% |
| Dividend Yield1 |
4.0% |
4.1% |
|
| Net gearing with debt at book value1 |
5.8% |
8.4% |
|
| Ongoing charges1 |
0.59% |
0.61% |
|
1 Alternative Performance Measure – See glossary of terms for definition and more information.
2 Debt fair value is calculated based on unobservable input, see note 20.
3 Source: Frostrow.
4 Source: Redwheel.
5 Source: ons.gov.uk.
Chair’s Statement
Performance
I am pleased to report that 2025 was another strong year for the Company’s performance, both in absolute terms and relative to the FTSE All-Share Index, the Company’s benchmark. The Net Asset Value total return with debt at fair value was +33.9% and the share price total return was +45.3%, compared with a total return of +24.0% for the Benchmark.
Since Redwheel took over the management of the Company’s portfolio at the end of October 2020, the Net Asset Value total return to the end of 2025 has been +199.8% compared with +103.7% for the Benchmark, representing outperformance of 8.9% per annum.
Investment Portfolio
The Portfolio Manager’s report provides a review of performance drivers during the year. Returns were primarily driven by stock selection rather than broader market movements, reflecting the Portfolio Manager’s focus on company fundamentals, valuation discipline and active engagement with investee companies.
After such strong performance in recent years, an obvious question for shareholders to ask is whether the Portfolio Manager can continue to find attractive value opportunities. They acknowledge that valuations have risen, but this was from a very low starting point post-COVID, and they believe that UK listed companies continue to trade at significant discounts to their international peers. During 2025, they took profits in several stocks that performed strongly, notably the Banks and Insurance companies, recycling capital into new holdings such as Johnson Matthey and Smith & Nephew. The ability to invest up to 30% in companies listed outside the UK also gives the Portfolio Manager the opportunity to find attractive investment ideas from a wider universe.
Further details of the Portfolio Manager’s investment approach, portfolio construction and significant contributors to and detractors from return in the year can be found in the Portfolio Manager’s Report. At the year end, the Company’s net gearing was 5.8% (2024: 8.4%).
Dividend and Dividend Policy
Total dividends for the year amounted to 15.00p per share (2024: 11.25p per share), an increase of 33.3% and representing a yield of 4.0% at the year end.
The Board continues to monitor the Company’s net revenue position closely and, based on the latest forecasts, expects to maintain a progressive dividend policy with future annual dividends increasing over time. However, the pace of this growth is unlikely to match the significant increases seen in the past few years which have been partly due to a strong recovery in underlying dividends post-COVID, but also reflect a change in the Company’s distribution policy.
Last year, the Board recognised that many listed companies have been altering the nature of their distributions to shareholders, with substantial growth in the level of share buybacks either alongside or instead of dividends. According to Computershare’s UK Dividend Monitor, share buybacks represented 42.1% of the total distributions by UK listed companies in 2025. Unlike dividends, share buybacks by portfolio companies are not recognised as revenue in your Company’s accounts. Reflecting this, shareholder authority was obtained at the last AGM to amend the Company’s dividend policy to enhance the dividend it pays from its net revenue by using our capital reserves.
It is the Board’s current intention to increase the quarterly dividends to 3.90p per share in 2026, (2025: 3.75p per share) making a total of 15.60p per share for the year (2025: 15.0p per share), an increase of 4.0%, representing an annualised dividend yield of 4.3%, based on the share price at the time of writing. In line with the dividend policy described above, the total annual dividend will include 3.0p per share per annum (0.75p per share per quarter) paid from capital reserves, equivalent to c.0.8% of net assets.
Discount/Premium Management
The Board remains committed to an active policy to manage the Company’s share price relative to its Net Asset Value. In the first two months of 2025, the Company repurchased 791,246 shares to be held in treasury at an average discount of 6.4%, for a total consideration of £2.2m. However, the combination of strong performance, a rising dividend and increased marketing has led to significant demand for the Company’s shares, particularly from retail investment platforms such as interactive investor and Hargreaves Lansdown. This has helped move the Company’s share price to a premium to Net Asset Value per share. I am pleased to report that as a result, the Company was able to re-issue 5,045,000 shares out of treasury during the year at an average premium of 3.0%, raising £18.6m.
On 31 December 2025, there were 289,649,378 shares in issue (excluding the 44,714,447 shares held in treasury). Since this date to 18 March 2026, a further 8,070,000 shares have been re-issued from treasury at an average premium of 2.9%, raising a further £31.5m. As a result, the Company’s market capitalisation is £1.1bn at the time of writing, up from £776m at the start of 2025.
The Board’s strategy has been to issue shares at a small premium to Net Asset Value in order to provide liquidity for buyers. Growing the fund’s assets also helps to reduce expenses, by spreading the Company’s fixed costs across a wider base.
The Board is not complacent about the Company’s premium rating at a time when the majority of Investment Companies are trading at discounts. We have demonstrated our commitment to discount control in recent years, repurchasing shares with a value of £114.3m between 1 January 2021 and 31 December 2025, representing 14.99% of the Company’s share capital. Should the Company trade on a discount in future, we would seek to resume our active buyback policy.
Investment Universe
In our last Annual report, we highlighted that the Board monitors the Company’s investable universe to ensure that the Portfolio Manager has a large enough opportunity set to build a diversified portfolio of attractively valued investments. In recent years, the number of takeovers and delistings has significantly exceeded the number of IPOs. According to Redwheel, the universe of UK listed companies greater than £1bn is now 236, 22 of which we already hold, compared with 20 out of 226 two years ago. Another consequence of de-equitisation in the UK market is a rise in concentration of dividend payments, and the top 20 dividend payers in the FTSE All-Share Index now account for around 63% of the index yield.
At present, the Portfolio Manager continues to believe that the opportunity set is large enough under the Company’s current investment restrictions. However, should the universe of UK listed companies continue to reduce materially, the Board may in the future propose a broadening of the investment policy to increase the ability of our Portfolio Manager to access overseas opportunities beyond the current 30% limit. Any such proposal would require shareholder approval.
Environmental, Social & Governance (“ESG”) Issues
ESG matters continue to be an important priority for the Board, and our objective remains to have full disclosure on the topic. The Board continues to request that our Portfolio Manager monitor, evaluate and actively engage with investee companies with the aim of preserving or adding value to the portfolio. Our Portfolio Manager reports back to the Board regularly on ESG related matters. Further details can be found in the Portfolio Manager’s Report.
Board Changes
This is my first Chair’s Statement for Temple Bar, having been appointed as Chair on 2 December 2025 when Richard Wyatt retired from the Board. Richard joined the Board in November 2017, and took over as Chair in May 2023. I would like to thank Richard for his significant contribution, and I take on the role of Chair with the Company in a far stronger position than it has been for many years. Together with Arthur Copple, the previous Chair, Richard was instrumental in the decision to appoint Redwheel as Portfolio Manager in 2020, at a time when value investing was firmly out of favour.
As part of the Board’s refreshment policy, two new directors, Nick Bannerman and Wendy Colquhoun, were appointed in the summer, and they have both quickly settled into their roles. There have also been some changes in Board responsibilities. Dr Shefaly Yogendra succeeded me as the Senior Independent Director and Wendy Colquhoun succeeded Shefaly as the Chair of the Management Engagement Committee.
Annual General Meeting (“AGM”)
The AGM this year will again be held at Barber-Surgeons’ Hall, Monkwell Square, Wood St, Barbican, London EC2Y 5BL, on Tuesday, 5 May 2026 at 11.30am. Shareholders and guests are welcome to attend in person where you will be able to hear a presentation from the portfolio management team Nick Purves and Ian Lance and also to meet the Board of Directors. This year’s AGM is notable as it marks the Company’s centenary. Temple Bar Investment Trust Plc was founded as Cable, Telephone and General Trust Limited in June 1926.
For those investors who are not able to attend the meeting in person, a video recording of the Portfolio Manager’s presentation will be uploaded to the website after the meeting. Shareholders can submit questions in advance by writing to the Company Secretary at [email protected].
Shareholders are invited to register their vote in advance by 11.30am on Thursday, 30 April 2026 at the latest. The votes on the resolutions to be proposed at the AGM will be conducted on a poll. The results of the poll will be published following the conclusion of the AGM by way of a stock exchange announcement and on the Company’s website: www.templebarinvestments.co.uk.
The Board strongly encourages shareholders to register their votes online in advance (information on how to vote can be found on page 52 of the Annual Report). Registering your vote in advance will not restrict shareholders from attending and voting at the meeting in person should they wish to do so. The Board recommends that shareholders vote in favour of all the resolutions set out in the Notice of AGM, as the Directors intend to do ourselves.
Outlook
It would be easy for investors to take fright given the uncertain macro-economic and geopolitical outlook. In the UK, economic growth remains anaemic, with a rising tax burden on businesses and renewed inflationary fears following the recent surge in energy prices. It is worth recognising, though, that the Company’s performance is not closely correlated to the health of the UK economy. Indeed, the Portfolio Manager estimates that only approximately 35% of the underlying revenue of portfolio companies comes from the UK. In part, this reflects the global nature of many UK listed companies, particularly in the Oil and Mining sectors, but it is also a result of the Company’s exposure of up to 30% in businesses listed overseas.
On a global level, the outlook is equally uncertain, with rising protectionism, concern over the impact of AI on corporate profits, as well as an escalation of hostilities in the Middle East. However, the Company’s Portfolio Manager has historically been very adept at taking advantage of periods of market dislocation. Rather than trying to predict the near term impact of macro-economic events, they focus on what a company’s profits are likely to be over the next five or more years. They believe that a temporary reduction in profits over a year or two does very little to alter the long-run intrinsic value of that business. Periods of volatility in markets can provide opportunities for their disciplined value-driven approach. As a result, the Board believes that Temple Bar is well-placed to continue delivering attractive long-term returns for shareholders through a combination of capital growth and income.
Charles Cade
Chair
19 March 2026
Investment Approach
A classic approach to value investing
The portfolio management team of Nick Purves and Ian Lance are long-term intrinsic value investors who believe that short-term sentiment amongst many market participants causes them to overreact to news, which has little or no impact on the long-run value of a business. This overreaction causes share prices to diverge from the intrinsic value of the underlying business and provides an opportunity for long-term investors to purchase shares at less than their true value. In the long term the share price tends to move closer to the intrinsic value of the business and this creates excess returns for investors who purchased shares at low valuations. The team form a view of a company’s long-run profit potential and make balance sheet adjustments to assess intrinsic value. They use their experience and knowledge of companies and sectors to identify those companies that are more likely to recover and improve in the future.
Identifying quality and avoiding value traps
Some value strategies simply apply mechanistic measures to identify undervalued stocks but this can lead to investing in businesses that are in structural decline; they may be cheap but their potential to recover is limited. Instead, the portfolio management team’s ‘intrinsic value’ approach aims to identify undervalued, yet good, quality companies with strong cash flows and robust balance sheets. The portfolio management team put a strong emphasis on financial strength because it gives them the confidence that a company can survive through a prolonged period of lower profitability caused by company-specific issues, or an unexpected downturn in the economy.
As Temple Bar’s Portfolio Manager, Redwheel aims to avoid lower-quality stocks or so called ‘value traps’ by monitoring companies against three different types of risk:
Valuation – Extrapolating favourable trends and paying more than the intrinsic value of the business (e.g. avoiding a situation where something is positively impacting a company’s share price in the short term but that isn’t sustainable longer term);
Earnings – the risk that the earnings of the Company decline for cyclical or secular reasons (e.g. the industry or sector that the business operates in is itself in cyclical or long-term decline); and
ESG – unethical or neglectful behaviour by a company in one of these areas can harm those who invest as well as the environment or society in which a company is located. We believe that applying ESG best practices, such as consideration of environmental and product safety, workplace diversity and strong corporate governance can contribute to long-term investment returns while mitigating risks.
In the diagram overleaf Redwheel has set out some of the key factors it considers when seeking to uncover the most compelling value opportunities.
10 Pillars of value investing
Ian Lance and Nick Purves believe value investing is making a comeback. With more than six decades of combined experience in UK equities, here’s how they do it.
Consider probabilities and payoffs
No matter the research, there are always surprises, positive and negative. Think best and worst case scenarios. If we think a share price could go to zero in one scenario, but has 400% upside in another, there is probably a case for investing.
Enhance, don’t drift
Discipline is key to value investing –stick to your philosophy, you’re here for the long run. Always look to improve and adapt as things change.
Simple but not easy
Buying shares for less than their worth then selling when the value has been realised is easy to understand. But most don’t invest this way due to a lack of ‘sticking with it’. Value investing is tricky – we are hard-wired to conform – but can be rewarding.
Cycles, cycles, cycles
Profits and share prices are impacted by cycles such as credit, commodity and business. An investor’s overreaction can throw up opportunities. An advantage lies in knowing which cycles impact an investment and where we are in that cycle.
Be contrarian but not mindless contrarian
Investors love to buy what everyone else hates. But having respect for what the market is saying is key. Eagerly buying shares being sold in companies with too much debt, or declining profits, can prove costly and mindlessly contrarian.
Don’t buy rubbish
Recently the market has become fixated with quality and growth. Quality and growth are intrinsic to a business’s value. We’ve had success when high quality businesses have been questioned by the market, resulting in low value entry.
Bargains are rare, make the most of them
It’s unlikely that you’re going to buy a business trading at half its intrinsic value. However, a company or an industry will suffer a drawdown at some stage, which may present an opportunity to buy at a good value.
Adopt an absolute return mindset
Value investing is a risk averse strategy born out of a reaction to the Great Depression. By buying a dollar of value for 50 cents, you build in a ‘margin of safety’ in case the economy and/or the stock market suffer. Value investors see risk as the risk of permanent capital impairment, so invest with this at top of your mind.
Be patient, be long term
A struggling, out-of-favour business is unlikely to turn around the day after you invest. It’s more likely that things continue to get worse, so we try to be patient, allowing for profitability to improve and for the market to recognise it. Our typical holding period is at least five years.
There is no single correct method
Value investing relies on estimating the intrinsic worth of a business. Our experience tells us to be flexible, by adjusting earnings for cyclicality, and to recognise the positive (hidden value), and the negative (e.g. pension fund deficit), on a balance sheet.
The Portfolio Manager’s Report
How would you describe your investment philosophy?
We are value investors. This means that we invest the Company’s assets in companies whose stock market value is at a significant discount to our assessment of the fair or intrinsic value of the business. Investing in under-valued companies provides two benefits. First, it provides investors with a margin of safety if events don’t unfold in a way that investors would have hoped and second, they can expect to receive an excess investment return as and when this under valuation is corrected by the stock market.
What supports your value-focused approach in today’s market environment?
We are so called ‘value’ investors because numerous academic studies1 have shown that systematically investing in lowly valued companies has seen investors enjoy an excess long-term investment return above the wider stock market, even though it is often these companies that are seen to operate in the most challenged industries. We believe the reason for this outperformance comes down to psychological factors where investors systematically overpay for those companies whose prospects are seen to be the most attractive, whilst being too quick to overlook or dismiss companies where the outlook is more difficult. By investing the Company’s assets in lowly valued companies, we aim to take advantage of these behavioural inconsistencies to the benefit of shareholders.
1 One study from Professors Dimson, Marsh and Staunton used dividend yield as a measure of valuation and demonstrated that the highest yielding part of the US stock market between 1927 and 2022 generated a total return of 11.2% per annum versus 9.4% per annum for the lowest yielding part, meaning that $1 at the start of the period became $25,277 in the former but only $5,513 in the latter. The data for the UK market starts from 1900 with £1 invested producing £199,040 in high yielding stocks versus £9,717 for low yielding stocks.
Source: © Elroy Dimson, Paul Marsh and Mike Staunton; US data is from Professor Kenneth French, Tuck School of Business, Dartmouth (website). UK data is from Elroy Dimson, Paul Marsh, and Mike Staunton, London Share Price Database. Past performance is not a guide to future returns. The information shown above is for illustrative purposes.
How does this investment philosophy translate into portfolio decisions?
A company’s shares will normally trade at a discount to its intrinsic value for one of two main reasons: either because of neglect or controversy. Where the cause is neglect, the stock market is not concerned that there is a particular problem with the business; it is just that the company is seen to offer relatively dull prospects in a world where many investors crave excitement. Where there is a controversy surrounding the company, investors are worried that either a downturn in the economy or some secular change in the company’s industry will negatively impact profitability. This uncertainty is unsettling for many investors and can cause them to sell the shares. In a desire to avoid what are sometimes seen as troubled businesses, investors often forget that the purchase of a share exposes them to a very long-term stream of corporate cash flows, the true value of which only changes by a relatively small amount even in the event of a severe recession. The result is that share prices will often overreact to short term news flow. Temple Bar seeks to take advantage of this excess volatility by investing in companies whose shares are significantly undervalued based on a conservative view of a business’s long-term profit potential.
We seek, therefore, to identify fundamentally sound but lowly valued companies whose shares are priced to offer higher investment returns in the future. A fundamentally sound business is one that can grow its profits over time (although not necessarily in each year), has strong finances and a capable and sensible management team who allocate capital in the best interests of their shareholders.
How do you build a portfolio in an uncertain world?
We think that one must recognise from the outset that the economic and stock market outlook is always uncertain, and the future is unknowable. In our view, it is therefore wrong to build a portfolio around a certain view of the economy. After all, who could have predicted the stock market drawdowns caused by the COVID pandemic, or Russia’s invasion of Ukraine, or last year’s Liberation Day tariffs? Or indeed, in each case, the subsequent stock market recovery? In 2025, the newspapers were full of negative headlines about the UK economy and yet the FTSE All Share Index delivered a total return of 24%*. That is not to say that the concerns are not well founded, it is just that there is no predicting when and to what degree they will influence the market.
Our approach therefore is to accept that we can’t predict the future and understand that share price volatility, whilst uncomfortable at times, is part and parcel of equity investing. It can after all be thought of as the price that one pays to access the excess investment return that equities have offered over time. We would even go one step further and encourage investors to see volatility as their friend to the extent that it offers an opportunity to invest in good businesses at bargain prices.
Whilst investors should be accepting of share price volatility, they should work hard to minimise the risk of permanent impairment of value. The permanent impairment of the value of an equity can arise in one of three ways. In the first instance it can be where an investor buys into a good company with attractive prospects but at too high a valuation which then corrects downwards even though the company’s profits grow at a satisfactory rate. Here, investors have made the mistake of confusing a good company with a good investment and have simply overpaid for the stock. We see this as a risk in the technology sector today, where excitement over the prospects for AI, has potentially led to the over-valuation of some of the world’s largest companies. In the second instance, the company’s finances are not strong enough to enable it to weather an economic downturn without having to raise additional capital from shareholders. This additional capital almost always comes at a high price and is very dilutive to the interests of the existing shareholders. In the last instance, the company profits are in long term decline because of adverse secular change in the company’s industry.
We try to minimise the risk of impairment by investing in lowly valued, financially strong businesses with profits than can grow over the medium term. If you can successfully put together a diversified group of shares with these characteristics then you are setting yourself up to enjoy attractive investment returns over the medium to long term.
* Source: Bloomberg.
Has your investment approach it changed over the past year?
No, we have applied the same valuation driven approach relatively successfully over many years. Whilst stock market cycles come and go, as long as human beings continue to demonstrate the behavioural inconsistencies outlined above, then a valuation driven approach should be able to deliver excess return. Of course, lowly valued companies don’t deliver excess returns every year; no investment approach does that. As an investment style it can go through more difficult periods and at these times, it is important that we maintain a strong discipline and don’t allow our style to ‘drift’. It is by maintaining this valuation focus, in good years and bad, that we have been able to deliver significant excess returns for our investors over time. For their part, it is important that the Company’s shareholders set their expectations correctly and focus on the longer term.
Temple Bar led its sector during the period; what drove that strong performance?
The Company’s portfolio performed well in 2025. Six stocks, the three UK listed banks, NatWest Group, Barclays and Standard Chartered, insurers Aviva and NN Group, and Johnson Matthey, rose by more than 50% in the year, and each thereby added at least 2% to the Company’s absolute return*. Another eight stocks, including ABN Amro, GlaxoSmithKline, Aberdeen, Macys and BT, each added at least 1% to the Company’s absolute return*.
The three UK listed banks were helped by a reasonable economy, strong net interest margins, benign credit trends and high levels of investment banking activity, all of which combined to result in upgraded profit forecasts for 2025 and 2026.
Johnson Matthey was purchased at the start of 2025 and was the Company’s largest holding at the year-end. Despite its market leading positions and technological know-how, we believe that the company is making a sub optimal level of profit. By increasing its margins to an industry standard, the company should be capable of delivering significant growth in earnings, something that was not adequately reflected in the share price. At the time of its results in May, the company announced the sale of one of its divisions and an intention to return most of the proceeds to shareholders. This division accounts for just one quarter of the company’s profits and yet the sales proceeds accounted for around two thirds of its market value at the time of the announcement. It is perhaps unsurprising therefore that the shares performed well through the remainder of the year.
Like the Banks, the UK insurer Aviva and the Dutch insurer NN Group, have continued to benefit from higher interest rates, muted insurance losses, benign credit trends, and low starting valuations. Aviva acquired Direct Line for a reasonable price in the Summer and this will lead to cost and capital efficiency and improved profit growth.
Which holdings performed poorly in 2025 and how do you deal with mistakes?
Only one stock, WPP, detracted more than 1% from the Company’s return* in the year, more than halving in the period. The share price fall was driven by a marked deterioration in the company’s operating performance resulting in a significant decline in the company’s profits in 2025.
In these situations, we must judge each case on its own merits and try and disentangle the cyclical and company specific elements from the secular change occurring in the business, as the cyclical and company specific factors can usually be resolved, whereas significant adverse secular change can result in a long-term impairment of value.
In this case, the company has said that macroeconomic conditions have weighed on client spending and there has been less new business than expected. Whilst it is not uncommon for a struggling company to place the blame on a cyclical downturn for downgrades to profit expectations, there is no doubt that poor management and secular changes brought about by the increasing use of AI are at least partly to blame. Whilst these adverse secular forces are undoubtedly a factor, what is less clear is whether these forces are manageable. Given the changing backdrop, the advertising agencies are unlikely to deliver the rates of growth that they have done in the past, but that does not mean that the companies cannot continue to generate a steady stream of profits.
Ultimately, despite our best efforts, in any situation such as this we cannot be sure that profits will stabilise (and that the asset is therefore not impaired), but what gives us confidence in this case is the fact that profits at the other three big global agencies are either stable or growing. Without wishing to downplay the challenges that the industry faces, we therefore believe that at WPP, a significant portion of the company’s problems are self-made and therefore can ultimately be resolved.
We find that in these situations, a meeting with management is often helpful. Here, we met with the company’s new Chief Executive, Cindy Rose, in November and this confirmed our view that, notwithstanding the changes that the industry is seeing, the company is operating below its longer-term potential and that, as the world’s largest marketing agency, it can grow its profits. Accordingly, given the extreme pessimism priced into the shares, we have since added to the Company’s holding in the stock.
* Source: Redwheel.
How are you using the flexibility to invest outside the UK and how does that shape portfolio resilience?
The ability to invest a portion of the Company’s portfolio outside of UK listed companies is valuable and serves two purposes. First it enables us as portfolio managers to access sectors of the stock market which we believe to be undervalued, but which are not well represented in the UK share index. Second, it enables us to improve the stock specific or geographic diversification in a sector that we think looks undervalued. In Financials, the Company has shareholdings in two Korean banks, as well as the three UK listed banks, NatWest, Barclays and Standard Chartered, thereby reducing the Company’s exposure to an upset in the UK economy. Outside the UK, in 2025, the Company invested in the Korean lenders, Hana Financial and Woori, the US department store operator Macys and food retailer Carrefour, all on low, single digit multiples of annual profit*.
* Source: Redwheel.
How is the portfolio positioned today and what is the outlook for future returns?
The Company’s portfolio continues to be invested in what we believe to be fundamentally sound businesses that should be capable, by virtue of their market positions and the industries in which they operate of growing their profits over time, but which continue to be modestly valued in the stock market. Stock market history has shown that ultimately, starting valuation is the best determinant of long-term investment return such that when valuations rise, the stock market is pricing in a greater portion of the company’s future profit growth and investors should therefore expect to receive a lower investment return. Given the strong share price performance of many of the holdings in the Company, it begs the obvious question as to what the Company’s shareholders can reasonably expect in terms of long-term investment return from the starting point of today.
In trying to answer this question, we would be the first to say that, although the profits of the Company’s holdings have grown markedly, in many cases they haven’t kept up with the rise in the company’s share prices. Accordingly, the Company’s portfolio has re-rated somewhat over time, thereby implying lower returns in the future. However, we should emphasise that although valuations have risen from the quite extreme levels seen post the COVID pandemic, they are still low in an absolute and historical sense. In aggregate, the Company’s portfolio is now valued at around eleven times earnings, higher than it was, but still a discount to the wider UK market*, and around half the valuation accorded to the wider global equity indices. Accordingly, we believe the Company is still priced to deliver meaningful excess return, and shareholders can look forward to the future with optimism.
Nick Purves and Ian Lance
RWC Asset Management LLP (“Redwheel”)
19 March 2026
Portfolio of Investments
Top ten holdings
|
|
Company |
Sector |
Place of primary listing |
Valuation £’000 |
% of Portfolio |
| 1. |
Johnson Matthey |
|
|
|
|
|
|
Johnson Matthey is a British multinational speciality chemicals and sustainable technologies company, that develops and manufactures catalysts, materials and solutions to reduce emissions, support clean energy and improve industrial processes worldwide. |
Materials |
UK |
61,438 |
5.4 |
| 2. |
Shell |
|
|
|
|
|
|
Shell explores for, produces, and refines petroleum. The company produces fuels, chemicals, and lubricants. Shell owns and operates gasoline filling stations worldwide. |
Energy |
UK |
51,803 |
4.6 |
| 3. |
BT Group |
|
|
|
|
|
|
BT is a telecommunications company that provides fixed-line, mobile, broadband, TV and IT services to consumers, businesses and public sector organisations in the UK and around the world. It is the UK’s largest provider of telecoms services and digital connectivity. |
Communications |
UK |
51,394 |
4.6 |
| 4. |
NatWest Group |
|
|
|
|
|
|
NatWest Group operates as a banking and financial services company. The Bank provides personal and business banking, consumer loans, asset and invoice financing, commercial and residential mortgages, credit cards, and financial planning services, as well as life, personal, and income protection insurance. |
Financials |
UK |
50,190 |
4.4 |
| 5. |
WPP |
|
|
|
|
|
|
WPP is an advertising, communications and public relations holding company headquartered in London that provides integrated marketing, media, data and technology services to major global brands through its network of agencies. |
Communications |
UK |
48,791 |
4.3 |
| 6. |
NN Group |
|
|
|
|
|
|
NN Group is a financial services company that provides insurance, pensions, retirement services, banking and investment products to millions of customers across Europe and Japan. |
Financials |
Netherlands |
45,747 |
4.1 |
| 7. |
BP |
|
|
|
|
|
|
BP is an oil and petrochemicals company. The company explores for and produces oil and natural gas, refines, markets, and supplies petroleum products, generates solar energy, and manufactures and markets chemicals. |
Energy |
UK |
44,881 |
4.0 |
| 8. |
ITV |
|
|
|
|
|
|
ITV provides broadcasting services. The company produces and distributes content on multiple platforms. ITV serves customers in the United Kingdom. |
Communications |
UK |
44,701 |
4.0 |
| 9. |
Aviva |
|
|
|
|
|
|
Aviva operates as an international insurance company that provides all classes of general and life assurance. The company also offers a variety of financial services, including long-term savings and fund management. |
Financials |
UK |
44,543 |
3.9 |
| 10. |
Marks & Spencer Group |
|
|
|
|
|
|
Marks & Spencer Group operates a chain of retail stores. The company sells consumer goods and food products, as well as men’s, women’s, and children’s clothing and sportswear |
Consumer Staples |
UK |
39,752 |
3.5 |
|
|
Company |
Sector |
Place of primary listing |
Valuation |
% of |
| 11 |
GSK |
Healthcare |
UK |
39,362 |
3.5 |
| 12 |
Smith & Nephew |
Healthcare |
UK |
38,839 |
3.5 |
| 13 |
Barclays |
Financials |
UK |
36,973 |
3.3 |
| 14 |
Macys |
Consumer Discretionary |
United States |
36,662 |
3.3 |
| 15 |
Standard Chartered |
Financials |
UK |
36,609 |
3.2 |
| 16 |
TotalEnergies |
Energy |
France |
34,329 |
3.0 |
| 17 |
Aberdeen Group |
Financials |
UK |
34,119 |
3.0 |
| 18 |
Anglo American |
Materials |
UK |
30,179 |
2.7 |
| 19 |
Centrica |
Utilities |
UK |
28,324 |
2.5 |
| 20 |
Woori |
Financials |
South Korea |
27,329 |
2.4% |
| Top 20 Investments |
|
|
825,965 |
73.2 |
|
| 21 |
Currys |
Consumer Discretionary |
UK |
25,430 |
2.2 |
| 22 |
Pearson |
Consumer Discretionary |
UK |
24,787 |
2.2 |
| 23 |
Hana Financial |
Financials |
South Korea |
24,350 |
2.2 |
| 24 |
Vodafone Group |
Communications |
UK |
23,907 |
2.1 |
| 25 |
Carrefour |
Consumer Staples |
France |
23,779 |
2.1 |
| 26 |
International Airlines Group |
Industrials |
Spain |
22,572 |
2.0 |
| 27 |
Kingfisher |
Consumer Discretionary |
UK |
20,125 |
1.8 |
| 28 |
HP |
Information Technology |
United States |
19,940 |
1.8 |
| 29 |
CK Hutchison Group |
Industrials |
Hong Kong |
18,404 |
1.6 |
| 30 |
Stellantis |
Consumer Discretionary |
Netherlands |
18,059 |
1.6 |
| 31 |
Honda Motor |
Consumer Discretionary |
Japan |
17,462 |
1.5 |
| 32 |
Diageo |
Consumer Staples |
UK |
16,810 |
1.5 |
| 33 |
Capita |
Industrials |
UK |
13,517 |
1.2 |
| 34 |
Molson Coors Beverage |
Consumer Discretionary |
United States |
8,799 |
0.8 |
| 35 |
Continental |
Consumer Discretionary |
Germany |
8,000 |
0.7 |
| 36 |
Aumovio |
Consumer Discretionary |
Germany |
2,524 |
0.2 |
| Total Equity Investments |
|
|
1,114,430 |
98.7 |
|
| Short-dated UK T-Bills |
Fixed Interest |
UK |
14,462 |
1.3 |
|
| Total Valuation of Portfolio |
|
|
1,128,892 |
100.0 |
|
Portfolio Distribution
As at 31 December 2025
| Industry |
Temple Bar |
FTSE All-Share* |
| Financials |
26.5 |
25.1 |
| Communications |
15.0 |
2.5 |
| Consumer Discretionary |
14.3 |
6.0 |
| Energy |
11.6 |
8.8 |
| Materials |
8.1 |
7.1 |
| Consumer Staples |
7.1 |
14.4 |
| Healthcare |
7.0 |
12.9 |
| Industrials |
4.8 |
15.4 |
| Utilities |
2.5 |
4.5 |
| Information Technology |
1.8 |
1.3 |
| Real Estate |
– |
2.0 |
| Total Equities |
98.7 |
100.0 |
| Fixed Interest |
1.3 |
– |
| Total Portfolio |
100.0 |
100.0 |
Source: Redwheel
* FTSE All-Share ex investment Trusts
Overview of Strategy
The Strategic Report is designed to help shareholders assess how the Directors have performed their duty to promote the success of the Company during the year under review.
Business of the Company
Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926 with the registered number 00214601.
The Company carries on business as an investment company under Section 833 of the Companies Act 2006 and has been approved by HM Revenue & Customs as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010.
Section 172 Statement
The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006 (“Section 172”). In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, having regard, amongst other matters, to the following six items:
| The likely consequences of any decision in the long term |
All Board discussions include consideration of the longer-term consequences of key decisions and their implications for relevant stakeholders. In managing the Company during the year under review, the Board acted in the way which it considered, in good faith, would be most likely to promote the Company’s long-term sustainable success and to achieve its wider objectives for the benefit of our shareholders as a whole, having had regard to our wider stakeholders and the other matters set out in Section 172. |
| The interests of the Company’s employees |
This provision is not relevant as the Company does not have any employees. |
| The need to foster the Company’s business relationships with suppliers, customers and others |
The Board’s approach is described under “Stakeholders” below. |
| The impact of the Company’s operations on the community and the environment |
The Board takes a close interest in responsible investment issues and sets the overall strategy. Management of the portfolio is delegated to the Portfolio Manager, which is responsible for the practical implementation of policy. A description of the Company’s approach to stewardship and the role of the Portfolio Manager is set out on page 43 of the Annual Report. |
| The desirability of the Company maintaining a reputation for high standards of business conduct |
The Board’s approach is described under “Culture” on page 34 of the Annual Report. |
| The need to act fairly between shareholders of the Company |
The Board’s approach is described under “Shareholders” below. |
In considering the primary purpose of the Company, the Board made several key decisions during the year. The Board:
The Directors have reviewed and discussed each aspect of Section 172 and consider that the information set out on pages 32 and 33 of the Annual Report is particularly relevant in the context of the Company’s business as an externally managed investment company which does not have any employees or suppliers.
Stakeholders
The Board continuously seeks to understand the needs and priorities of the Company’s stakeholders, and these are taken into account during all of its discussions and as part of its decision making. As the Company is an externally managed investment company and does not have any employees or customers, it therefore has very little direct impact on the community or the environment. Its key stakeholders comprise its shareholder base and its lender. The Company also has important contractual relationships with its key service providers but does not consider these to be stakeholders. The Company recognises the indirect impact it may have on the community and the environment through its investee companies. Further details on this are set out on pages 33 to 43 of the Annual Report. The sections below outline why these key stakeholders are considered of importance to the Company and the actions taken to ensure that their interests are considered.
Shareholders
The primary purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments. Continued shareholder support and engagement are critical to the existence of the Company and the delivery of its long-term strategy.
The Board recognises the importance of engaging with shareholders on a regular basis to maintain a high level of transparency and accountability and to inform the Company’s decision making and future strategy.
The Board primarily engages with shareholders through direct engagement by the Chair (including with the Board at the Company’s Annual General Meeting) and through the Portfolio Manager and Frostrow who maintain an ongoing dialogue with shareholders through regular shareholder communications, both written and verbal, and also through in person and online meetings (including webinars). The Portfolio Manager has continued to publish quarterly newsletters written by the portfolio management team, which explore their ideas and philosophies around investing and explain the positioning of the portfolio. Online statistics on engagement show that these newsletters remain very popular with shareholders. Additional dialogue with shareholders is achieved through the annual and half-yearly reports, both of which contain reports from the Portfolio Manager, the daily NAV announcements and the monthly fact sheet which is available on the Company’s website. Portfolio data is also provided to external providers such as Morningstar, which feeds several websites on a monthly basis.
One of the Board’s long-term strategic aspirations has been that the Company’s shares should trade consistently at a price close to the NAV per share. During the year under review, challenging stock market conditions continued to have a negative impact on share price discounts across the investment company sector, (the average discount was 8.3%* as at 31 December 2025). The Company utilised share buybacks during the early part of the year to help manage the discount and moderate short-term market pressures. From October, however, in response to a sustained improvement in demand for the Company’s shares, as a result of strong performance and the Company’s increased yield, the Company’s share price moved to a premium to the NAV per share, and it was able to resume issuing shares, reflecting renewed investor interest. At the year end, the shares were trading at a 1.4% premium to the NAV per share. The Board, the AIFM and the Portfolio Manager have continued to focus heavily on the promotion of the Company, in order to encourage long-term buying interest and supporting a market rating close to, or at times above, the NAV per share.
An important role of the Board is to ensure that the Company’s ongoing charges are competitive both in terms of its peer group and other comparable investment products. While having an optimal service provider structure brings inevitable cost, excessive expense can eat away at investment returns over time. For that reason, the Board remains focused on limiting cost increases to shareholders as far as possible, despite the current inflationary environment.
All shareholders are encouraged to attend and vote at AGMs, at which the Board and the portfolio management team are available to discuss issues affecting the Company and to answer any questions. Further details regarding the AGM are set out in the Notice of AGM on pages 97 to 100 of the Annual Report.
* Source: Cavendish Securities.
Lenders
Alongside shareholders’ equity, the Company is partly funded by debt. All the Company’s debt is subject to contractual terms and restrictions. We have an established procedure to report regularly to our lender on compliance with debt terms. It is our policy that all interest payments and repayments of principal will continue to be made in full and on time.
Service Providers
To function as an investment trust listed on the London Stock Exchange, the Company relies on a number of suppliers and advisers for support in complying with all relevant legal and regulatory obligations.
The Company’s day-to-day operational functions are delegated to a number of third-party service providers, each engaged under separate contracts. The Company’s principal service providers are the Portfolio Manager, Alternative Investment Fund Manager, Administrator and Company Secretary, Custodian and Depositary, Broker and the Registrar.
Over the past five years the Board believes it has continued to develop a close and constructive working relationship with the Portfolio Manager, which it believes is crucial to promoting the long-term success of the Company. Representatives of the Portfolio Manager attend Board meetings and provide reports and verbal updates on matters relating to investments, performance and marketing.
The Board, primarily through the Audit and Risk and Management Engagement Committees, keeps the ongoing performance of the Portfolio Manager and the Company’s other principal third-party service providers under continual review.
Culture
The purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments. These investments will primarily be UK listed. The Company has no employees, but the culture of the Board is to promote strong governance and a long-term investment outlook with an emphasis on investing in businesses that can deliver enduring value to shareholders. Therefore, the Board asks the Company’s Portfolio Manager to invest in stocks that fulfil the traditional metrics of the value style but also possess a business model that is resilient and viable in the long term.
Investment Objective and Policy
The Company’s investment objective is to provide growth in income and capital to achieve a long-term total return greater than the benchmark FTSE All-Share Index, through investment primarily in UK-listed securities. The Company’s policy is to invest in a broad spread of securities with typically the majority of the portfolio selected from the constituents of the FTSE 350 Index.
Investment Guidelines
The UK equity element of the portfolio will be mostly invested in the FTSE All-Share Index; however, exceptional positions may be sanctioned by the Board and up to 30% of the portfolio may be held in listed international equities, subject to a maximum 10% exposure to emerging markets. The Company may continue to hold securities that cease to be quoted or listed if the Portfolio Manager considers this to be appropriate. There is an absolute limit of 10% of the portfolio in any individual stock with a maximum exposure to a specific sector of 35%, in each case irrespective of their weightings in the Benchmark.
It is the Company’s policy to invest no more than 15% of its gross assets in other listed investment companies (including listed investment trusts).
The Company maintains a diversified portfolio of investments, typically comprising 30-50 holdings, but without restricting the Company from holding a more or less concentrated portfolio from time-to-time as circumstances require.
The Company’s long-term investment strategy emphasises stocks of companies that are out of favour and whose share prices do not match the Portfolio Manager’s assessment of their longer-term value.
From time-to-time fixed interest holdings or non-equity interests may be held for yield enhancement and other purposes. Derivative instruments may be used in certain circumstances, and with the prior approval of the Board, for hedging purposes or to take advantage of specific investment opportunities.
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company’s gross gearing range may fluctuate between 0% and 30%, based on the current balance sheet structure, with an absolute limit of 50%.
As a general rule, it is the Board’s intention that the portfolio should be reasonably fully invested. An investment level of 90% of shareholder funds is regarded as a guideline minimum investment level dependent on market conditions.
Risk is managed through diversification of holdings, investment limits set by the Board and appropriate financial and other controls relating to the administration of assets.
Key Performance Indicators
The key performance indicators (“KPIs”) used to determine the progress and performance of the Company over time, and which are comparable to those reported by other investment trusts, are:
While some elements of performance against KPIs are beyond the Board’s and Portfolio Manager’s control, they provide measures of the Company’s absolute and relative performance and are, therefore, monitored by the Board on a regular basis.
NAV Total Return
In reviewing the performance of the assets in the Company’s portfolio the Board monitors the NAV in relation to the FTSE All-Share Index. This is the most important KPI by which performance is judged. During the year the NAV total return with debt at fair value of the Company was 33.9% compared with a total return of 24.0% by the FTSE All-Share Index. As noted in both the Chair’s Statement and Portfolio Manager’s Report, the Company outperformed the FTSE All-Share Index on both a NAV and share price basis.
Premium/discount to NAV
The Board monitors the premium/discount at which the Company’s shares trade in relation to the NAV per share. During the year the shares traded at an average discount to NAV of 0.5%. This compares with an average discount of 6.8% in the previous year. As set out in the Chair’s Statement, during the year the Board closely monitored both the discount and the premium and utilised share buybacks and also share issuance when it was considered appropriate to do so. The Board and Portfolio Manager closely monitor both movements in the Company’s share price and significant dealings in the shares. In order to avoid substantial overhangs or shortages of shares in the market the Board asks shareholders to approve resolutions which allow for both the buy back of shares and their issuance, which can assist in the management of the discount or premium.
Dividends per Share
It remains the Directors’ intention to distribute, over time, by way of four quarterly dividends, substantially all of the Company’s net revenue income after expenses and taxation. Further, an additional 3.0p per share per annum (0.75p per share per quarter) is currently paid using the Company’s capital reserves.
The Portfolio Manager aims to maximise total returns from the portfolio. The Company has paid dividends totalling 15.0p per ordinary share for the year ended 31 December 2025 (2024: 11.25p), representing a dividend yield of 4.0% at the year-end (2024: 4.1%). The Board hopes to continue sustainable dividend growth over the coming years supported by the use of the Company’s capital reserves. Further information can be found in the Chair’s Statement.
Ongoing Charges
Ongoing charges is an expression of the Company’s management fees and other operating expenses as a percentage of average daily net assets over the year. The ongoing charges for the year ended 31 December 2025 were 0.59% (2024: 0.61%). The Board reviews the Company’s ongoing charges on a regular basis. The level of the Company’s ongoing charges has fallen slightly during the period, and continues to compare favourably with peers in the UK Equity Income sector of investment trust companies.
Ten-Year Summary
|
|
2016 |
2017 |
2018 |
2019 |
2020^ |
2021 |
2022 |
2023 |
2024 |
2025 |
| Total Returns |
|
|
|
|
|
|
|
|
|
|
| NAV with debt at fair value3 |
20.6% |
10.2% |
(11.3%) |
27.9% |
(28.0%) |
24.6% |
0.9% |
12.3% |
19.9% |
33.9% |
| Share Price3 |
20.7% |
11.0% |
(9.7%) |
34.3% |
(31.5%) |
20.0% |
3.6% |
12.5% |
19.1% |
45.3% |
| FTSE All-Share Index3 |
16.8% |
13.1% |
(9.5%) |
19.2% |
(9.8%) |
18.3% |
0.3% |
7.9% |
9.5% |
24.0% |
| NAV per share* (p) |
236.2 |
280.0 |
239.9 |
294.6 |
202.0 |
241.7 |
228.5 |
248.0 |
286.2 |
369.1 |
| NAV per share with debt at fair value*(p) |
259.6 |
277.4 |
238.1 |
292.5 |
199.2 |
240.4 |
233.5 |
252.2 |
291.1 |
373.4 |
| Share Price* (p) |
244.6 |
262.8 |
229.2 |
295.2 |
191.0 |
221.6 |
220.5 |
238.0 |
272.0 |
378.5 |
| Premium/ (Discount)2 |
(5.8%) |
(5.3%) |
(3.7%) |
0.9% |
(4.1%) |
(7.8%) |
(5.6%) |
(5.6%) |
(6.6%) |
1.4% |
| Dividends per share*(p) |
8.09 |
8.49 |
9.34 |
10.28 |
7.70 |
7.90 |
9.35 |
9.60 |
11.25 |
15.00 |
| Dividend Yield1 |
3.3% |
3.2% |
4.1% |
3.5% |
4.0% |
3.6% |
4.2% |
4.0% |
4.1% |
4.0% |
| Ongoing Charges |
0.51% |
0.49% |
0.47% |
0.49% |
0.50% |
0.48% |
0.54% |
0.56% |
0.61% |
0.59% |
* Comparative periods have been restated for the sub-division of each ordinary share into 5 new ordinary shares, approved at the AGM held on 10 May 2022 and completed on 13 May 2022.
^ Redwheel was appointed as Portfolio Manager on 30 October 2020.
1 Calculated as dividends per share divided by the year-end share price.
2 Premium / (Discount) of share price to NAV per share with debt at fair value.
3 Source: Frostrow for Company returns, Redwheel for FTSE All-Share returns.
Principal and Emerging Risks
The Board has overall responsibility for reviewing the effectiveness of the system of risk management and internal control which is operated by the Portfolio Manager and the Company’s other service providers. The Company’s ongoing risk management process is designed to identify, evaluate and mitigate the significant risks that the Company faces. A ‘heat map’ system is used, allowing a visual assessment of the different risks identified and adjustment of the inputs based on changing internal and external factors.
The Board undertakes a semi-annual risk review with the assistance of the Audit and Risk Committee, to assess the adequacy and effectiveness of the Portfolio Manager and other service providers’ risk management and internal control processes.
The Board has carried out a robust assessment of its principal and emerging risks during the period under review, including those that would threaten its business model, future performance, solvency or liquidity.
The principal and emerging risks and uncertainties faced by the Company are set out overleaf. The risks arising from the Company’s financial instruments are set out in note 20 to the Financial Statements.
| Risk |
Mitigation and Management |
| Market Risk |
|
| By the nature of its activities and Investment Objective, the Company’s portfolio is exposed to fluctuations in market prices (from both individual security prices and foreign exchange rates). As such investors should be aware that by investing in the Company they are exposing themselves to market risks. The Company also uses gearing, via the private placement loans issued, the effect of which is to amplify the gains or losses the Company experiences. |
To manage these risks the Board and the AIFM have appointed Redwheel to manage the portfolio within the remit of the investment objective and policy, and imposed various limits and guidelines. These limits ensure that the portfolio is diversified, reducing the risks associated with individual stocks. The compliance with those limits and guidelines is monitored daily by Frostrow and Redwheel and reported to the Board weekly. In addition, Redwheel reports at each Board meeting on the performance of the Company’s portfolio, including the rationale for investment decisions, the make-up of the portfolio and the investment strategy. As part of its review of the viability of the Company, the Board also considers the sensitivity of the Company to changes in market prices and foreign exchange rates (see note 20), how the portfolio would perform during a market crisis, and the ability of the Company to liquidate its portfolio if the need arose. Further details are included in the Going Concern and Viability Statements. |
| Geopolitical and Macro Risks |
|
| As recent years have demonstrated, global events, including unforeseen events, can have a dramatic effect on both financial markets and everyday life. The Company is at risk from both the financial impacts of such events, as well as possible disruption to the day-to-day activities of its service providers and portfolio companies. Ongoing geopolitical tensions around the world while not currently directly affecting the Company may have an impact on its investments. |
While global events are outside the control of the Company the Board reviews regularly, and discusses with the Portfolio Manager, the wider economic and political environment, along with the portfolio exposure and the execution of the investment policy against the long-term objectives of the Company. The Portfolio Manager performs risk analysis, including country and industry specific monitoring, on an ongoing basis. |
| Climate Risks |
|
| While the Company itself faces limited direct risk from climate change, the board is cognisant of the potential impact on portfolio companies and their operations. Significant changes in climate, or indeed Government measures taken to combat climate change, could present a material risk to the value of the portfolio. |
The Board regularly reviews global environmental, geopolitical and economic developments with the Portfolio Manager, along with the implications of these risks and events on portfolio construction and the Company’s operations. ESG considerations are incorporated into the investment process of Redwheel, as part of the drive to invest in companies with long-term viability. The Portfolio Manager also uses its voting powers to engage with and influence investee companies towards taking positive steps against climate change and other environmental impacts. |
| Shareholder Relations and Share Price Performance Risk |
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| The Company is exposed to the risk, particularly if the investment strategy and approach are unsuccessful, that the Company may underperform resulting in the Company becoming unattractive to investors, a widening of the share price discount to NAV per share and the Company may become vulnerable to activist shareholders. |
In managing this risk the Board:
In addition the Company’s share price and premium or discount to NAV are monitored by the Portfolio Manager and the Board on a regular basis. The Directors attach considerable importance to the level of premium or discount to NAV at which the shares trade, both in absolute terms and relative to the rating at which the UK Equity Income sector of investment trusts is trading, and will take action where levels are deemed to be excessive. The Directors are prepared to be proactive in premium/ discount management to minimise potential disadvantages to shareholders, which continued to be demonstrated during 2025. |
| Loss of Investment Team or Portfolio Manager |
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| A sudden departure of the members of the portfolio management team could result in a short-term deterioration in investment performance. |
The investments of the Company are managed by a team of two managers, Ian Lance and Nick Purves. The Portfolio Manager takes steps to reduce the likelihood of such an event by aligning the interests of the investment team with the wider organisation, as well as providing a high degree of autonomy with no overarching chief investment officer or investment committee. Furthermore, the AIFM, in consultation with the Board, may terminate the Portfolio Management Agreement should Ian Lance and Nick Purves cease to be able to perform their duties or cease to be associated with the Portfolio Manager and not be replaced by people with relevant experience. |
| Income Risk – Dividend |
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| Risk that the portfolio does not generate the necessary level of income, over time, from which to maintain progressive dividend payments to shareholders. |
The Board monitors this risk through the review of detailed income reports and forecasts which are considered at each meeting, with input from the Portfolio Manager. As at 31 December 2025 the Company had distributable revenue reserves of £14.3 million. Furthermore, income risk is mitigated by the Company’s ability to distribute realised capital gains if required to meet any revenue shortfall. With the level of income paid and forecast by investee companies continuing to increase across the year, the Company has been able to raise its dividend. |
| Cyber Security |
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| The Company has limited direct exposure to cyber risk. However, the Company’s operations or reputation could be affected if any of its service providers suffered a major cyber security breach. A state-backed cyberattack could also result in widespread disruption across the financial services industry. |
The Audit and Risk Committee receives control reports, including disaster recovery procedures and business continuity plans, and confirmation from its service providers regarding the measures that they take in this regard. The cyber security policies of all service providers have also been reviewed by the Board. The Board has considered the increased risk of cyber-attacks and received reports and assurance from the Company’s service providers regarding the information security controls in place. For more widespread disruption, such as a state-backed cyberattack, limited mitigation is possible, however, all service providers remain vigilant given the increased likelihood of such an event in the current climate. |
| Service Provider Risk |
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| The Company is reliant on the systems of its service providers and as such disruption to, or a failure of, those systems (including, for example, as a result of cyber-crime or a ‘black swan’ event) could lead to a failure to comply with law and regulations leading to reputational damage and/or a financial loss. |
To manage these risks the Board, via its Management Engagement Committee and Audit and Risk Committee:
In addition to its ongoing monitoring of the investment portfolio and transactions, the AIFM carries out a formal due diligence exercise on the Portfolio Manager annually, ensuring that the appropriate controls, processes and resourcing are in place to manage the portfolio within the stated investment policies and guidelines. |
Emerging Risks
The Board has in place a robust process to identify, assess and monitor the principal risks and uncertainties and also to identify and evaluate newly emerging risks. The Board, through the Audit and Risk Committee, regularly reviews all risks to the Company, including emerging risks, which are identified by a variety of means, including advice from the Company’s professional advisors, the Association of Investment Companies (the “AIC”), and Directors’ knowledge of markets, changes and events. During the year, the Board identified the use of artificial intelligence (“AI”) as a new risk. As well as offering investment opportunities, the development and exploitation of technological breakthroughs, including AI, may challenge and damage the addressable market, revenue and operations of portfolio companies to the extent that they no longer offer the promise of returns consistent with the Company’s investment objective.
Going Concern
The Directors have reviewed the going concern basis of accounting for the Company. The Company’s assets consist substantially of equity shares in listed companies and in most circumstances are realisable within a short timescale. The use of the going concern basis of accounting is appropriate because there are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern. The Directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from the date of the approval of these Financial Statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the accounts. See note 1 for further detail.
Viability Statement
The Board makes an assessment of the longer-term prospects of the Company beyond the timeframe envisaged under the going concern basis of accounting, having regard to the Company’s current position and the principal and emerging risks and uncertainties it faces. The AIFM and Portfolio Manager have assisted the Board in making this assessment via financial modelling and income forecasting, which demonstrates the financial viability of the Company. Stress-testing scenarios, such as an extreme drop in equity markets, have also been carried out and the projected financial position remains strong and all payment obligations achievable.
The stress-testing scenarios used to assess future viability incorporate a number of inputs. The financial structure of the Company is stable, with known payment obligations that can be modelled for future years with a low likelihood of any changes. Revenue expectations are modelled by the Portfolio Manager and the AIFM for future years with decreasing levels of certainty over time, based on the financial position and performance of investee companies. This is combined with an expectation of the rate of dividend payments to be made by the Company over the coming years to give an overall financial projection in normal market conditions.
To stress-test this projection, scenarios are then modelled for a 20% and 50% fall in both investee company valuations and the level of dividend payments they make. In both cases, because the Company has both the ability to control its own dividend payments and a liquid portfolio of investments, the impact to reserves could be managed and the Company would remain viable during such periods.
The Company is a long-term investment vehicle and the Directors, therefore, believe that it is appropriate to assess its viability over a long-term horizon. For the purposes of assessing the Company’s prospects in accordance with the AIC Code of Corporate Governance (the “AIC Code”), the Board considers that assessing the Company’s prospects over a period of five years is appropriate given the nature of the Company and the inherent uncertainties over a longer time period.
The Directors believe that a five-year period appropriately reflects the long-term strategy of the Company and over which, in the absence of any adverse change to the regulatory environment and the tax treatment afforded to UK investment trusts, they do not expect there to be any significant change to the current principal and emerging risks and to the adequacy of the mitigating controls in place.
In assessing the viability of the Company, the Directors have conducted a thorough assessment of each of the Company’s principal and emerging risks and uncertainties set out on pages 39 to 41 of the Annual Report. Particular scrutiny was given to the impact of a significant fall in equity markets on the value of the Company’s investment portfolio.
The Directors have also considered the Company’s leverage and liquidity in the context of its long-dated fixed-rate borrowings (see notes 8 and 15 for further details on the borrowings), its income and expenditure projections and the fact that the Company’s investments comprise mainly readily realisable quoted securities which can be sold to meet funding requirements if necessary.
All of the key operations required by the Company are outsourced to third-party providers and alternative providers could be secured at relatively short notice if necessary.
Having taken into account the Company’s current position and the potential impact of its principal and emerging risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of five years from the date of this Annual Report.
Modern Slavery Act
Due to the nature of the Company’s operational model and the fact that it generates no turnover, the Board is satisfied that the Company is not subject to the UK’s Modern Slavery Act 2015. The Company does not therefore make a modern slavery and human trafficking statement. The Board however appreciates the significance of Modern Slavery as an issue but considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to represent a low risk of exposure to modern slavery.
In relation to the Company’s investments, the Board has noted that the Portfolio Manager has since 2023 signed a letter that is sent to FTSE 350 companies considered at that time not to be in compliance with the requirements of the UK Modern Slavery Act 2015. The Portfolio Manager intends to do so again in 2026. This initiative, coordinated by Rathbones, was awarded the Stewardship Initiative of the Year award in 2022 by the UN Principles for Responsible Investment. Infractions tend to be of a technical nature, such as not having a Modern Slavery Statement available on websites, or not evidencing that such Statements have approval from the board of the relevant organisation. In 2025, the Portfolio Manager engaged with investee companies to highlight where corrections were required to achieve compliance and worked with Rathbones to monitor responses.
Within its investment process, Redwheel principally assesses the risk of modern slavery exposure through reference to the Corporate Human Rights Benchmark (which scores companies on governance and policies; remedies and grievance mechanisms; and embedding respect and human rights due diligence) and through company compliance with the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the Organisation for Economic Co-operation and Development Guidelines for Multinational Enterprises.
The Portfolio Manager also uses Sustainalytics data to monitor breaches in global norms and controversies including employee incidents. The Materiality Map developed originally by the Sustainability Accounting Standards Board helps improve understanding of the sectors in which companies are most at risk of exposure to labour and modern slavery issues.
Gender Diversity
At the year-end, there were two male and three female Directors on the Board. The Company has no employees and therefore there is nothing further to report in respect of gender representation within the Company.
The Company’s policy on diversity is detailed in the Corporate Governance Statement on page 57 of the Annual Report.
Bribery Act
The Company has a zero-tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Portfolio Manager also adopts a zero-tolerance approach and has policies and procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion.
Stewardship/Engagement
The Board requires the Portfolio Manager to adopt an active stewardship role, including the effective exercising of shareholders’ ownership rights. It believes that this is central to the achievement of its aim to preserve and grow the long-term real purchasing power of the assets entrusted to it by shareholders.
The Portfolio Manager thus monitors, evaluates and if necessary, actively engages or withdraws from investments with the aim of preserving or adding value to the portfolio. It became a signatory to the UN Principles for Responsible Investment in 2020, had been a signatory to the UK Stewardship Code 2012, and in 2025 was again endorsed as a signatory to the UK Stewardship Code 2020.
Both the Board and the Portfolio Manager firmly believe that environmental, social and governance issues can have a material financial impact on the value of a company along with its social licence to operate, and therefore on the value of its investors’ capital. It is thus important for a long-term responsible investor to integrate these issues into the investment process.
The Portfolio Manager believes that its stewardship role is wholly consistent with supporting companies to grow in a sustainable way, for executive teams and board members to run their companies for the long term and for the benefit of all stakeholders. Moreover, it believes that, considered over the long term, shareholder capital is put at greatest risk where companies are not run in a sustainable manner, whether from lack of prudence on financial strength or from recklessness in the pursuit of growth at the expense of the environment and relations with business stakeholders. Conversely, companies that are run more prudently and which take into greater consideration the needs and expectations of stakeholders more broadly are believed to offer greater potential to be successful, resilient, and financially rewarding for shareholders.
Further detail on the Portfolio Manager’s approach to stewardship is detailed within its Stewardship Policy1.
1 www.redwheel.com/uk/en/individual/resources
Environment
As an investment trust which outsources all of its operations, there are no greenhouse gas emissions to report from the operations of the Company other than those of the service providers and limited home working by the Board. The Company does not have responsibility for any other emissions producing sources reportable under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Consequently, the Company consumed very little direct energy during the year and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria.
Environmental and climate considerations – both in a systemic sense and idiosyncratically – have become increasingly important for many in the investment industry and beyond over the past decade. Physical and transitional climate risks remain very much at the top of the list of factors considered to potentially have a material financial impact over the longer term. Attention is now also increasing in relation to the use and management by companies of natural resources, such as water, as well as biodiversity impacts arising in particular from pollution and waste management practices. The Portfolio Manager believes active engagement with portfolio companies is required to address these kinds of challenges. Divesting simply does not address the problem. Instead, by supporting companies as they transition over time to more sustainable business models, the Portfolio Manager believes that environmental impacts can be both reduced and mitigated.
Detail on the carbon characteristics of the Company is shown in the sections below.
It is worth noting that in June 2024 our Portfolio Manager published its entity level report on how it manages climate related risks and opportunities in its investment portfolios and across its business operations in line with the recommendations of the Taskforce on Climate-Related Financial Disclosures. A product level report for the Company was made available on the Company’s website from July 2025.
Approach
When monitoring and reporting the carbon credentials of the Company, we use the metrics and methodologies recommended by the Taskforce on Climate-Related Financial Disclosures (“TCFD”). Analysis focuses on the emissions of companies that are considered to be either “Scope 1” or “Scope 2”. Scope 1 emissions are the emissions directly attributable to a company’s operations, whereas Scope 2 emissions are the emissions indirectly attributable to a company’s operations (e.g. relating to the power it consumes). Both are expressed in terms of tonnes of carbon dioxide equivalent (t CO2eq), the universal unit of measurement used to indicate the global warming potential of greenhouse gases, definition and methodology by Greenhouse Gas Protocol.
The integration into the analysis of corporate “Scope 3” emissions remains an aspiration as there are issues relating to data quality and the double-counting of emissions within methodologies which continue to hamper expansion of the analysis.
Total Scope 1 & 2 Emissions
An equity ownership approach is used to allocate both Scope 1 and Scope 2 emissions to investments. Under this approach, if an investor holds shares equal in value to 5% of a company’s total market capitalisation, then the investor is considered to own 5% of the Company; accordingly, it is considered to be liable for 5% of the Company’s GHG (or carbon) emissions.
The Company exhibits a lower value for its Scope 1 (-4.5%) but a higher Scope 2 emissions (+40%) compared to last year. The benchmark in contrast has reported 22.6% and 15.3% lower scope 1 and lower scope 2 respectively.
These metrics are presented on an absolute basis; as the value of the Company increases, we would expect the overall emissions attributable to the Company to increase. The respective values for the Company and FTSE All-Share, normalised by the value of the Company, which in essence is the carbon footprint metric, are 130.23 and 88.22 tCO2eq/ GBPm, respectively. The Company’s carbon footprint is 48% higher as it is more exposed to high intensive carbon industries than the index.
Weighted Average Carbon Intensity (“WACI”):
Emissions intensity as a metric reflects the value of a company’s Scope 1 and Scope 2 carbon emissions (t CO2eq), normalised by revenues derived (here, using GBP millions), over a particular period in line with the carbon reporting one.
The weighted average carbon intensity of the Company is 10% lower than FTSE All-Share.
Observations
As compared to FTSE All-Share, the Company has a higher allocation to the Oil & Gas (Fund: 12%; benchmark: 8%) and the Automobiles (+3%) sectors. At the same time, the Company’s allocation to the Materials and Utilities sectors is roughly the same as FTSE All-Share. These are sectors responsible for a significant amount of carbon emissions and the previous figures and charts above demonstrate this.
That said, it is important to note that the Company has 94% reported emissions and 6% estimated. This compares to 97% reported for the benchmark and 3% estimated.
Social
The Portfolio Manager continues to believe that the financial impact from social issues can be substantial.
Companies treating their employees, customers or suppliers inappropriately store up future problems for the business in terms of human capital (lower productivity, disruption to production, staff turnover), brand value (dissatisfied customers, litigation) and reputation (supply-chain issues, health and safety). Local communities are also important to consider, particularly in extractive industries.
Cyber security is a notable risk for many companies, particularly for those holding customer information, sensitive sectors such as banks or utilities or where intellectual property is the basis of the value of a company.
The Portfolio Manager researches and monitors social risks, reviewing issues for focus based on the Company’s composition. Exposure to conflict regions is monitored for a risk of human rights abuses. Where there is potential exposure the Portfolio Manager will monitor news flow and speak with the investee companies to evaluate the risk. It may also speak to a company’s wider stakeholders in order to seek a more holistic assessment of specific situations. An example of engagement on social issues can be found in the engagement section beginning on page 27 of the Annual Report.
Governance
The consideration of companies’ approaches to governance has been at the heart of the Portfolio Manager’s process since inception. Governance describes the controls and oversight processes in place to manage operational risks (including environmental and social risks); it also sets the basis for the culture of a firm. The Portfolio Manager seeks investee companies whose management runs the business as owners, and thinks long term about customers, employees, suppliers, and community. Such an approach is believed ultimately to benefit shareholders.
The Portfolio Manager believes in the importance of investee companies possessing a strong board, with non-executive directors possessing the requisite skills, experience and independence to counter the impact of a powerful or dominant chief executive officer. Diversity can support this aim and helps to counter ‘group think’ and incorporate better the views of wider stakeholders. Remuneration is an area of controversy, with management pay ratcheting higher, often without consequence for failure or poor performance. Compensation packages must be tied to long-term drivers of sustainable value, rather than a function of financial engineering. The timeframe for executive evaluations should be extended and there should also be a downside risk by requiring management to put significant ‘skin in the game’.
If companies behave responsibly and act sustainably there are benefits for society in terms of economic prosperity, political stability, and trust in free markets. This in turn drives further benefits for the companies themselves. The Portfolio Manager therefore believes it makes sense to integrate into the investment process the consideration of a company’s performance in addressing sustainability issues, even if the advantages of doing so take time to emerge.
Remuneration
The Portfolio Manager believes that governance within UK companies is generally of a very high standard. This reflects the UK Corporate Governance Code and the long history of efforts to raise standards. Whilst there are many individual aspects of corporate governance that the Portfolio Manager considers, remuneration – the design and implementation in practice of pay structures to reward and incentivise behaviours that help the Company execute against its strategy – remains one of the most important.
The Portfolio Manager’s view is that the basis of a good corporate remuneration policy is a well-constituted remuneration committee. This requires both the independence of the committee members and relevant experience in the field of remuneration. A committee must guard against the ratcheting upward of compensation awards, balancing this with attracting and retaining talent.
The Portfolio Manager encourages companies to set remuneration metrics that align with the overall strategy, reflecting appropriate financial incentives, in combination with non-financial metrics relating to environment and social issues. Environmental metrics should be calibrated to help address specific operational challenges, while on social issues relations with employees, customers, suppliers and the community should be reflected as appropriate.
Remuneration is a complex area and challenging to find the right balance between the various objectives and agendas. Shareholders will invariably give conflicting feedback to remuneration committees. Where the Portfolio Manager can have significant influence, they will engage with companies in the construction of the remuneration policy. Where they feel their shareholding in a given company is too low to ensure a constructive basis for engagement, they will share their own remuneration expectations document which sets out for companies what the Portfolio Manager expects to see.
The Portfolio Manager in conjunction with the Board will continue to develop the overall approach and push for higher standards, ensuring that they collectively protect shareholder interests and promote long-termism, set in the context of sustainability for all stakeholders.
Engagement Policy
Engagement is central to the Portfolio Manager’s process. Communicating with investee companies on areas of concern is a key aspect of the Portfolio Manager’s approach. Having a long-term investment horizon and concentrated portfolio allows the Portfolio Manager to build meaningful relationships.
The engagement process is led and carried out by the Portfolio Manager, consistent with the Redwheel Stewardship Policy. The specifics of each process will be determined by the size of the exposure within the portfolio and the materiality of the identified risk, amongst other factors. The Portfolio Manager will draw from its own experience in assessing materiality risks as well as both the Company’s own materiality assessment and independent assessments on a sector basis, such as the Materiality Map developed originally by the Sustainability Accounting Standards Board.
The method of engagement will depend on the engagement objectives. For example, where the Portfolio Manager holds a position in an investee company and is materially at odds with the Company’s strategic direction or specific actions, it will usually set out its concerns in a letter to the Company and follow up with a meeting. In some instances, the Portfolio Manager will go further and set out a detailed analysis of the business or sector, with proposed alterations to strategy, and discuss this analysis with management.
The Portfolio Manager will engage with the chair of an investee company, particularly at times of management change or in relation to long-term questions on strategic direction. It may also engage with the investee company’s senior independent director should it have concerns about the chair or about board effectiveness. Other engagements may take place in response to a request from the investee company themselves, such as engagements with the chair of the remuneration committee to discuss incentive structures and policies. Engaging in collaboration with other shareholders, and casting votes against management at a company’s AGM provide further means to escalate concerns when direct bilateral engagement fails. As regards remuneration, the Portfolio Manager aligns its approach to reflect the guidance provided by the Pensions and Lifetime Savings Association and The Investment Association, as updated from time to time.
The evaluation of the outcome of the Portfolio Manager’s engagements will depend on the type of engagement and the extent to which the original objective can be considered to have been achieved.
Where the Portfolio Manager looks for specific actions, it will assess the outcome on whether management or the board engaged and subsequently chose to act on the suggestions made. On other issues, the evaluation of the engagement may be more qualitative and not as transparent. The Portfolio Manager tries to be very open about the nature of its engagements and the outcomes of them.
Case studies of the Portfolio Manager’s engagement with investee companies during the year are provided on pages 24 to 27 of the Annual Report and are just some of the numerous calls, meetings and written correspondence that the Portfolio Manager had with companies to discuss a variety of sustainability and ESG-related issues.
Externalities and Non-Environmental Issues
In addition to adopting a stewardship approach to investment and integrating sustainability and ESG considerations into its investment approach, the Board asks the Portfolio Manager to consider systemic externalities when assessing a company’s suitability for inclusion in the portfolio. Systemic externalities are costs, usually considered as costs to society or the environment, which are not captured by market pricing. In particular, there are some areas where companies operating legally and ethically may, through their joint actions (whether or not coordinated), inadvertently contribute to the delivery of unintended consequences for people and planet, particularly in relation to climate change, global financial fragility, artificial intelligence, and antimicrobial resistance.
These are areas where the Board believes that engagement with investee companies, in conjunction with other asset owners, is of particular importance in order to raise awareness amongst companies of the need for market-based responses. The Portfolio Manager reports regularly to the Board with regard to its engagement with portfolio companies in relation to such issues.
Future Developments
The future development of the Company is dependent on the success of its investment strategy in the light of economic and equity market developments. The outlook is discussed in the Chair’s Statement and the Portfolio Manager’s Report.
Strategic Report
On behalf of the Board
Charles Cade
Chair
19 March 2026
Report of Directors
The Directors present the Annual Report & Financial Statements of the Company for the year ended 31 December 2025.
Directors
The Directors of the Company who held office at 31 December 2025 and up to the date of the signing of the Annual Report are detailed on pages 48 and 49 of the Annual Report. Richard Wyatt served as Chair of the Company until his retirement on 2 December 2025. As at 31 December 2025, the Board of Directors of the Company comprised two male and three female Directors.
All Directors will retire and stand for election or re-election at the Company’s AGM on 6 May 2026. The rules concerning the appointment and replacement of Directors are set out in the Company’s Articles of Association. There are no agreements between the Company and its Directors concerning any compensation for their loss of office.
Directors’ indemnities
Subject to the provisions of the Companies Act 2006, the Company may indemnify any person who is a Director, secretary or other officer (other than an auditor) of the Company, against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by them in relation to the Company or any associated company or (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office; and purchase and maintain insurance for any person who is a Director, secretary, or other officer (other than an auditor) of the Company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as Director, secretary or officer.
A policy of insurance against Directors’ and Officers’ liabilities is maintained by the Company.
Ordinary Dividends
The interim dividends paid by the Company are set out in note 10 to the financial statements.
Subsequent to the year-end, the Board approved a fourth interim dividend for the year ended 31 December 2025 of 3.75p per ordinary share, which will be paid on 2 April 2026.
Share Capital
At the AGM held on 6 May 2025, the Company was granted authority to allot ordinary shares in the Company up to an aggregate nominal amount of £1,423,021, being 10% of the total issued share capital at that date, amounting to 28,460,437 ordinary shares. 5,045,000 shares were re-issued from treasury during the year raising £18.6m.
The Company was also granted authority to purchase up to 14.99% of the Company’s ordinary share capital in issue at that date, amounting to 42,662,196 ordinary shares.
The Company bought back 791,246 ordinary shares at a total cost of £2.2m during the year. This represented 0.3% of the total voting rights at 31 December 2025. The shares bought back are held in treasury.
At 31 December 2025, the Company had 334,363,825 ordinary shares in issue, 44,714,447 of which were held in treasury. The total voting rights of the Company at 31 December 2025 were 289,649,378.
Subsequent to the year-end and up to 18 March 2026, the Company re-issued 8,070,000 ordinary shares from treasury, raising £31.5m. At 18 March 2026, the Company had 334,363,825 ordinary shares in issue, 36,644,447 of which were held in treasury. The total voting rights at 18 March 2026 were 297,719,378.
Authorities given to the Directors at the 2025 AGM to allot shares, disapply statutory pre-emption rights and buy back shares will expire at the forthcoming AGM.
At general meetings of the Company, shareholders are entitled to one vote on a show of hands and on a poll, for every share held. The ordinary shares carry the right to receive dividends and have one vote per ordinary share. To the extent that they exist, revenue, profits and certain of the Company’s capital reserves (including accumulated revenue and realised capital reserves) are available for distribution by way of dividends to holders of ordinary shares.
Upon a winding-up, after meeting the liabilities of the Company, the surplus assets would be distributed to the shareholders pro rata to their holding of ordinary shares. There are no restrictions on the transfer of securities in the Company or on the voting rights of each ordinary share. There are no special rights attached to any of the shares and no agreements between holders of shares regarding their transfer known to the Company and no agreements which the Company is party to that might affect its control following a takeover bid.
An amendment to the Company’s Articles of Association and the giving of authority to issue or buy back the Company’s shares requires an appropriate resolution to be passed by shareholders. Proposals for the renewal of the Board’s current authorities to issue and buy back shares are set out in the Notice of AGM on pages 97 to 100 of the Annual Report. Any issuance of shares, whether new shares or the re-issuance of treasury shares, will only be made at prices greater than the prevailing cum income NAV per share (with debt at fair value).
Substantial Shareholders
As at 31 December 2025, the Company had been notified of the following substantial interest in the Company’s voting right. There have not been any new holdings notified between the year end and the date of this report.
|
|
Number of |
Percentage of |
| Raymond James Wealth Management Limited |
8,618,809 |
3.0 |
This table reflects those shareholders who have notified the Company of a substantial interest in its shares when they have crossed certain thresholds and may not reflect their current holding. The table does not reflect the full range of investors in the Company. The shareholder register is principally comprised of private wealth managers and retail investors owning their shares through a variety of online platforms.
Management Arrangements
Under the terms of the Portfolio Management Agreement, Redwheel is paid a management fee equal to 0.325% per annum of the Company’s total assets. The Portfolio Management Agreement may be terminated on six months’ notice. The Portfolio Management Agreement is also capable of termination in certain circumstances including in the event that both Nick Purves and Ian Lance cease to be responsible for the management of the Company’s assets or otherwise become incapacitated.
Under the terms of the AIFM agreement, Frostrow Capital LLP (‘Frostrow’) are paid 0.125% of market capitalisation up to £250m and 0.1% of market capitalisation above £250m.
Continued Appointment of the AIFM and Portfolio Manager
The Board keeps the performance of the Portfolio Manager and the AIFM under continual review, and the Management Engagement Committee conducts an annual appraisal of their performance, and makes a recommendation to the Board about their continuing appointment.
It is the opinion of the Board that the continuing appointment of the Portfolio Manager, on the existing terms, is in the best interests of shareholders as a whole. The reasons for this view are that the Portfolio Manager has executed the investment strategy according to the Board’s expectations and has produced positive returns relative to the broader market.
The Company appointed Frostrow as its AIFM with effect from 1 July 2023. Frostrow is also responsible for the Company’s marketing and distribution strategy. It is the Directors’ opinion that the continuing appointment of Frostrow as AIFM is also in the best interests of the Company and its shareholders as a whole.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.6 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.
Streamlined Energy and Carbon Reporting
The Company’s approach to ESG is set out on page 22 of the Annual Report.
Stakeholder Engagement
While the Company has no employees, or customers, the Directors give regular consideration to the need to foster the Company’s business relationships with its stakeholders. The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail in the Strategic Report on page 33 of the Annual Report.
Financial Risk Management
Information about the Company’s financial risk management objectives and policies is set out in note 20 to the Financial Statements.
Disclosure of Information to the Auditor
The Directors who held office at the date of the approval of the Annual Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditor is unaware, and each Director has taken all reasonable steps that he/ she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information.
Post Balance Sheet Events
Post balance sheet events are disclosed in note 21 on page 95 of the Annual Report.
Future Developments
Details on the outlook of the Company are set out in the Chair’s Statement and the Portfolio Manager’s Report.
Annual General Meeting (“AGM”)
The Notice of the AGM of the Company to be held on 5 May 2026 is on pages 97 to 100 of the Annual Report. In particular, resolutions regarding the following items of business will also be proposed.
Dividend Policy
Resolution 11 set out in the Notice of AGM is for shareholders to approve the Company’s dividend policy which authorises Directors of the Company to declare and pay all dividends of the Company as interim dividends, and for the last dividend referable to a financial year to not be categorised as a final dividend.
As set out in the Chair’s Statement, it is confirmed that the dividend policy continues the enhancement of the Company’s quarterly interim dividends by the distribution of 3.0p per share per annum to be sourced from the Company’s distributable capital reserves.
Authority to Allot Shares
Resolutions 12 and 13 set out in the Notice of AGM are ordinary resolutions and will, if both are passed, authorise the Directors to allot up to a total of 59,543,874 ordinary shares with a nominal value of £2,977,194 or a total of 20% of the Company’s ordinary shares in issue at the date at which the resolutions are passed. This will replace the current authority granted to the Directors at the last AGM. These authorities will expire at the AGM to be held in 2027 when resolutions to renew the authorities will be proposed.
The Directors intend to use the authorities whenever they believe they would be in the best interests of shareholders to do so. Any such issuances would only be made at prices greater than the prevailing NAV per share at the time of issue, including current year income, as adjusted for the market value of the Company’s debt and would therefore increase the assets underlying each share. The issue proceeds would be available for investment in line with the Company’s investment policy.
Authority to Disapply Pre-Emption Rights
When shares are to be allotted for cash, the Companies Act 2006 requires such new shares to be offered first to existing shareholders in proportion to their existing holdings of ordinary shares.
However, in certain circumstances, it is beneficial to allot shares for cash otherwise than by pro rata to existing shareholders and the ordinary shareholders can, by special resolution, waive their pre-emption rights.
Resolutions 15 and 16 set out in the Notice of AGM are special resolutions and will, if both are passed, authorise the Directors to allot up to a total of 59,543,874 ordinary shares with a nominal value of £2,977,194 or a total of 20% of the Company’s ordinary shares in issue at the date at which the resolutions are passed, for cash on a non-pre-emptive basis. This will replace the current authority granted to the Directors at the last AGM. These authorities will expire at the AGM to be held in 2027 when resolutions to renew the authorities will be proposed.
The Directors intend to use these authorities whenever they believe they would be in the best interests of shareholders to do so. Any such issuances (including the re-issuance of shares held in treasury) would only be made at prices greater than the prevailing NAV per share (with debt at fair value) at the time of issue, including current year income, and would therefore increase the assets underlying each share. The issue proceeds would be available for investment in line with the Company’s investment policy.
No issuances of shares will be made which would alter the control of the Company without the prior approval of shareholders in general meeting.
Authority to Purchase the Company’s Own Shares
The Directors consider it desirable to give the Company the opportunity to buy back shares in circumstances where the shares may be bought for a price which is below the NAV per share of the Company. The purchase of ordinary shares is intended to reduce the discount at which ordinary shares trade in the market through the Company becoming a source of demand for such shares, as well as being accretive to the NAV per share. During the year, the Company continued to buy back shares for this purpose with the shares being held in treasury.
Resolution 17 set out in the Notice of AGM is a special resolution and will, if passed, authorise the Directors to buy back up to 14.99% of the Company’s shares in issue at the date at which the resolution is passed. This will replace the current authority granted to the Directors at the last AGM. This authority will expire at the AGM to be held in 2026 when a resolution to renew the authority will be proposed. 791,246 shares were bought back under this authority during the year. The maximum price (exclusive of expenses) which may be paid by the Company in relation to any such purchase is the higher of:
i) 5% above the average of the mid-market value of shares for the five business days before the day of purchase; or
ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange.
The minimum price which may be paid for an ordinary share is the nominal value of 5p each.
The decision as to whether to buy back any ordinary shares is at the discretion of the Board. Ordinary shares bought back in accordance with the authority granted to the Board will either be held in treasury or cancelled. Shares held in treasury may be reissued from treasury but will only be reissued at a price that is in excess of the Company’s then prevailing NAV per share with debt at fair value, including current year income. This authority will expire at the AGM to be held in 2027 when a resolution to renew the authority will be proposed.
Directors’ Fees
An ordinary resolution will be proposed at the AGM to increase the aggregate limit on the fees paid to the Directors from £250,000 pa to £350,000 pa. This aggregate limit has not been increased since 2009. See page 61 of the Annual Report for more information.
Notice Period for General Meetings
Under the Companies Act 2006, the notice period of general meetings (other than an AGM) is 21 clear days’ notice unless the Company: (i) has gained shareholder approval for the holding of general meetings on a shorter notice period (subject to a minimum of 14 clear days’ notice) by passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic means.
The Company would like the ability to call general meetings (other than an AGM) on less than 21 clear days’ notice. The shorter notice period proposed by Resolution 18, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited taking into account the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the end of the AGM to be held in 2027, when it is intended that a similar resolution will be proposed.
How to Vote
If you hold your shares directly you will have received a paper proxy form or voting instruction card. For this year’s Annual General Meeting you should ensure that this is returned to the Registrar, Equiniti, before 10.30am on 30 April 2026. Alternatively, you can vote online at www.shareview.co.uk. Shareholders will require their Shareholder Reference Number, which can be found on the personalised proxy form or voting instruction card, to access this service. Before a proxy can be appointed, shareholders will be asked to agree to the terms and conditions for electronic proxy appointment. The use of the electronic proxy appointment service offered through Equiniti Limited, the Company’s registrar, is entirely voluntary. If you hold your shares via an investment platform or a nominee, you should contact them to inquire about arrangements to vote.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders should vote in favour of the resolutions to be proposed at the AGM, as they intend to do so in respect of their own beneficial holdings.
On behalf of the Board
Charles Cade
Chair
19 March 2026
Statement of Comprehensive Income
|
|
|
2025 |
2024 |
||||
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
Notes |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
| Total Income |
4 |
45,054 |
– |
45,054 |
38,981 |
– |
38,981 |
| Profit on investments |
12 |
– |
243,136 |
243,136 |
– |
110,111 |
110,111 |
| Currency exchange loss |
|
– |
(423) |
(423) |
– |
(128) |
(128) |
| Total income |
|
45,054 |
242,713 |
287,767 |
38,981 |
109,983 |
148,964 |
| Expenses |
|
|
|
|
|
|
|
| Portfolio management fees |
6 |
(1,343) |
(2,015) |
(3,358) |
(1,128) |
(1,691) |
(2,819) |
| Other expenses |
7 |
(1,541) |
(1,569) |
(3,110) |
(1,419) |
(885) |
(2,304) |
| Profit before finance costs and tax |
|
42,170 |
239,129 |
281,299 |
36,434 |
107,407 |
143,841 |
| Finance costs |
8 |
(1,124) |
(1,685) |
(2,809) |
(1,123) |
(1,684) |
(2,807) |
| Profit before tax |
|
41,046 |
237,444 |
278,490 |
35,311 |
105,723 |
141,034 |
| Tax |
9 |
(1,777) |
– |
(1,777) |
(1,488) |
– |
(1,488) |
| Profit for the year |
|
39,269 |
237,444 |
276,713 |
33,823 |
105,723 |
139,546 |
| Earnings per share |
11 |
13.8p |
83.2p |
97.0p |
11.8p |
36.8p |
48.6p |
The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance issued by the AIC. All items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The Company does not have any income or expense that is not included in profit for the year. Accordingly, the profit for the year is also the Total Comprehensive Income for the year, as defined in IAS1 (revised).
The notes form an integral part of the financial statements.
Statement of Changes in Equity
|
|
Notes |
Called-up share |
Share account |
Capital reserves |
Revenue reserve |
Total equity |
|
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| At 1 January 2024 |
|
16,719 |
96,040 |
595,294 |
12,651 |
720,704 |
| Total comprehensive income for the year |
|
– |
– |
105,723 |
33,823 |
139,546 |
| Cost of shares bought back for treasury |
|
– |
– |
(12,708) |
– |
(12,708) |
| Dividends paid |
10 |
– |
– |
– |
(30,817) |
(30,817) |
| At 31 December 2024 |
|
16,719 |
96,040 |
688,309 |
15,657 |
816,725 |
| Total comprehensive income for the year |
|
– |
– |
237,444 |
39,269 |
276,713 |
| Cost of shares bought back for treasury |
|
– |
– |
(2,171) |
|
(2,171) |
| Net proceeds of sale of shares from treasury |
|
– |
6,983 |
11,591 |
|
18,574 |
| Dividends paid |
10 |
– |
– |
(6,422) |
(34,227) |
(40,649) |
| At 31 December 2025 |
|
16,719 |
103,023 |
928,751 |
20,699 |
1,069,192 |
As at 31 December 2025, the Company had distributable revenue reserves of £20,699,000 (2024: £15,657,000) and distributable capital reserves of £928,751,000 (2024: £668,309,000) for the payment of future dividends. Only the revenue reserve and capital reserves are distributable.
The notes form an integral part of the financial statements.
Statement of Financial Position
|
|
|
31 December 2025 |
31 December 2024 |
||
|
|
Notes |
£’000 |
£’000 |
£’000 |
£’000 |
| Non-current assets |
|
|
|
|
|
| Investments at fair value through profit or loss |
12 |
|
1,114,430 |
|
880,603 |
| Current assets |
|
|
|
|
|
| Investments at fair value through profit or loss |
12 |
14,462 |
|
4,202 |
|
| Cash and cash equivalents |
|
12,782 |
|
6,354 |
|
| Receivables |
13 |
4,334 |
|
2,059 |
|
|
|
|
|
31,578 |
|
12,615 |
| Total assets |
|
|
1,146,008 |
|
893,218 |
| Current liabilities |
|
|
|
|
|
| Payables |
14 |
|
(1,998) |
|
(1,712) |
| Total assets less current liabilities |
|
|
1,144,010 |
|
891,506 |
| Non-current liabilities |
|
|
|
|
|
| Interest bearing borrowings |
15 |
|
(74,818) |
|
(74,781) |
| Net assets |
|
|
1,069,192 |
|
816,725 |
| Capital and reserves |
|
|
|
|
|
| Ordinary share capital |
16 |
16,719 |
|
16,719 |
|
| Share premium |
|
103,023 |
|
96,040 |
|
| Capital reserves |
|
928,751 |
|
688,309 |
|
| Revenue reserve |
|
20,699 |
|
15,657 |
|
| Total equity attributable to equity holders |
|
|
1,069,192 |
|
816,725 |
| NAV per share |
18 |
|
369.1p |
|
286.2p |
| NAV per share with debt at fair value1 |
18 |
|
373.4p |
|
291.1p |
1 Alternative Performance Measure – See glossary of terms for definition and more information.
The notes form an integral part of the financial statements.
The financial statements of Temple Bar Investment Trust Plc (registered number: 00214601) were approved by the Board of Directors and authorised for issue on 19 March 2026. They were signed on its behalf by:
Charles Cade
Chair
Statement of Cash Flows
|
|
|
31 December 2025 |
31 December 2024 |
||
|
|
Notes |
£’000 |
£’000 |
£’000 |
£’000 |
| Cash flows from operating activities |
|
|
|
|
|
| Profit before tax |
|
|
278,490 |
|
141,034 |
| Adjustments for: |
|
|
|
|
|
| Gains on investments |
|
(243,136) |
|
(110,111) |
|
| Finance costs |
|
2,809 |
|
2,807 |
|
| Dividend income |
4 |
(44,756) |
|
(38,635) |
|
| Interest income |
4 |
(298) |
|
(346) |
|
| Dividends received |
|
42,855 |
|
38,999 |
|
| Interest received |
|
119 |
|
516 |
|
| (Increase)/decrease in other receivables |
|
(344) |
|
407 |
|
| Increase/(decrease) in other payables |
|
287 |
|
(652) |
|
| Net overseas withholding tax paid |
9 |
(1,777) |
|
(1,488) |
|
|
|
|
|
(244,241) |
|
(108,503) |
| Net cash flows from operating activities |
|
|
34,249 |
|
32,531 |
| Purchases of investments |
|
(325,858) |
|
(108,442) |
|
| Sales of investments |
|
325,056 |
|
124,317 |
|
| Net cash flows (used in)/from investing activities |
|
|
(802) |
|
15,875 |
| Cash flows from financing activities |
|
|
|
|
|
| Equity dividends paid |
10 |
(40,649) |
|
(30,817) |
|
| Interest paid on borrowings |
|
(2,773) |
|
(2,772) |
|
| Shares bought back for treasury |
|
(2,171) |
|
(12,738) |
|
| Shares issued from treasury |
|
18,574 |
|
– |
|
| Net cash flows used in financing activities |
|
|
(27,019) |
|
(46,327) |
| Net increase in cash and cash equivalents |
|
|
6,428 |
|
2,079 |
| Cash and cash equivalents at the start of the year |
|
|
6,354 |
|
4,275 |
| Cash and cash equivalents at the end of the year |
|
|
12,782 |
|
6,354 |
The notes form an integral part of the financial statements.
Notes to the Financial Statements
General information
Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926 with the registered number 00214601.
The Company carries on the business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
1. Principal Accounting Policies
Basis of accounting
The financial statements have been prepared on a going concern basis, under the historical cost convention, modified by the valuation of investments at fair value, prepared in accordance with UK adopted international accounting standards.
The annual financial statements have also been prepared in accordance with the AIC SORP for investment trusts issued by the AIC in July 2022, except to any extent where it is not consistent with the requirements of IFRS. The principal accounting policies adopted by the Company are set out below.
All values are rounded to the nearest thousand pounds unless otherwise indicated.
Going concern
The Directors are required to make an assessment of the Company’s ability to continue as a going concern and that the Company has adequate resources to continue in operational existence for 12 months from the date when these financial statements are approved.
In making this assessment, the Directors have considered a wide variety of emerging and current risks to the Company, as well as mitigation strategies that are in place. The Board has also reviewed stress-testing and scenario analyses prepared by the AIFM to assist it in assessing the impact of changes in market value and income with associated cash flows. In making this assessment, the AIFM has considered plausible downside scenarios.
These tests are carried out as an arithmetic exercise, which can apply equally to any set of circumstances in which asset value and income are significantly impaired. It was concluded that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst the economic future is uncertain, the opinion of the Directors is that no foreseeable downside scenario would be to a level which would threaten the Company’s ability to continue to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report, including the results of the stress tests and scenario analyses, and having taken account of the liquidity of the investment portfolio, the Company’s cash flow and borrowing position (see notes 8 and 15 for further details on borrowings), the Directors are satisfied that the Company has adequate financial resources to continue in operation for 12 months from the date of signing of these financial statements and that, accordingly, it is appropriate to adopt the going concern basis.
Presentation of Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income.
Income
Dividend income from investments is recognised when the Company’s right to receive payment has been established, normally the ex-dividend date.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend foregone is recognised as income. Any excess in the value of shares received over the amount of cash dividend foregone is recognised as a capital gain in the Statement of Comprehensive Income.
Interest income is recognised in line with coupon terms on a time-apportioned basis using the effective interest method. Special dividends are credited to capital or revenue according to their circumstances.
Foreign currency
The financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the Company operates.
The primary objective of the Company is to generate returns in pounds sterling, its capital-raising currency. The liquidity of the Company is managed on a day-to-day basis in sterling as the Company’s performance is evaluated in that currency. Therefore, the Directors consider pounds sterling as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.
Transactions involving foreign currencies are converted at the exchange rate ruling at the date of the transaction. Foreign currency monetary assets and liabilities as well as instruments carried at fair value are translated into pounds sterling at the exchange rate ruling on the year-end date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.
Expenses
All expenses are accounted for on the accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, all expenses have been presented as revenue items except as follows:
Taxation
The tax expense represents the sum of the current tax expense. The tax currently payable is based on the taxable profit for the year. The taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using a blended rate as applicable throughout the year.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the ‘marginal basis’. Under this basis, if taxable income is capable of being entirely offset by expenses in the revenue column of the income statement, then no tax relief is transferred to the capital column.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the enacted tax rate that is expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the revenue return of the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Financial instruments
The Company classifies its financial assets as subsequently measured at amortised cost or measured at fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are measured at fair value through profit or loss if their contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest and at amortised cost if they do. Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. The Company will offset financial assets and financial liabilities if it has a legally enforceable right to offset the recognised amounts and interest and intends to settle on a net basis. A financial asset is derecognised when the right to receive cash flows from the asset expires or the rights to receive cash flows from the asset have been transferred and a financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired.
Investments
Equity investments are held at fair value through profit or loss as they fail the contractual cash flows test under IFRS 9. Debt instruments that pass the contractual cash flow test are held under a business model to manage them on a fair value basis for investment income and fair value gains and are therefore classified as fair value through profit or loss.
Upon initial recognition, investments are measured at fair value. Gains or losses on investments measured at fair value through profit or loss are included in net profit or loss as a capital item and transaction costs on acquisition or disposal of investments are expensed. For investments that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the year-end date.
All purchases and sales of investments are recognised on the trade date, i.e. the date that the Company commits to purchase or sell an asset.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Interest bearing borrowings
Interest bearing borrowings, being the debenture stock and loans issued by the Company, are initially recognised at a fair value equivalent to the proceeds received net of issue costs associated with the borrowings. After initial recognition, interest bearing borrowings are subsequently measured at amortised cost using the effective interest rate method.
When calculating the NAV with debt at fair value the fair value of the private placement loans is determined using discounted cash flow techniques which utilise inputs including interest rates obtained from comparable loans in the market.
Equity dividends payable
Equity dividends payable are recognised when the shareholders’ right to receive payment is established. For interim dividends this is when they are paid and for final dividends this is when they are approved by shareholders.
Cash and cash equivalents
Cash and cash equivalents (which are presented as a single class of asset on the Statement of Financial Position) comprise cash at bank and in hand, and deposits with an original maturity of three months or less.
The carrying value of these assets approximates their fair value.
Reserves
The share capital represents the nominal value of the Company’s ordinary shares.
The share premium account represents the excess over nominal value of the fair value of consideration received for the Company’s ordinary shares, net of expenses of the share issue. This reserve cannot be distributed.
The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. ‘Realised’ gains include gains and losses resulting from changes in fair value, to the extent that they are readily convertible to cash. Realised gains can be distributed, unrealised gains cannot be distributed.
The revenue reserve represents retained profits from the income derived from holding investment assets less the costs and interest on cash balances associated with running the Company. This reserve can be distributed.
2. Significant Accounting Judgements, Estimates and Assumptions
There are no significant judgements, estimates or assumptions involved in the presentation of the Company’s accounts, other than the judgement on the functional and presentational currency of the Company as set out in the preceding note.
3. Adoption of New and Revised Standards New standards, interpretations and amendments adopted from 1 January 2025
There are no new standards impacting the Company that have had a significant effect on the annual financial statements for the year ended 31 December 2025.
Standards issued but not yet effective
IFRS 18 – Presentation and disclosure in financial statements (effective 1 January 2027). The IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.
This standard is expected to result in material changes to the presentation of the primary financial statements and note disclosures, however, it is not expected to have a material impact on the Company.
4. Income
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Investment Income |
|
|
|
|
|
|
| UK dividends |
28,140 |
– |
28,140 |
24,718 |
– |
24,718 |
| Overseas dividends |
16,616 |
– |
16,616 |
13,917 |
– |
13,917 |
| Interest from fixed-interest securities |
287 |
– |
287 |
297 |
– |
297 |
|
|
45,043 |
– |
45,043 |
38,932 |
– |
38,932 |
| Other income |
|
|
|
|
|
|
| Deposit interest |
11 |
– |
11 |
49 |
– |
49 |
| Total income |
45,054 |
– |
45,054 |
38,981 |
– |
38,981 |
During the year ended 31 December 2025, the Company received no special dividends (2024: £nil).
5. Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
6. Portfolio Management Fee
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Portfolio management fee |
1,343 |
2,015 |
3,358 |
1,128 |
1,691 |
2,819 |
|
|
1,343 |
2,015 |
3,358 |
1,128 |
1,691 |
2,819 |
Under the terms of the Portfolio Management Agreement, Redwheel is entitled to a management fee, details of which are set out in the Directors’ Report. As at 31 December 2025, an amount of £937,000 (2024: £728,000) was payable to Redwheel in relation to the management fees.
7. Other Expenses
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Transaction costs on fair value through profit or loss assets1 |
– |
947 |
947 |
– |
386 |
386 |
| Directors’ fees |
|
|
|
|
|
|
| (see Report on Directors’ Remuneration) |
171 |
– |
171 |
152 |
– |
152 |
| AIFM fee |
414 |
622 |
1,036 |
333 |
499 |
832 |
| Registrar’s fee |
112 |
– |
112 |
159 |
– |
159 |
| Marketing costs |
95 |
– |
95 |
109 |
– |
109 |
| Auditor’s remuneration – annual audit2 |
58 |
– |
58 |
56 |
– |
56 |
| Depositary fee |
109 |
– |
109 |
96 |
– |
96 |
| Other expenses |
582 |
– |
582 |
514 |
– |
514 |
|
|
1,541 |
1,569 |
3,110 |
1,419 |
885 |
2,304 |
All expenses are inclusive of VAT where applicable.
1 Transaction costs represent costs incurred on both the purchase and sale of investments. Transaction costs on purchases amounted to £841,000 (2024: £349,000) and on sales amounted to £106,000 (2024: £37,000).
2 During the year audit fees of £48,100 (2024: £46,500) (excluding VAT) were due to the Auditor.
8. Finance Costs
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| 4.05% Private Placement Loan 2028 |
823 |
1,234 |
2,057 |
823 |
1,233 |
2,056 |
| 2.99% Private Placement Loan 2047 |
301 |
451 |
752 |
300 |
451 |
751 |
| Total finance costs |
1,124 |
1,685 |
2,809 |
1,123 |
1,684 |
2,807 |
The amortisation of the loan issue costs is calculated using the effective interest method.
9. Taxation
The Company has no corporation tax liability for the year ended 31 December 2025 (2024: nil).
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Analysis of charge for the year: |
|
|
|
|
|
|
| Overseas withholding tax suffered |
1,777 |
– |
1,777 |
1,488 |
– |
1,488 |
|
|
1,777 |
– |
1,777 |
1,488 |
– |
1,488 |
The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Profit before taxation |
41,046 |
237,444 |
278,490 |
35,311 |
105,723 |
141,034 |
| Tax at UK corporation tax rate of 25% (2024: 25%) |
10,261 |
59,360 |
69,621 |
8,828 |
26,430 |
35,258 |
| Tax effects of: |
|
|
|
|
|
|
| Non–taxable gains on investments¹ |
– |
(60,678) |
(60,678) |
– |
(27,496) |
(27,496) |
| Disallowed expenses |
– |
237 |
237 |
– |
96 |
96 |
| Non–taxable UK dividends |
(7,035) |
– |
(7,035) |
(6,180) |
– |
(6,180) |
| Overseas withholding tax suffered |
1,777 |
– |
1,777 |
1,488 |
– |
1,488 |
| Non–taxable overseas dividends |
(4,154) |
– |
(4,154) |
(3,479) |
– |
(3,479) |
| Excess management expenses |
928 |
1,081 |
2,009 |
831 |
970 |
1,801 |
| Total tax charge for the year |
1,777 |
– |
1,777 |
1,488 |
– |
1,488 |
1 Investment trusts are not subject to corporation tax on these items.
No provision for deferred taxation has been made in the current year. The Company has not provided for deferred tax on capital profits arising on the revaluation of investments, as it is exempt from tax on these items because of its status as an investment trust company.
The Company has not recognised a deferred tax asset as at 31 December 2025 on the excess management expenses of £144,747,000 (2024: £137,227,000). The Company is not expected to generate sufficient taxable income in the near future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses.
10. Dividends
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Amounts recognised as distributions to equity holders in the year |
|
|
| Fourth interim dividend for year ended 31 December 2024 of 3.0p per share (2024: Fourth interim dividend for year ended 31 December 2023 of 2.5p per share) |
8,538 |
7,212 |
| Interim dividends for year ended 31 December 2025 of three payments of 3.75p per share (2024: One payment of 2.5p, one payment of 2.75p and one payment of 3.0p per share) |
32,111 |
23,605 |
|
|
40,649 |
30,817 |
| Fourth interim dividend for the year ended 31 December 2025 of 3.75p (Fourth interim dividend 2024: 3.0p per share) |
11,146 |
8,538 |
The fourth interim dividend is not included as a liability in these financial statements.
Therefore, also set out below is the total dividend payable in respect of these financial years, which is the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Interim dividends (three) |
32,111 |
23,605 |
| Fourth interim dividend for year ended 31 December 2025 of 3.75p (2024: 3.0p) per share |
11,146 |
8,538 |
|
|
43,257 |
32,143 |
11. Earnings per Share
|
|
|
2025 |
|
|
2024 |
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
| Basic and diluted |
|
|
|
|
|
|
| Profit for the year (£000’s) |
39,269 |
237,444 |
276,713 |
33,823 |
105,723 |
139,546 |
| Weighted average number of ordinary shares |
|
|
285,271,120 |
|
|
286,995,073 |
| Earnings per ordinary share (pence) |
13.8 |
83.2 |
97.0 |
11.8 |
36.8 |
48.6 |
12. Investments
(a) Investment portfolio summary
|
|
2025 |
2024 |
||||
|
|
Quoted |
Debt |
|
Quoted |
Debt |
|
|
|
equities |
securities |
Total |
equities |
securities |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Opening cost at the beginning of the year |
764,962 |
4,203 |
769,165 |
733,313 |
13,652 |
746,965 |
| Opening unrealised appreciation/(depreciation) at the beginning of the year |
115,641 |
(1) |
115,640 |
43,562 |
61 |
43,623 |
| Opening fair value at the beginning of the year |
880,603 |
4,202 |
884,805 |
776,875 |
13,713 |
790,588 |
| Movements in the year: |
|
|
|
|
|
|
| Purchases at cost |
304,981 |
21,026 |
326,007 |
100,405 |
8,018 |
108,423 |
| Sales proceeds |
(314,262) |
(10,794) |
(325,056) |
(106,870) |
(17,447) |
(124,317) |
| Realised gain/(loss) on sale of investments |
89,819 |
3 |
89,822 |
38,114 |
(20) |
38,094 |
| Change in unrealised appreciation/(depreciation) |
153,289 |
25 |
153,314 |
72,079 |
(62) |
72,017 |
| Closing fair value at the end of the year |
1,114,430 |
14,462 |
1,128,892 |
880,603 |
4,202 |
884,805 |
| Closing cost at the end of the year |
845,500 |
14,438 |
859,938 |
764,962 |
4,203 |
769,165 |
| Closing unrealised appreciation/(depreciation) at the end of the year |
268,930 |
24 |
268,954 |
115,641 |
(1) |
115,640 |
| Closing fair value at the end of the year |
1,114,430 |
14,462 |
1,128,892 |
880,603 |
4,202 |
884,805 |
The Company received £325,056,000 (2024: £124,317,000) from investments sold in the year. The book cost of these investments when they were purchased was £235,234,000 (2024: £86,223,000 ). These investments have been revalued over time and until they were sold any gains/losses were included in the fair value of the investments.
(b) Fair value of financial instruments
IFRS 13 requires an entity 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 has the following classifications:
All of the Company’s investments are in quoted securities actively traded on recognised stock exchanges, with their fair value being determined by reference to their quoted bid prices at the reporting date and have therefore been determined as Level 1.
There were no transfers between levels in the year (2024: no transfers) and as such no reconciliation between levels has been presented.
13. Receivables
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Accrued income |
3,355 |
1,424 |
| Other receivables |
979 |
635 |
|
|
4,334 |
2,059 |
Accrued income includes dividends and fixed-interest income.
14. Current Liabilities
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Accruals |
1,998 |
1,711 |
| Due to broker |
– |
1 |
|
|
1,998 |
1,712 |
Accruals include the interest payable on borrowings amount to £800,000 (2024: £800,000).
15. Borrowings
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Interest bearing borrowings |
|
|
| Amounts payable after more than one year: |
|
|
| 4.05% Private Placement Loan 20281 |
49,914 |
49,882 |
| 2.99% Private Placement Loan 20471 |
24,904 |
24,899 |
| Total |
74,818 |
74,781 |
|
|
2025 |
2024 |
|
|
£’000 |
£’000 |
| Opening balance as per the Statement of Financial Position |
74,781 |
74,744 |
| Interest movement |
(2,772) |
(2,770) |
| Finance costs for the year as per the Statement of Comprehensive Income |
2,809 |
2,807 |
| Closing balance as per the Statement of Financial Position |
74,818 |
74,781 |
The 4.05% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £50,000,000, on 3 September 2028.
The 2.99% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £25,000,000, on 24 October 2047.
See note 20 for the disclosure and fair value categorisation of the financial liabilities.
1 The 4.05% and 2.99% Private Placement Loans contain the following principal financial or other covenants, with which failure to comply could necessitate the early repayment of the loan.
These were all complied with during the current and previous year:
· net tangible assets of at least £275 million;
· aggregate principal amount of financial indebtedness not to exceed 50% of net tangible assets;
· prior approval by the note holder of any change of Portfolio Manager; and
· prior approval by the note holder of any change in the Company’s investment objective and policy.
16. Ordinary Share Capital
|
|
2025 |
2024 |
| As at 1 January |
285,395,624 |
290,612,881 |
| Purchase of shares into treasury |
(791,246) |
(5,217,257) |
| Sale of shares from treasury |
5,045,000 |
– |
| As at year-end: |
|
|
| In circulation |
289,649,378 |
285,395,624 |
| In Treasury |
44,714,447 |
48,968,201 |
| Listed |
334,363,825 |
334,363,825 |
| Nominal Value of 5p ordinary shares (£’000) |
16,719 |
16,719 |
During the year, the Company bought back ordinary shares at a cost of £2,171,000 (Year ended 31 December 2024: £12,708,000). During the year, the Company reissued ordinary shares from treasury for £18,574,000 (Year ended 31 December 2024: £Nil).
17. Contingent Liabilities And Capital Commitments
As at 31 December 2025, there were no contingent liabilities or capital commitments for the Company (2024: £nil).
18. Net asset value (“NAV”) per share
The NAV per share is based on the net assets attributable to the equity shareholders of £1,069,192,000 (31 December 2024: £816,725,000) and 289,649,378 (31 December 2024: 285,395,624) shares being the number of shares in issue at the year-end.
The NAV per share with debt at fair value is based on the net assets attributable to the equity shareholders, adjusted for the difference between the debt at book value and fair value as shown in note 20, and the number of shares in issue at the year-end. Adjusting for debt at fair value resulted in an increase in net assets of £12,225,000 or 4.2p per share (31 December 2024: increase of £14,039,000 or 4.9p per share).
19. Related Party Transactions
The Board of Directors are defined as a related party. Under the FCA Listing Rules, the Manager is also defined as a related party. However, under the AIC SORP, in accordance with which these financial statements are prepared, the Manager is not considered to be a related party. Accordingly, the disclosure required are set out below:
Directors – The remuneration of the Directors is set out in the Report on Directors’ Remuneration on pages 60 to 62 of the Annual Report. There were no contracts existing during or at the end of the year in which a Director of the Company is or was interested and which are or were significant in relation to the Company’s business. There were no other material transactions during the year with the Directors of the Company. See page 62 of the Annual Report for details of Directors’ shareholdings.
At 31 December 2025, there was £nil (2024: £nil) payable to the Directors for fees and expenses.
20. Risk Management and Financial Instruments
The Company’s investing activities undertaken in pursuit of its investment objective, as set out on page 2 of the Annual Report, involve certain inherent risks. The main financial risks arising from the Company’s financial instruments are market price risk, interest rate risk, liquidity risk, credit risk and currency risk. The Board reviews and agrees policies for managing each of these risks as summarised below. The Board has also established a series of investment parameters, which are reviewed annually, designed to limit the risk inherent in managing a portfolio of investments. These policies have remained substantially unchanged during the current and preceding periods. The Board meets on four scheduled occasions in each year and at each meeting it receives sufficient financial and statistical information to enable it to monitor adequately the investment performance and status of the business.
Market price risk
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Company’s borrowings have the effect of increasing the market risk faced by shareholders.
Interest rate risk
Interest rate risk is the risk of movements in the value of financial instruments or interest income cash flows that arise as a result of fluctuations in interest rates. The Company finances its operations through retained profits including capital profits, and additional financing is obtained through the two Private Placement Loans, on both of which interest is paid at a fixed rate and therefore subject to fair value interest rate risk.
Cash flow interest rate risk
The majority of the Company’s financial assets are equity shares and other investments which neither pay interest nor have a maturity date. The Company’s fixed-interest holdings have a market value of £14,462,000, representing 1.35% of net assets (2024: £4,202,000; 0.51%). The weighted average running yield as at 31 December 2025 was 1.5% (2024: 5.0%) and the weighted average remaining life was 0.6 years (2024: 0.5 years). The Company’s cash balance of £12,782,000 (2024: £6,354,000) earns interest, calculated on a tiered basis, depending on the balance held, by reference to the base rate. Cashflow interest rate risk is not considered a significant risk to the Company.
Fair value interest rate risk
The Company is exposed to fair value interest rate risk through its fixed-rate borrowings and its investments in debt securities. The 4.05% Private Placement Loan and the 2.99% Private Placement Loan, which are repayable in 2028 and 2047 respectively, pay interest at fixed rates. The weighted average period until maturity of the loans is 9 years (2024: 10 years) and the weighted average interest rate payable is 3.7% (2024: 3.7%) per annum. The fair value of the loans will vary with changes in interest rates. As interest rates increase the fair value of the loan liability is expected to decrease, while when interest rates decrease the fair value of the loan liability is expected to increase. In addition, the Company's investments in fixed-rate gilts are also measured at fair value and are subject to interest rate risk. The fair value of the borrowings and the debt investments, are used for disclosure purposes only in the Annual Report, and therefore this risk will not impact the measurement of the financial statements.
Liquidity risk
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 cash balances and short-term bank deposits.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. This is mitigated by the Portfolio Manager reviewing the credit ratings of broker counterparties. The Company’s Custodian is responsible for the collection of income on behalf of the Company. Cash is held either with reputable banks with high quality external credit ratings or in liquidity/cash funds providing a spread of exposures to various underlying banks in order to diversify risk. The carrying amounts of financial assets represent their maximum exposure to credit risk at the Statement of Financial Position date, and the main exposure to credit risk is via the Custodian which is responsible for the safeguarding of the Company’s investments and cash balances. The full portfolio can be found on pages 28 and 29 of the Annual Report. The debt security held at the year-end has a credit rating of AA (2024: AA).
Currency risk
The income and capital value of the Company’s investments and liabilities can be affected by exchange rate movements as some of the Company’s assets and income are denominated in currencies other than Pounds Sterling, which is the Company’s reporting currency. The Company does not currently hedge its currency exposure. The key areas where foreign currency risk could have an impact on the Company are:
The Company had the following currency exposures, all of which are included in the Statement of Financial Position based on the exchange rates ruling at the respective year ends. Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising out of the investment and risk-management processes.
|
|
2025 |
|||||
|
|
Investments |
Cash |
Receivables |
Payables |
Borrowings |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Euro |
132,437 |
– |
446 |
– |
– |
132,883 |
| US Dollar |
65,401 |
– |
486 |
– |
– |
65,887 |
| Hong Kong Dollar |
18,404 |
– |
– |
– |
– |
18,404 |
| Japanese Yen |
17,462 |
– |
– |
– |
– |
17,462 |
| South Korean Won |
51,679 |
– |
– |
– |
– |
51,679 |
| Pounds Sterling |
843,509 |
12,782 |
3,402 |
(1,998) |
(74,818) |
782,877 |
|
|
1,128,892 |
12,782 |
4,334 |
(1,998) |
(74,818) |
1,069,192 |
|
|
2024 |
|||||
|
|
Investments |
Cash |
Receivables |
Payables |
Borrowings |
Total |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Euro |
118,002 |
– |
– |
– |
– |
118,002 |
| US Dollar |
43,033 |
– |
200 |
– |
– |
43,233 |
| Canadian Dollar |
8,587 |
– |
– |
– |
– |
8,587 |
| Hong Kong Dollar |
10,554 |
– |
– |
– |
– |
10,554 |
| Japanese Yen |
13,992 |
– |
– |
– |
– |
13,992 |
| Pounds Sterling |
690,637 |
6,354 |
1,859 |
(1,712) |
(74,781) |
622,357 |
|
|
884,805 |
6,354 |
2,059 |
(1,712) |
(74,781) |
816,725 |
Foreign currency sensitivity
|
|
2025 |
2024 |
||
|
|
£’000 |
£’000 |
£’000 |
£’000 |
| Projected movement |
+10% |
-10% |
+10% |
-10% |
| Effect on net assets for the year |
(26,029) |
31,813 |
(17,851) |
21,374 |
Other price risk exposure
If the investment valuation fell by 20% at 31 December 2025, the impact on the profit or loss and net assets would have been negative £225.8 million (2024: 20% negative £177.0million). If the investment portfolio valuation rose by 20% at 31 December 2025, the impact on the profit or loss and net assets would have been positive £225.8 million (2024: 20% positive £177.0 million). The calculations are based on the portfolio valuation as at the respective year-end dates.
The Company held the following categories of financial instruments, all of which are included in the Statement of Financial Position at fair value or amortised cost which is an approximation of fair value, with the exception of interest-bearing borrowings which are shown at amortised cost at 31 December.
|
|
2025 |
2024 |
||
|
|
Amortised |
|
Amortised |
|
|
|
cost |
Fair value |
cost |
Fair value |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
| Assets at fair value through profit or loss |
– |
1,128,892 |
– |
884,805 |
| Cash |
12,782 |
12,782 |
6,354 |
6,354 |
| Receivables and Payables |
|
|
|
|
| Investment income receivable |
3,355 |
3,355 |
1,424 |
1,424 |
| Other receivables |
979 |
979 |
635 |
635 |
| Payables |
(1,998) |
(1,998) |
(1,712) |
(1,712) |
| Interest- bearing borrowings: |
|
|
|
|
| 4.05% Private Placement Loan |
(49,914) |
(48,382) |
(49,882) |
(46,830) |
| 2.99% Private Placement Loan |
(24,904) |
(14,211) |
(24,899) |
(13,912) |
The 4.05% Private Placement Loan 2028 and the 2.99% Private Placement Loan 2047 do not have prices quoted on an active market, however their fair values have been calculated using observable inputs. As such they have been classified as Level 2 instruments (2024: Level 2).
Liquidity risk exposure
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Contractual maturities of the financial liabilities at the year-end, including future interest payments not yet accrued for, based on the earliest date on which payment can be required, are as follows:
|
|
2025 |
|||||
|
|
Three months or less £’000 |
Not more than one year £’000 |
More than one year but not more than two years £’000 |
More than two years but not more than three years £’000 |
More than three years £’000 |
Total £’000 |
| Loan Interest due |
1,012 |
1,760 |
2,772 |
2,772 |
14,203 |
22,519 |
| Loan principle |
– |
– |
– |
50,000 |
25,000 |
75,000 |
| Accruals |
1,198 |
– |
– |
– |
– |
1,198 |
|
|
2024 |
|||||
|
|
Three months or less £’000 |
Not more than one year £’000 |
More than one year but not more than two years £’000 |
More than two years but not more than three years £’000 |
More than Total £’000 |
£’000 |
| Loan Interest due |
1,012 |
1,760 |
2,772 |
2,772 |
16,975 |
25,291 |
| Loan principle |
– |
– |
– |
– |
75,000 |
75,000 |
| Accruals |
912 |
– |
– |
– |
– |
912 |
Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern, and to provide long-term growth in revenue and capital, principally by investment in UK securities. There have been no changes in the Company’s objectives, policies and processes for managing capital from the prior year.
The Company’s capital is its equity share capital and reserves that are shown in the Statement of Financial Position and fixed-term loans (see note 15) at a gross total of £1,144,010 (2024: £891,506,000).
The Company is subject to several externally imposed capital requirements:
The Company has complied with all of the above requirements during the current and prior year.
21. Post Balance Sheet Events
Subsequent to the year-end and up to 18 March 2026, the Company issued 8,070,000 ordinary shares for treasury, raising of £31.5m, representing 2.7% of the issued share capital as at 31 December 2025.
On 10 February 2026, the Board approved a fourth interim dividend for the year ended 31 December 2025, of 3.75p per ordinary share payable on 2 April 2026.
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you take you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your ordinary shares in Temple Bar Investment Trust Plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the 100th Annual General Meeting (“AGM”) of Temple Bar Investment Trust Plc will be held at Barber-Surgeons’ Hall, Monkwell Square, Wood Street, Barbican, London EC2Y 5BL on Tuesday, 5 May 2026 at 11.30 am for the purpose of considering and, if thought fit, passing the resolutions below.
ORDINARY RESOLUTIONS
SPECIAL RESOLUTIONS
i) the maximum number of ordinary shares hereby authorised to be purchased is 14.99% of the issued share capital of the Company as at the date of the passing of this resolution;
ii) the minimum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares is the nominal value per share;
iii) the maximum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares shall be the higher of:
i) an amount equal to 105% of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary shares are purchased; and
ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.
This authority shall expire at the conclusion of the AGM of the Company to be held in 2027 (unless previously revoked, varied, renewed or extended by the Company in general meeting) save that the Company may, before such expiry, enter into a contract to purchase shares which will or may be executed wholly or partly after the expiry of such authority.
| By order of the Board Frostrow Capital LLP
19 March 2026 |
Registered Office: 25 Southampton Buildings London WC2A 1AL |
NOTES
1. Entitlement to attend and vote
Members who hold ordinary shares in the Company in uncertificated form must have been entered on the Company’s register of members by 6.30pm on Thursday, 30 April 2026 in order to be able to attend and vote at the meeting, or if the meeting is adjourned, 6.30pm on the day two business days before the time fixed for the adjourned meeting. Such members may only vote at the meeting in respect of ordinary shares held at the time.
2. Proxies
A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend the meeting to speak and vote on a show of hands and, on a poll, to vote instead of them. A proxy need not be a member of the Company. A member wishing to appoint more than one proxy must appoint each proxy in respect of a specified number of shares within their holding. For this purpose, a member may photocopy the enclosed form of proxy before completion and must indicate the number of shares in respect of which each proxy is appointed.
Instruments of proxy should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.30 am on Thursday, 30 April 2026. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting should they wish to do so.
It is possible for you to submit your proxy votes online by going to Equiniti’s Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click ‘View’ on the ‘My Investments’ page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) there of 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 made using the CREST service to be valid, the appropriate CREST message (a “CREST proxy instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The CREST message must be transmitted so as to be received by the issuer’s agent (ID RA19) by not later than 48 hours (excluding non-working days) before the time appointed for the holding of the meeting or the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the CREST message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear 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(s) is/are a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST 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 provider(s) is/are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
3. Proxymity
If you are an institutional investor you may 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 11.30 am on Thursday, 30 April 2026 in order to be considered valid. 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.
4. Corporate representatives
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
5. Nominated persons
In accordance with Section 325 of the Companies Act, the right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the Companies Act. Persons nominated to receive information rights under Section 146 of the Companies Act who have been sent a copy of this Notice are hereby informed, in accordance with Section 149 (2) of the Companies Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
6. Joint holders
In the case of joint holders, the signature of only one of the joint holders is required on the proxy form and, where more than one joint holder has signed the proxy form or where more than one joint holder purports to appoint a proxy, only the signature of, or the appointment submitted by the most senior holder will be accepted to the exclusion of the other joint holders. 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).
7. Members’ requests under Section 527 of the Companies Act
Under Section 527 of the Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM for the financial year ended 31 December 2025; or (ii) any circumstance connected with an Auditor of the Company appointed for the financial year ended 31 December 2025 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act. Where the Company is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act to publish on a website.
8. Members’ rights to ask questions
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
9. Members’ rights under Sections 338 and 338A of the Companies Act
Shareholders meeting the threshold under Sections 338 and 338A of the Companies Act can instruct the Company: (i) to give shareholders (entitled to receive notice of the AGM) notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be proposed or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 24 March 2026, being the date six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
10. Total number of shares and voting rights
As at 18 March 2026, the latest practicable date prior to publication of this Notice, the Company had 334,363,825 ordinary shares in issue, with a total of 297,719,378 voting rights. 36,644,447 shares were held in treasury.
11. Website
In accordance with Section 311A of the Companies Act, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice will be available on the Company’s website at: www.templebarinvestments.co.uk.
12. Documents available for inspection
Copies of letters of appointment between the Company and the Non-Executive Directors may be inspected during usual business hours on any weekday (public holidays excepted) at the registered office of the Company from the date of this Notice until the date of the AGM and at the place of the Meeting from 11.15 am until the Meeting’s conclusion. Any shareholders wishing to inspect the documents are requested to contact the Company Secretary by email at [email protected] in advance of any visit to ensure that appropriate arrangements can be made and access can be arranged.
Glossary of Terms
Alternative performance measure (“APM”)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these APM’s, the Directors considered the key objectives and expectations of typical investors in an investment trust such as the Company.
Discount or Premium of share price to NAV per share*
A description of the difference between the share price and the net asset value per share. The size of the discount or premium is calculated by subtracting the share price from the net asset value per share and is usually expressed as a percentage (%) of the net asset value per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount.
Fixed Interest
Fixed-interest securities, also known as bonds, are loans usually taken out by a government or company which normally pay a fixed rate of interest over a given time period, at the end of which the loan is repaid.
FTSE All-Share Index
A comparative index that tracks the market price of the UK’s leading companies listed on the London Stock Exchange. Covering around 600 companies, including investment trusts, the name FTSE is taken from the Financial Times and the London Stock Exchange, who are its joint owners.
FTSE 350 Index
A comparative index that tracks the market price of the UK’s 350 largest companies, by market value, listed on the London Stock Exchange.
Gilts
A bond that is issued by the British government which is generally considered low risk.
Gross Gearing
Total assets divided by shareholders funds expressed as a percentage.
Liquidity
The ease with which an asset can be purchased or sold at a reasonable price for cash.
Market Capitalisation
The total value of a company’s equity, calculated by the number of shares multiplied by their market price.
NAV (‘Net Asset Value’) per Share
The value of total assets less liabilities, with debenture and loan stocks at book value. Book value is the amount borrowed less the current loan arrangement fee debtor still to be expensed. The NAV per share is calculated by dividing this amount by the number of ordinary shares outstanding.
NAV per Share with debt at fair value*
The value of total assets less liabilities, with the loans at fair value. The NAV per share with debt at fair value is calculated by dividing this amount by the number of ordinary shares outstanding.
Net asset value (NAV) per share total return with debt at fair value*
The theoretical total return on shareholders’ funds per share, reflecting the change in NAV with debt at fair value assuming that dividends paid to shareholders were reinvested at NAV with debt at fair value at the time the shares were quoted ex-dividend. A way of measuring performance which is not affected by movements in discounts/premiums.
|
|
Year to 31 December 2025 (p) |
Year to 31 December 2024 (p) |
| Opening NAV with debt at fair value |
291.1 |
252.2 |
| Increase /(decrease) in NAV |
97.2 |
49.0 |
| Less dividends paid |
(14.25) |
(10.75) |
| Adjustment for movement in fair value of debt |
(0.70) |
0.7 |
| Closing NAV with debt at fair value |
373.4 |
291.1 |
| % increase in NAV with debt at fair value |
33.2% |
19.7% |
| Impact of reinvesting dividends |
0.7% |
0.2% |
| NAV total return with debt at fair value |
33.9% |
19.9% |
Net Gearing
Total assets (less cash and cash equivalents) divided by shareholders’ funds expressed as a percentage.
Ongoing Charges*
Ongoing charges are calculated on an annualised basis. This figure excludes any portfolio transaction costs and may vary from period to period. The calculation below is in line with AIC guidelines.
|
|
|
Year to 31 December 2025 (p) |
Year to 31 December 2024 (p) |
| Investment management fee |
|
3,358 |
2,819 |
| Other expenses (excluding transaction costs) |
|
2,163 |
1,918 |
| Less: one off legal and professional fees |
|
(54) |
– |
| Total |
(a) |
5,467 |
4,737 |
| Average cum income net asset value throughout the period |
(b) |
928,228 |
780,321 |
| Ongoing charges (c=a/b) |
(c) |
0.59% |
0.61% |
* Alternative Performance Measure.
Portfolio Turnover
The portfolio turnover rate measures the Company’s trading activity. It is calculated by taking the lower of investment purchases and sales and dividing by the average gross asset value (net assets with debt added back) of the Company. It is expressed as a % and the lower the % the lower the turnover. For example a turnover rate of 25% would suggest that the fund holds stocks for four years on average, while a 50% turnover rate would suggest a two year holding period.
Transactions in gilts are excluded from the investment purchases and sales for the purposes of calculating the turnover rate.
Share Price Total Return*
Return to the investor on mid-market prices assuming that all dividends paid were reinvested at the share price at the time the shares were quoted ex-dividend.
|
|
Year to 31 December 2025 (p) |
Year to 31 December 2024 (p) |
| Opening share price |
272.0 |
238.0 |
| Increase in share price |
120.8 |
44.8 |
| Less: dividends paid |
(14.25) |
(10.75) |
| Closing share price |
378.50 |
272.0 |
| % increase in share price |
44.4% |
18.8% |
| Impact of reinvesting dividends |
0.9% |
0.3% |
| Share price total return |
45.3% |
19.1% |
Value Investing
An investment strategy that aims to identify undervalued yet good quality companies with strong cash flows and robust balance sheets, putting an emphasis on financial strength.
Dividend Yield*
A measure of the income return earned on an investment. In the case of a share the yield expresses the annual dividend payment as the percentage of the market price of the share.
* Alternative Performance Measure.
Annual Report and Financial Statements
Copies of the Annual Report and Financial Statements will be posted to shareholders on 30 March 2026 and will be available on the Company’s website (www.templebarinvestments.co.uk) or in hard copy format from the Company Secretary.
The Company's Annual Report and Financial Statements for the year ended 31 December 2025 have been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism (NSM) via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual General Meeting will be held on Tuesday, 5 May 2026.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
-ENDS-
For further information please contact
Mark Pope
For and on behalf of Frostrow Capital LLP
Company Secretary
0203 008 4913
[1] Source: Frostrow
[2] Source: Redwheel