Hansa Investment Company
Ltd
Half-Year Report
30 September 2024
Financial Summary
As at 30 September 2024
NAV
per share
388.5p
Total assets
£466.2m
ordinary shares
Share price
227.0p
Discount
41.6%
Gross yield
1.4%
'A' non-voting ordinary
shares
Share price
221.0p
Discount
43.1%
Gross yield
1.4%
Chairman's Report
Shareholder returns
The past six months have shown an
increase in net asset value (NAV) from 378.8p at 31 March 2024 to
388.5p per share at 30 September 2024. In addition, shareholders
have also received dividends of 1.6p per share during the
period.
There has been a reduction of the
discount from 44.6% to 41.6% for the Ordinary shares and from 46.1%
to 43.1% for the 'A' Ordinary shares. More details about our
results and longer-term performance can be found on further below
as well as in our Portfolio Manager's detailed review of markets
and portfolio performance in his Report below.
Strategy
Alec Letchfield and his team at
Hansa Capital Partners, supported by the Board, continue to search
for new investment themes and opportunities with a view to
diversification in these more uncertain times, manifested by a
combination of high stock market valuations and a number of actual
and potentially new hotspots of military activity. His recent moves
into insurance and Japan have proven to be judicious.
Ocean Wilsons Holdings Limited
I am sure all shareholders will have
seen the announcement on 21 October 2024 that Ocean Wilsons
Holdings Limited (OWHL, "Ocean Wilsons") has agreed to sell its
56.47% holding in Wilson Sons Limited ("Wilson Sons") to SAS
Shipping Agencies Services, a wholly owned subsidiary of MSC
Mediterranean Shipping Company for R$4.4bn - the equivalent of
R$17.50 per share.
The OWHL board have indicated that
they intend to return a 'meaningful' percentage of the proceeds to
shareholders, whilst reinvesting the balance into new
opportunities. I, like all interested parties, look forward to
receiving further clarification as events unfold.
I should remind all shareholders
that the proposed deal will not become a reality until all
regulatory requirements are finalised, which will probably be the
second half of next year. The OWHL board must be congratulated on
getting a good result for shareholders after a very protracted
process, with particular reference to the break fee of $80m in the
event of the deal not being finalised.
I should also like to put the Hansa
Investment Company Limited (HICL, "the Company") investment in OWHL
into some historical perspective. The Company's investment in Ocean
Wilsons was made in 1959. Modern market data systems did not exist
at that time, but market data does exist for Wilson Sons from its
listing in 2007. Between April 2007 and October 2024, Wilson Sons
has generated a total return to its shareholders of 721% in R$
(annualised 12.8%) and 193% in USD (annualised 6.3%).
Market data for Ocean Wilsons exists
for a longer period of time - since July 1992. Between July 1992
and October 2024, Ocean Wilsons has delivered a total return to its
shareholders, in GBP, of 12,549% (annualised 16.2%). To put that
excellent return into context, £10k invested in Ocean Wilsons in
July 1992, with dividends reinvested, would now be worth a very
respectable £1.25m, versus a mere £67k for the FTSE100.
Looking back to 1959, we do not know
the exact date of, or initial price paid for, the investment into
Ocean Wilsons but published evidence in the form of audited company
accounts from around that time would indicate an initial cost of
between £400k and £630k. Taking the latter value to be
conservative, on a simple comparison of purchase price in 1959 to
the current-day valuation, this would represent a 204x increase in
the value of the OWHL holding and an annualised return of 8.5%. If
we had modern data points available to us from the original
purchase date, a total return could be calculated, which would be
higher, but data with that level of granularity was simply not kept
prior to 1992.
Our return from OWHL (in GBP) has
not been linear, in part because the value of Wilson Sons within
OWHL's portfolio has, at times, fluctuated significantly due to
movements in the relative value of the Brazilian currency, driven
by the wider Brazilian economic and political landscape. However,
it is clear that the Company's investment in OWHL has delivered
significant returns for our shareholders over an extended period of
time and the divestment of Wilson Sons by OWHL is an opportunity to
crystalise the value of the investment.
Please rest assured that the HICL
Board will be considering the options available following the OWHL
announcement.
Prospects
As my fellow shareholders may
recall, I have been too cautious about markets in the recent past.
With credit spreads at historically very tight levels, the gold
price at record highs and many stock markets at or near all time
highs and the anticipation of further interest rate reductions, it
does seem to me that everything is pretty much priced to
perfection.
Although I anticipate one or perhaps
two more interest rate cuts in the US, Torsten Slok of Apollo
constantly reminds his readers that wage growth is accelerating,
the unemployment rate declined in September, retail sales remain
solid, debit card transactions continue to accelerate, default
rates and bankruptcies continue to decline, whilst the GDP is
forecast to increase by 2.4% in 2024. All in all, not much sign
that a US recession is imminent.
If, by some chance, the anticipated
rate cuts do not come to pass, there could be quite a setback in
stock market and bond valuations.
The price of gold continues to
advance further than most financial commentators had forecast. The
oil price, whilst volatile on a daily basis, continues to be held
up by all the difficulties in the Middle East and increasing global
consumption.
All in all a very challenging time
for investors. I remain very confident that our team led by Alec
Letchfield and his team will continue to find interesting
risk-adjusted opportunities for shareholders.
Discount Management
The Board remains disappointed that
the discount has narrowed so little, particularly during a period
of solid portfolio performance. Now that the potential sale of
Wilson Sons by OWHL has become clearer, the Board will be giving
active consideration to its present policy on this particular
matter and will make an announcement on its deliberations as soon
as practicable.
Dividends
The Board will continue with its
existing policy of paying quarterly interim payments of 0.8p per
share, being an annual total of 3.2p per share. As promised in my
last Chairman's Report, as a result of the recent OWHL announcement
about the potential sale of Wilson Sons, the Board will be
reviewing its dividend policy. As I have mentioned before, the
Board does not believe it to be in the Company's best interest to
pay dividends out of capital.
As with our Discount Management
policy, the Board will make an announcement on its deliberations as
soon as practicable.
Bye-laws
Following shareholder approval of
the Company's Bye-laws at the 2024 Annual General Meeting and as
previously advised, from February 2025 the Company will change the
way it pays dividends to shareholders and will no longer pay
dividends by cheque. If you currently receive your dividends by
cheque, you need to provide the Company's Registrar (Computershare
Investor Services PLC) with your UK bank or building society
details as soon as possible, but no later than 20 January 2025, to
have your dividends paid directly to your UK bank or building
society.
Computershare:
Computershare Investor Services
PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Shareholder helpline: +44 (0)370 702
0000
Asset Reunification
The Company has engaged Georgeson (a
trading name of Computershare Investor Services PLC) to locate and
unite gone-away and lost shareholders with their shareholdings and
any unclaimed dividends. Georgeson's services are voluntary and as
such any shareholders may contact the Company's Registrar directly.
If you are contacted, it is important you respond to Georgeson or
Computershare to claim shareholdings and any unclaimed dividends.
In accordance with its Bye-laws, the Company will sell the shares
of those shareholders it was unable to reunite. The net proceeds
from the sales and any unclaimed cash entitlements will be
forfeited and will belong to the Company.
Georgeson:
Tel: 0800 953 0077
Int tel: +44 (0) 370 703
0067
Web:
www.georgeson.com/unclaimed
Email:
assetreunification@georgeson.com
New
director search
Many investors will be aware that
Nadya Wells left the Board at the last AGM. The Board is advanced
in the process of appointing a new director to the
Board.
Cost Disclosures
The Board welcomes the recently
announced temporary exemption for most Investment Companies from
select PRIIPs rules and MiFID cost disclosures, while the FCA
considers the points that the industry has raised. The Board is in
agreement that the previous rules were potentially misleading to
current and prospective investors in closed-ended investment
vehicles. The Board is considering guidance from the Association of
Investment Companies (AIC) as to what changes it can make during
this period of temporary exemption noting that, whilst many
Independent Financial Advisors carry out their own research into
companies, the majority of the platforms supporting retail
investors automate their data gathering processes. As a result of
the latter, it is not as simple a matter as to just remove the
current Key Information Documents (KIDs) from circulation until new
rules are in place.
Company Auditor
At the Company's most recent AGM,
PricewaterhouseCoopers LLP was appointed to audit the Company for
the financial year ended 31 March 2025.
Shareholder Event
Many of you will know we held a
shareholder presentation event at Brown's Hotel on 25 September
2024. The presentation was live-streamed for those who were unable
to attend in person, a recording of which can be viewed on the
Company website.
The Board will hold a similar event
in September 2025.
Jonathan Davie
Chairman
22 November 2024
Portfolio Manager's
Report
Executive Summary
The first half of the year saw a
broadening of the market with most equity markets performing well
with China experiencing somewhat of a catch up after the government
announced a substantial stimulus. Bonds somewhat lagged, although
they picked up towards the end of the period, while commodities
were stronger with oil the exception. Inflation continued to head
downwards in most markets and central banks signalled rates may
start to fall more quickly.
Despite having had another strong
quarter continuing a good period of performance, it is at exactly
these times when it usually pays to consider whether the market is
getting complacent. We have split our thoughts into five questions
we think are especially important to consider going
forward.
Q1.
Is it right to worry about complacency at this
juncture?
The data gives a mixed picture here,
with volatility largely being low and credit markets not showing
any signs of concern about the economic outlook. Equity markets
have broadly been very stable which often signals the calm before
the storm.
Q2.
Are geopolitical concerns misplaced?
Geopolitically, the backdrop has
sharply worsened with significant conflicts in Europe and the
Middle East. Trump's victory has been a boon for equity markets
while bond yields have significantly increased in the US. Longer
term, it is likely that Trump's desire for lower rates and more
stimulus will lead to a boom/bust scenario, sending stock markets
violently up and down in the process.
Q3.
Economic outlook: Recession vs soft-landing and inflation vs
deflation?
We still think a soft-landing is the
most likely outcome, with inflation lower but not at the levels
seen pre-COVID. We are of the view that we are late in the cycle,
rather than heading for a recession. While inflation continues to
fall in much of Europe, it is possible that inflation in the US may
trend higher, particularly if import tariffs are increased
post-election.
Q4.
Will AI and the Magnificent 7 catalyse the next downturn just as
tech companies did in the early 2000s?
We are broadly believers in the AI
revolution but accept that everything has a price. Many of these
companies are already very profitable (in contrast to the 1990s
tech bubble) but the journey is unlikely to be linear.
Q5.
Are the current market issues captured in
valuations?
At face value markets look
expensive, but when you dig down only pockets of the US market look
excessively overvalued and indeed many countries and sectors look
very cheap. Within the US only the Magnificent 7 (M7) are looking
fully valued but most of these companies have huge cash
reserves.
Discussing these risks and being
aware of the impact they can have on portfolios is important at
this point of the cycle, but we have not changed from our default
position of being fully invested in markets. However, we
acknowledge that the journey is likely to become more precarious
going forward and have looked to diversify our portfolios by
country, asset class and style to help to mitigate some of these
risks. The opportunity cost of leaving markets too early towards
the end of a cycle can be significant.
Alec Letchfield
Portfolio Manager
Market review
One of the most remarkable features
of markets this year has been their strength and relative
stability. Despite the volatile geopolitical backdrop, the US
election, fears of a hard landing in the US and ongoing
inflation/rates uncertainty, markets have continued to surge ahead.
Partly this is a function of the distortions caused by the
performance of the M7, with the market cap weighted S&P 500
rising by 21.7% this year reflecting the 44.4% rise in the M7
names, but even without this the equal-weighted index has risen by
a more than credible 15.2%. Further, this is not just an equity
phenomenon with other asset classes such as commodities and hedge
funds also producing decent returns year-to-date.
Whilst pleasing that markets have
produced another period of good returns, experience tells us that
now is exactly the right time to pause and ask the question as to
whether or not markets are slipping into complacency. Just as
suggested by the old Buffett adage that one should "be fearful when
others are greedy and be greedy when others are fearful", we think
now is the point to ask if investors are correct to be dismissive
of the risks currently faced by global stocks markets.
Q1.
Is it right to worry about complacency at this
juncture?
On the face of it, a resounding yes!
As noted above, markets have delivered robust returns despite an
array of concerns, ranging from the geopolitical to economic to
valuation. Moreover, the returns have been generated with little
volatility as measured by indicators such as the VIX. The VIX,
which measures the expected volatility of the US stock market and
is commonly referred to as the 'fear gauge', is the most widely
used measure of market risk, fear and stress. It would be natural
to expect that the VIX would be elevated at this time, given the
risks faced by markets, whereas in practice it currently sits at
historically low levels suggesting a high degree of
complacency.
The VIX reading is not alone.
Another measure reinforcing this view of complacency are the
spreads between corporate credit yields and government bonds which
are currently very tight by historic standards. Typically, when
concerns are rising over recession, or markets get worried in
general, spreads tend to widen as anticipated defaults rise and
investors seek solace in government bonds for their defensive
characteristics. Similarly, during periods of complacency stock
markets usually do not exhibit major selloffs which has indeed been
the case with the S&P 500 not having fallen by more than 2% in
a day between February 2023 and July 2024.
Q2.
Are geopolitical concerns misplaced?
Whilst most would accept that
markets do currently appear complacent, the bulls typically respond
by arguing that the risks are being overplayed and it is correct
for markets to be complacent at this juncture.
The geopolitical backdrop, as we
discussed in last quarter's commentary, has been relatively benign
for the past couple of decades, a period characterised by the
absence of major military conflicts and led by US hegemony in its
role as the global policeman. Free trade was the order of the day
as countries sought to become increasingly intertwined, with the
developing nations becoming more prosperous and developed nations
benefiting from the inflow of cheap goods and services. It appeared
that the US capitalist, free trade model had become the blueprint
for the emerging nations as they engaged with the wider
world.
This backdrop has however taken a
turn for the worst. Military conflict is happening in the heart of
Europe and the Middle East is a tinderbox that has the potential to
flare up into a wider regional war. Similarly, the US appears to be
stepping back from its desire to extend its power globally and
instead has taken a more hostile approach to the outside world
through tariffs and trade wars to bolster its position as the
globally dominant superpower. With China and India now of a size
that they feel emboldened, alongside a nostalgic Russia, to exert
themselves in an equally hostile fashion, the globally intertwined
world which we have enjoyed over the last couple of decades appears
to be unravelling.
What is unclear however, is how this
changing backdrop affects world stock markets. With the US still
the dominant superpower and stock market, this undoubtedly helps
mitigate these dangers at the portfolio level, with the US
currently around 70% of the MSCI World. The US dollar will remain
the global reserve currency for the foreseeable future, with no
real alternatives, and the dominance of its technology companies
should ensure that the US, with its rule of law and capitalist
model, remains the primary driver of world stock markets.
Nonetheless, global trade is unlikely to drive returns with the
same vigour as in the past, especially if countries such as the US
look to onshore production - with a corresponding spike in
inflation - and the escalation of military conflict is largely
unknowable and hard to mitigate at the portfolio
level.
The other major geopolitical risk is
the US election. On first blush, another Trump presidency appears
to be a major risk to markets. Almost inevitably he will impose
further tariffs, not just on China but also more friendly regions
such as Europe, with tighter immigration policies likely to
ultimately be a negative for US growth and inflation. With Trump
likely to adopt an even more vindicative stance on how he conducts
policy, as he seeks retribution against those that he feels have
wronged him, this doesn't bode well for global stock
markets!
In practice, however, we suspect
there would have been little difference at the stock market level
between a Harris or Trump presidency, at least initially, with
markets mainly wanting certainty on the outcome. Whilst there are
undoubtedly micro differences, such as Trump taking a more free
market approach to competition versus Kamala being largely
anti-consolidation, most importantly both remained advocates of
spending and showed no willingness to reduce the US debt overhang.
With little desire to tackle this ticking bomb, at least in the
near term, markets should remain underpinned by a wall of
liquidity. Indeed, we would see the main risk as a Trump induced
bubble, especially if he leans on Federal Reserve chair Jay Powell
to reduce interest rates both faster and to a greater extent (and
possibly replacing him with a more dovish governor if he fails to
deliver). Ultimately, it is very possible and indeed, likely that
this descends into a boom/bust scenario, sending stock markets
violently up and down in the process.
Q3.
Economic outlook: Recession vs soft-landing and inflation vs
deflation?
One of the characteristics of the
current cycle has been the volatility of the economic backdrop and
the apparent inability for economists to forecast the outcome.
Inflation surged post-COVID and then fell equally as fast. Rate
setters were behind the curve initially in raising rates and now
many fear they have left their rate cuts too late and are not being
aggressive enough raising the spectre of recession. With recessions
and bear markets going hand in hand it again seems odd that markets
are so complacent in the face of such a major risk.
Our view is that, whilst the
market's complacency on this issue is unhelpful, giving itself
little margin for error if economic growth does take a turn for the
worse, we would tend to agree that a soft-landing seems the most
likely outcome. There was little need for the US government
giveaways post-COVID, with the economy in remarkably robust health,
which in turn required the Federal Reserve to be more aggressive in
raising rates, something which historically almost always resulted
in policy overshoot and a corresponding recession and bear market.
This time around however, we just do not see the excesses normally
associated with recession which are almost invariably characterised
by large structural imbalances. In particular, we look for
stretched household or corporate balance sheets, excessive
residential or corporate investment and a banking sector that
engages in excessive, imprudent lending. None of these appear
present at this point. Hence, on balance it appears we are late
cycle but not yet in recession territory. Even if a recession were
to occur the odds are that it would be mild and short-lived and
would not need the painful purging of excesses such as we saw
during the Global Financial Crisis.
An area that is looking more nuanced
is that of inflation. Inflation has been much debated post-COVID,
with many market commentators arguing that inflation would be
structurally much higher in the future, necessitating higher
interest rates and a corresponding negative impact on growth and
general liquidity levels. We were never in this camp, instead
believing inflation would revert back nearer to central bank
targets, albeit not to the zero-percent level of the last decade
which we saw as an aberration rather than the norm.
We are beginning to wonder, however
if the structural biases of US versus European inflation are
diverging. Europe remains moribund, suffering from a lack of
productivity and an inability to innovate. With its historic growth
engine, Germany, increasingly looking like the sick man of Europe
given its dependence on Chinese growth to prop up its important
export sector, combined with the flawed approach of previous
administrations to rely on Russian oil and gas, the outlook is
challenging. In contrast, US economic exceptionalism remains firmly
in place in light of its corporate culture, technology leadership
and strong labour markets. Hence, we sense that European inflation
is trending towards deflation, whereas the US, despite the
slackening of the labour market, is tending towards higher
inflation. We do not see these as major issues at this point but
will watch their development closely in the coming
months.
Q4.
Will AI and the Magnificent 7 catalyse the next downturn just as
tech companies did in the early 2000s?
It is often the case that what leads
markets up typically leads them down. Today's euphoria on all
things AI, and the corresponding exponential performance of the M7,
resonates strongly with the late 90's tech bubble which,
ended very badly for markets. Just as then, when the internet was
in its infancy and technology companies were bid-up to
extraordinary valuations in the anticipation of how the internet
would change the way in which we live, we are now seeing companies
with an AI linkage surging as investors bet on the boost to
productivity growth through AI. Such technology transitions often
prompt over-investment and over-extrapolation as infrastructure is
hyper-scaled to meet future demand. Unfortunately, this creates the
danger of an air-pocket as the AI infrastructure buildout runs
ahead of corporate demand and consumer take-up with adoption nearly
always taking longer than markets initially forecast.
There are, though, some mitigating
circumstances versus the 90s tech bubble. Unlike many companies in
the late 90s, which were aspirational in nature and often
loss-making, the M7 are highly profitable in most cases with
proven, compelling business models. Moreover, they appear to
benefit from a flywheel affect with the larger they become, the
more successful they become. For example, it is increasingly the
case that in order to develop the next generation large language
models (such as ChatGPT) it will require the spending power of a
small nation. Only a handful of companies such as the M7 will be
able to commit this kind of capital, effectively creating a moat
and ensuring they become even more profitable and powerful in the
future.
Hence, whilst we are broadly
believers in the AI revolution, we also acknowledge there will be
points of over-investment which, combined with mismatches between
corporate demand and the normal corporate failures en route (Google
vs Yahoo!), will undoubtedly lead to volatility in the short-term
even if the long-term lives up to expectations.
Q5.
Are the current market issues captured in
valuations?
The relationship between market
performance, risks and valuations is a complex one. Optically the
current high market valuations seem at odds with the abundance of
risks. In practice though, it is the time horizon that is
important. In the short term there is typically little relationship
between valuations, risk and returns, with it perfectly possible to
have high valuations or above-average risks and good performance.
In the longer term, however, the relationship becomes much stronger
with highly-valued markets with above-average risk levels
typically generating lower returns. This is one of the key reasons
why we believe market returns over the coming 10 years will be
somewhat lower than the prior 10 years.
It is also worth noting that whilst
the headline market valuations look expensive, below the surface
the picture is more nuanced. From a country perspective, only the
US stock market looks worryingly expensive, with Europe, Japan,
China and the emerging markets all looking much closer to their
historical averages. Furthermore, the primary driver of the high
valuations in the US is the M7. If one strips out the high
valuations of the M7, the rest of the US market looks much closer
to its average and even cheap at the smaller cap level. Hence
whilst we would argue that overall valuations leave little room for
misstep should any of the risks materialise, we do see many pockets
of markets that offer excellent value.
Portfolio Positioning and
Conclusion
Drawing these threads together
leaves a rather mixed picture. It would be perfectly reasonable to
argue that the high valuations on offer, combined with market
complacency and the very real risks faced, calls for a more
defensive positioning. On balance, however, we advocate remaining
fairly fully invested. Whilst geopolitical risks are undoubtedly
greater, they typically tend to be low probability but high impact
events, as was illustrated by Russia's invasion of Ukraine.
Instead, we remain of the view that the positives outweigh these
risks at this stage. If, as we expect, the US is able to engineer a
soft landing, combined with liquidity injections through lower
rates, this remains a constructive backdrop for equities. As we
have said many times in the past, remaining fully invested should
be the neutral point for longer-term investors such as ourselves
given our ability to ride out more challenging markets.
It is not the case though that we
are simply sitting on our hands. We acknowledge that the margin of
safety is lower, which may make for a rather volatile journey even
if the end point is a higher one. Instead, we are looking to
increasingly diversify our portfolio by country, asset class and
style. At the country level we remain unashamedly bulls of the US
stock market, believing in US exceptionalism, but are adding other
regions to this in the form of the emerging markets, due to their
lower valuations and offering protection were the expensive dollar
to start to fall. Stylistically, we have already added more value
managers due to the exceptional value we see on offer in many
markets across the world and especially within the mid and smaller
cap spaces. Finally, we are adding to those areas that have
different economic drivers, notably in the insurance arena which
was recently tested, and passed, a jump in hurricane activity in
the form of Helene and Milton. In summary, it is a time to be
active and alert in managing portfolios, but there is still the
potential for a significant opportunity cost if investors flee
equity markets to safety too early.
Portfolio Review and Activity
Over the course of the first half of
the year, global equity markets delivered gains, although these
were dampened by sterling's strength over the period. Early August
saw markets drop off, as weaker US economic data and an interest
rate hike in Japan combined with thin summer liquidity to hit
stocks. However, in September the Federal Reserve started its
long-awaited rate cutting cycle which soothed investor concern and
boosted stock prices, as did a less hawkish tone from Japanese
policymakers and a new stimulus in China. The MSCI ACWI NR Index
(GBP) gained 3.3%, while bonds benefited from the falling yield
environment, with the FTSE UK Gilts All Stocks TR Index adding
1.4%. The Company's NAV total return over the period was 3.0%,
bringing its one-year return to a strong 23.5%.
The portfolio's gains over both the
half-year and 12 months are ahead of the returns a traditional
60:40 equities and bonds portfolio would have achieved (2.5% and
15.1%, respectively). Looking at the three KPIs over the year,
there were returns of 20.0% for the MSCI ACWI NR Index, 1.7% for UK
CPI and 7.9% for the FTSE UK Gilts All Stocks TR Index.
The Company's position in Ocean
Wilsons Holdings has continued to be a strong contributor to
performance over recent time periods, with the holding returning
10.7% in the first half of the financial year and 59.3% over 12
months.
The Company's NAV per share rose
from 378.8p at the end of March 2024 to 388.5p at the end of
September, with 1.6p per share being paid out as a dividend during
this period. The NAV has increased from 317.4p at the end of
September 2023, with 3.2p per share having been paid out in
dividends during that time.
Core and Thematic Funds
The Core Regional silo was almost
flat over the half-year, being down just 0.4%, while the Thematic
silo rose 0.1%. For the last 12 months, Core Regional returned
15.1%, whilst the Thematic silo was up 17.2%.
The Company's North American
holdings delivered mixed performances over the first half of the
financial year. Armistice Capital gained 2.5%, which was largely
driven by its core healthcare long positions, while the manager
took advantage of some sell-offs in high conviction small-cap
biotech names to add to its positions. Beutel Goodman US Value was
flat, making up for some earlier losses with gains later in the
period, when it benefited from the announcement in August that one
of its largest positions, Kellanova, reached an agreement to be
taken over by Mars for $36bn in one of the biggest deals of the
year. The deal valued the snack and cereal manufacturer at a 45%
premium over where its shares were trading at the end of June. Gen
Digital, a cyber security service provider that is now the fund's
second largest holding, also performed well in the period. Findlay
Park American and Select Equity experienced declines, being down by
1.7% and 6.8%, respectively, while the passive holding in iShares
Core S&P 500 ETF gained 3.5%. Over the last year these holdings
have gained 16.1%, 11.3% and 22.5%, respectively. Pershing Square
Holdings lagged, falling 12.7%, with its position in Universal
Music Group being the biggest detractor as the company announced
disappointing results in July. The manager, however, believes the
disappointing subscription and streaming growth is due to
idiosyncratic factors that will prove to be short-term in nature,
and remains confident that the industry will improve monetization
through new products and services. Pershing Square also announced
two new holdings in Nike and Brookfield Corporation, with the
former detracting from performance this quarter, whilst the latter
was a positive contributor. Over 12 months, Pershing Square has
delivered a gain of 20.0%.
Despite significant volatility in
the Japanese market in August, most of the Japan holdings delivered
gains over the six months, while the MSCI Japan Index declined
4.7%. Indus Japan Long Only was up 2.8% to bring it to be up 12.8%
over one year. The strongest contributor for Indus was Fujitsu, its
largest holding, while JTOWER received an acquisition bid in August
that saw it make up most of its losses from the prior quarter.
Simplex Value Up Trust gained 5.3%, Alma Eikoh Japan was up 0.2%
while Arcus Japan fell 1.2%.
In the Global Developed holdings,
Schroder Global Recovery produced a return of 2.9%, and it is now
up 12.3% over 12 months. This value fund has relatively large
exposure to Japan, the UK and Europe, whilst being underweight the
US and with almost no IT exposure. Contributors to recent
performance included positions in BT Group, Continental (tyres) and
Dentsu Group (Japanese advertising group). In August a new position
was added in Helikon Long Short Fund, a concentrated, value-driven
long-short fund, with a bias to European securities. The fund has a
long bias and currently has 23 core positions. It has gained 7.6%
since purchase, with its largest contributors being International
Consolidated Airlines Group and Playtech.
There were positive returns for most
of the emerging market holdings, with Schroder Asian Total Return
Fund up 6.6% to take it to 18.3% over the year, and NTAsian
Discovery up 1.6% to 4.5% over the year. Tencent was a strong
contributor for the Schroder fund, as was the Indonesian holding
Bank Mandiri. The NTAsian fund also benefited from strong
contributions from its Hong Kong listed names following the Chinese
stimulus package at the end of September, with names such as AIA
Group and Minth being among the best performers. Redwheel Next
Generation Emerging Markets, which focuses on smaller emerging
markets declined by 0.1% during the six-month period while
BlackRock Frontiers Investment Trust fell 2.5%.
There were mixed returns in the
Thematic silo during the period with Polar Capital Global
Technology rising 0.7% while the iShares Expanded Tech Sector ETF,
bought in late June, was down 4.5%. Over 12 months the Polar fund
is up 33.3%. The RA Capital International Healthcare Fund made a
modest loss of 3.2% this quarter, leaving it up an impressive 22.3%
over 12 months. The fund's public equity positions have contributed
strongly to performance, including Verona, which had its inhaled
drug ensifentrine approved by the FDA at the end of June. The
manager believes this drug is poised to become a blockbuster for
the treatment of chronic obstructive pulmonary disease, for which
the company's commercial team has significant previous experience
of marketing successful drugs. The share price of Verona almost
doubled over the period. BB Biotech declined 16.7% before it was
sold in early September, while Worldwide Healthcare Trust gained
3.9% to leave it up 12.4% over one year. Polar Global Insurance
Fund continued its good performance with a gain of 6.4% this
quarter and is up 19.2% for the year.
Diversifying Funds
The diversifying holdings are
intended to provide an alternative source of returns whilst
dampening volatility and displaying low beta to the equity market.
During the first half of the financial year the Diversifying silo
was flat, but it has gained a respectable 5.6% over the last year.
Longer-term performance relative to bonds has compared very
favourably given the strongly negative returns from bonds in that
period. Over three years, the Diversifying silo has returned 9.0%,
far ahead of the 19.3% loss of the Gilts Index over that
period.
With declining yields so far this
year, the portfolio's diversifying fixed income holdings made
gains, with BioPharma Credit one of the strongest with a 4.6%
return to take it to be up 13.0% over one year. The share price was
particularly strong in July, when the company announced the
successful closing of the acquisition of a majority of LumiraDx's
assets by Roche, through which the company has already received an
initial payment of $165.3m. During the last six months, Selwood
Liquid Credit also returned 4.6% to take its annual return to 10.2%
and Apollo Total Return Fund was up 3.9% to bring its 12-month
return to 8.6%. CQS Credit Multi Asset Fund was a new position at
the start of July and this global credit fund, with a bias towards
sub-investment grade credit, has returned 1.9% since
purchase.
Nephila Iron Catastrophe Fund had a
more modest six months, being up 2.4% to extend its good
performance over the year to 13.2%. This is a specialist strategy
investing in catastrophe bonds and other insurance-related
securities and our investment was made on account of the pricing in
these areas being at extremely attractive levels. The recent
significant US hurricanes, Helene and Milton, have proved testing
for the fund, but these have justified the manager's decision
earlier in the year to hedge against large hurricane loss events
and reduce allocations to peak hurricane risk zones, on account of
their view that the 2024 hurricane season was likely to see above
average hurricane activity. While it is early days, initial
information suggests the fund will have weathered these events
well.
The event-driven fund Global Event
Partners gained 1.9% over the six-month period and is up 7.3% over
the year. Trend-driven CTA funds had a more difficult time, with
Schroder GAIA BlueTrend being down 11.1% and GAM Core Macro falling
6.7%. During the quarter a review of these funds was completed,
with the GAM fund being sold at the end of the quarter and
BlueTrend being slightly reduced, while two new funds were added in
early October. Of the two macro trading funds, Hudson Bay gained
3.4%, while MKP Opportunity rose 0.4% during the first half of the
year, leaving them up 6.3% and 2.0%, respectively, over one
year.
Private Equity
One further commitment of $1.3m was
made during the first half of the year, to the Gryphon VI Top-Up
Co-Investment Fund, which is the latest offering from this high
quality US mid-market fund. Several of the private equity funds we
have committed to have begun to draw capital, although we expect
them to take several years until they are fully drawn. We believe
the funds we have committed to will form the basis of a high
quality group of funds in the private equity arena that will add
differentiated exposures to the portfolio. It takes several years
to build a private equity portfolio and it is important not to rush
to reach a target allocation and risk overcommitting. Private
equity investing requires a long-term mindset that we think sits
well with the portfolio's structure.
Global Equities
The portfolio rose 8.9% over the
first half, with the biggest contributors being Coats, Interactive
Brokers, and Bergman & Beving. The biggest detractors were
Subsea 7, EXOR and Orion.
As many markets reach or approach
all-time highs, it is easy to get caught up in the euphoria of
celebrating winners and counting gains. However, we remain
steadfast in our focus on absolute risk. Our primary concern is not
short-term market volatility but the permanent impairment of
capital. We constantly assess each individual position by asking,
"How much could we lose if we're wrong?" The potential sources of
impairment are many; from balance sheet write-downs to a permanent
loss of earnings power, or paying too high a price. While we
believe we own high-quality businesses, the latter risk is
currently of greatest concern, especially after the portfolio has
appreciated nearly 50% over the past two years.
A case in point is our
second-largest holding, the Spanish insurer GCO. This company
offers traditional property and casualty insurance to Spanish
households, as well as credit insurance to global businesses. Over
the past 30 years, GCO has consistently delivered an average Return
on Equity (ROE) of 15%, translating into a 30-fold increase in book
value per share. Though its ROE has dipped to 12% over the past
decade, we believe the return to higher interest rates could push
it back into the teens. The book value is €46 per share, providing
a solid backstop in a worst-case scenario. Included in this figure
is €1.2bn of cash in excess of regulatory requirements, which
reflects the company's conservatism but also gives room for
shareholder returns or potential acquisitions. Trading at €38 per
share, or 0.8x book value, we have a margin of safety. If the stock
continues to trade at this multiple, we would still expect a 12%
annual growth in book value and a 3% dividend, implying a 15%
annual return. However, if the stock returns to more historically
normal valuations of 1.5x book, it could be worth €69, suggesting
it trades at just 55% of intrinsic value today. While a return to
pre-financial crisis multiples of 2-4x book is unlikely, with
downside risk limited, the outcomes to the upside range from good
to excellent.
Our focus on downside protection has
its trade-offs. In euphoric markets like those in 2020 and 2021, we
likely won't keep pace with broader indices. But when the reckoning
comes, as it did in 2022, the portfolio showed resilience and
gained significantly. We believe the key to long-term compounding
is avoiding deep drawdowns-after all, a 50% fall requires a 100%
gain just to break even. This is why we always look down before we
look up.
During the first half we added to
our positions in Eurowag and Orion and reduced our positions in
EXOR, Bergman & Beving and Interactive Brokers.
Ocean Wilsons Holdings
As the largest integrated provider
of port and maritime logistics in Brazil, the Ocean Wilsons'
subsidiary, Wilson Sons, has a strong competitive position. It is
the leading provider of towage services in Brazil with the largest
and most modern fleet, as well as operating major container
terminals in the north and south of the country: Salvador and Rio
Grande. The company is benefiting from the continuing recovery in
global trade as well as a rebounding demand for its offshore
energy-linked services, which should provide the basis for improved
performance of the firm's assets.
Wilson Sons continues to delivery
exceptionally strong growth and operational excellence, as shown in
its results for the second quarter of 2024 (released in August
2024), which built on strong performances in the first quarter and
in 2023. Revenue for the first six months of 2024 reached an
all-time high as it increased 14.7% compared to the same period in
the prior year, while earnings (EBITDA) were 12.0% higher.
Performance this year has been boosted by especially strong growth
in container terminals, where earnings surged 47.4% driven by
robust growth in transshipment and gateway volumes, higher revenues
from ancillary services and fixed cost dilution. Both terminals
produced excellent results, with aggregate volumes up 24.7%. In May
2024, Rio Grande launched a new deep-sea route and feeder solution
for cargo from Argentina, Uruguay and southern Brazil, further
enhancing its position as a key hub port on South America's east
coast. In July 2024, Salvador received Brazil's first regular call
by a New Panamax vessel, establishing a direct link to Asian
markets and positioning the terminal to handle significant volumes
from Brazil's northern and northeastern regions. There continues to
be evidence of improved demand for offshore energy-related
services, with offshore support vessel earnings up 6.6% and number
of operating days 5.9% higher. In September 2024 the fleet welcomed
WS Onix, the sixth and final tugboat in the 2513 class, boasting
90-tonnes of bollard pull, which has started operations at the Port
of Santos.
The investment portfolio shares many
characteristics with the portfolio held directly within Hansa
Investment Company, with a preference for funds with clearly
defined strategies run by managers with skin in the game. The most
recent valuation for the investment portfolio was $319.6m as at the
end of June 2024, down slightly from $322.8m as at the end of March
2024, but up from $310.9m at the end of December 2023. For the
first six months of 2024, performance of 3.9% was driven by the
strong performance of the public asset portfolio, including
directional hedge funds, as well as good returns in the defensive
portfolio, particularly when compared to government bonds.
Positioning in the US market and the technology sector continued to
be significant contributors as many names benefited from the surge
in investor interest in AI. Private markets have lagged behind
public markets more recently, but there was noticeably strong
performance from financials specialist Reverence Capital Partners
Opportunities Fund V and healthcare specialist OrbiMed Private
Investment IX, which both saw material valuation increases. Some of
the largest private equity positions include venture capital funds
of funds managed by Stepstone, and US buyout and growth funds
managed by KKR, Silver Lake and TA Associates. The annual dividend
payment to shareholders was made on 14 June 2024, when the board of
Ocean Wilsons Holdings increased it from 70 cents to 85 cents per
share.
Following the strategic review
initiated in June 2023, it was announced on 21 October 2024 that
Ocean Wilsons has agreed to sell its 56.47% interest in Wilson Sons
to a subsidiary of MSC Mediterranean Shipping Company. The sale is
for a cash consideration of R$4.352bn (equivalent to R$17.50 per
share). The transaction is conditional on regulatory clearances and
is expected to complete during the second half of 2025. At the
current exchange rate, the purchase price is equivalent to US$768m.
There will be Brazilian withholding tax payable and the Company
expects that after costs and taxes it will realise net cash
proceeds of at least US$593m. The Board has stated that a
meaningful proportion of these proceeds will be returned to
shareholders, and it is currently reviewing options with respect to
the remainder, which could include reinvesting some or all of the
remainder into Ocean Wilsons (Investments) Limited.
The Portfolio
As at 30 September 2024
Investments
|
Price
date
|
Dealing
frequency
|
Fair value
£000
|
% of net
assets
|
Core Regional / Thematic Funds
|
|
|
|
|
iShares Core S&P 500 UCITS
ETF
|
30 Sep 24
|
Daily
|
35,264
|
7.6
|
Findlay Park American
Fund
|
27 Sep 24
|
Daily
|
31,038
|
6.7
|
Select Equity Offshore
Ltd
|
20 Sep 24
|
Monthly
|
21,142
|
4.5
|
BlackRock Strategic Equity Hedge
Fund
|
27 Sep 24
|
Monthly
|
17,236
|
3.7
|
Schroder ISF Asian Total
Return
|
30 Sep 24
|
Daily
|
12,276
|
2.6
|
Pershing Square Holdings
Ltd
|
30 Sep 24
|
Daily
|
11,699
|
2.5
|
Polar Capital Fund - Global
Technology
|
27 Sep 24
|
Daily
|
10,114
|
2.2
|
BA Beutel Goodman US Value
Fund
|
27 Sep 24
|
Daily
|
9,338
|
2.0
|
Schroder ISF Global
Recovery
|
30 Sep 24
|
Daily
|
9,077
|
1.9
|
Polar Capital Global Insurance
Fund
|
27 Sep 24
|
Daily
|
8,886
|
1.9
|
iShares Core MSCI Europe UCITS
ETF
|
30 Sep 24
|
Daily
|
7,384
|
1.6
|
Armistice Capital Offshore Fund
Ltd
|
31 Aug 24
|
Quarterly
|
6,760
|
1.4
|
Helikon Long Short Equity Fund
ICAV
|
20 Sep 24
|
Monthly
|
6,080
|
1.3
|
Simplex Value Up Trust
|
31 Aug 24
|
Monthly
|
6,040
|
1.3
|
Indus Japan Long Only
Fund
|
27 Sep 24
|
Monthly
|
5,491
|
1.2
|
iShares Expanded Tech Sector
ETF
|
30 Sep 24
|
Daily
|
5,445
|
1.2
|
Redwheel Next Generation Emerging
Markets Equity Fund
|
27 Sep 24
|
Daily
|
4,853
|
1.0
|
iShares Core EM IMI UCITS
ETF
|
30 Sep 24
|
Daily
|
4,695
|
1.0
|
RA Capital International Healthcare
Fund
|
01 Sep 24
|
Quarterly
|
4,561
|
1.0
|
NTAsian Discovery Fund
|
30 Sep 24
|
Monthly
|
4,456
|
1.0
|
BlackRock Frontiers Investment Trust
PLC
|
30 Sep 24
|
Daily
|
3,876
|
0.8
|
Worldwide Healthcare Trust
PLC
|
30 Sep 24
|
Daily
|
3,357
|
0.7
|
Arcus Japan Fund
|
30 Sep 24
|
Daily
|
2,940
|
0.6
|
Alma Eikoh Japan Large Cap Equity
Fund
|
30 Sep 24
|
Daily
|
2,889
|
0.6
|
|
|
|
234,894
|
50.4
|
|
|
|
|
|
Strategic
|
|
|
|
|
Ocean Wilsons Holdings
Limited1
|
30 Sep 24
|
Illiquid
|
137,018
|
29.4
|
Wilson Sons
|
-
|
-
|
97,164
|
20.8
|
Ocean Wilsons (Investments) Limited
|
-
|
-
|
39,854
|
8.5
|
|
|
|
137,018
|
29.4
|
|
|
|
|
|
Diversifying
|
|
|
|
|
Global Event Partners Ltd
|
27 Sep 24
|
Quarterly
|
8,429
|
1.8
|
DV4 Ltd2
|
31 Mar 24
|
Fixed Life
|
7,559
|
1.6
|
Selwood AM - Liquid Credit
Strategy
|
31 Aug 24
|
Monthly
|
4,069
|
0.9
|
MKP Opportunity Offshore
Ltd
|
30 Sep 24
|
Monthly
|
3,340
|
0.7
|
Nephila Iron Catastrophe Fund
Ltd
|
31 Aug 24
|
Half yearly
|
3,215
|
0.7
|
GAM Systematic Core Macro (Cayman)
Fund
|
31 Aug 24
|
Daily
|
3,136
|
0.7
|
Schroder GAIA BlueTrend
|
27 Sep 24
|
Daily
|
2,913
|
0.6
|
Apollo Total Return Fund
|
31 Aug 24
|
Quarterly
|
2,721
|
0.6
|
Prana Absolute Return
Fund
|
27 Sep 24
|
Quarterly
|
2,030
|
0.4
|
BioPharma Credit PLC
|
30 Sep 24
|
Daily
|
1,711
|
0.4
|
Vanguard US Government Bond Index
Fund
|
27 Sep 24
|
Daily
|
1,565
|
0.3
|
Hudson Bay International Fund
Ltd
|
20 Sep 24
|
Quarterly
|
1,398
|
0.3
|
CQS Credit Multi Asset
Fund
|
31 Aug 24
|
Monthly
|
1,375
|
0.3
|
Lazard Convertible Global
|
27 Sep 24
|
Daily
|
717
|
0.2
|
|
|
|
44,178
|
9.5
|
|
|
|
|
|
Global Equities (direct)
|
|
|
|
|
Interactive Brokers Group
Inc
|
30 Sep 24
|
Daily
|
7,169
|
1.5
|
Grupo Catalana Occidente
SA
|
30 Sep 24
|
Daily
|
5,146
|
1.1
|
Arch Capital Group
|
30 Sep 24
|
Daily
|
4,442
|
1.0
|
Subsea 7
|
30 Sep 24
|
Daily
|
4,413
|
0.9
|
Bergman & Beving
|
30 Sep 24
|
Daily
|
4,230
|
0.9
|
Coats Group PLC
|
30 Sep 24
|
Daily
|
3,432
|
0.7
|
Orion SA
|
30 Sep 24
|
Daily
|
3,081
|
0.7
|
EXOR NV
|
30 Sep 24
|
Daily
|
2,359
|
0.5
|
Eurowag
|
30 Sep 24
|
Daily
|
2,184
|
0.5
|
CK Hutchison
|
30 Sep 24
|
Daily
|
1,829
|
0.4
|
Glencore PLC
|
30 Sep 24
|
Daily
|
1,689
|
0.4
|
CTT Correios de Portugal
|
30 Sep 24
|
Daily
|
1,607
|
0.3
|
|
|
|
41,580
|
8.9
|
|
|
|
|
|
Private Assets2
|
|
|
|
|
Khosla Ventures VIII LP
|
30 Aug 24
|
Fixed life
|
328
|
0.0
|
BPEA EQT Mid-Market Growth
Partnership
|
30 Jun 24
|
Fixed life
|
89
|
0.0
|
GGV Discover IV-US
|
02 Jul 24
|
Fixed life
|
54
|
0.0
|
TrueBridge Direct Fund III
L.P
|
05 Aug 24
|
Fixed life
|
36
|
0.0
|
TrueBridge Capital Partners Fund
VIII L.P
|
30 Sep 24
|
Fixed life
|
99
|
0.0
|
|
|
|
606
|
0.1
|
|
|
|
|
|
Total investments
|
|
|
458,276
|
98.3
|
Net current assets
|
|
|
7,967
|
1.7
|
Net assets
|
|
|
466,243
|
100.0
|
1 Hansa Investment Company Ltd owns 9,352,770 shares in Ocean
Wilsons Holdings Limited (OWHL). In order to better reflect Hansa
Investment Company's exposure to different market silos, the two
subsidiaries of OWHL, Wilson Sons and Ocean Wilsons (Investments)
Limited (OWIL), are shown separately above. The fair value of the
Company's holding in OWHL has been apportioned across the two
subsidiaries in the ratio of the latest reported NAV of OWIL, that
being the NAV of OWIL shown per the 30 June 2024 OWHL quarterly
update, to the market value of OWHL's holding in Wilson Sons, that
being the bid share price of Wilson Sons multiplied by the number
of shares held by OWHL at 30 September 2024.
2 The holdings within the private assets silo are unlisted
Private Equity holdings. Further, DV4 Ltd is an evergreen private
investment structure but is considered part of the Diversifying
silo. For both, their values are estimated and disclosed as Level 3
Assets in the Annual Financial Statements.
Half-Year Management
Report
The Directors present their Report
and Condensed Financial Statements for the period to 30 September
2024.
The
Board's objectives
The Board's primary objective is to
achieve growth of shareholders' value over the medium to long term
by investing in a diversified and multi-strategy
portfolio.
The
Board
Your Board consists of the following
persons, each of whom brings certain individual and complementary
skills and experience to the Board's workings:
Jonathan Davie (Chairman of the
Board and Management Engagement Committee); Richard Lightowler
(Chairman of the Audit Committee); Simona Heidempergher (Chairman
of the Nomination Committee and Chairman of the Remuneration
Committee); and William Salomon. The Board is advanced in the
process of appointing a new director to the Board and, at the time
of writing, hope to announce the successful candidate
soon.
Individual profiles for each member
of the Board can be found in the Company's Annual Report each year.
These can also be found on our website, together with summaries of
each of the Governance Committees of the Board.
Business Review for the period to 30 September
2024
The Business Review includes a
discussion of important events which occurred within the period to
30 September 2024 and is covered in the Chairman's Report and the
Portfolio Manager's Report.
Hansa Investment Company Limited
(HICL, "the Company") is a Bermudan company formed in June 2019 to
take on the business of Hansa Trust Ltd ("Hansa Trust") which
transferred to it in August 2019. As a company, HICL has
approximately five years of direct financial history. Therefore,
when discussing the medium and longer-term financial performance of
the Company and its portfolio, the Board will continue to
incorporate the financial performance from Hansa Trust, as well as
HICL where relevant.
Principal risks for the financial year to 31 March
2025
The key risks and uncertainties
relating to the period ended 30 September 2024 and for the year
ending 31 March 2025 are materially the same as those reported in
the Annual Report for the Company for the year ended 31 March 2024.
The principal risks and uncertainties identified are:
External
Market risk - long-term company
share performance
Performance risk, share price,
liquidity and discount monitoring
Tax, accounting, legal and
regulatory risks
Reputational risk
Internal
Operational risk
Gearing/balance sheet
risk
Going Concern basis of accounting for the period to 30
September 2025
The Directors consider it
appropriate to adopt the going concern basis of accounting in
preparing these Half-Year Financial Statements. The Directors do
not know of any material uncertainties to the Company's ability to
continue to adopt this approach over a period of at least 12 months
from the date of approval of these Financial Statements.
The Directors will include a
Long-Term Viability Statement in each Annual Report.
Related party transactions
During the period, Hansa Capital
Partners LLP charged portfolio management fees and administrative
services fees to the Company, amounting to £1,702,000 excluding VAT
(six months to 30 September 2023: £1,497,000; year to 31 March
2024: £3,065,000). Amounts outstanding at 30 September 2024 were
£280,000 (30 September 2023: £248,000; 31 March 2024:
£285,000).
The
Board's responsibilities
The Board is charged by the
shareholders with responsibility for oversight of the affairs of
the Company. It involves the stewardship of the Company's assets
and liabilities and the pursuit of growth of shareholder value.
These responsibilities remain unchanged from those detailed in the
last Annual Report.
The Directors confirm to the best of
their knowledge that:
The condensed set of Financial
Statements contained within the Half-Year Financial Report have
been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting' and on a going concern
basis.
This Half-Year Management Report
includes a fair review of the information required by 4.2.7R and
4.2.8R of the FCA's Disclosure and Transparency Rules.
The above Half-Year Management
Report, including the Statement of the Board's Responsibilities,
was approved by the Board on 22 November 2024 and was signed on its
behalf by:
Jonathan Davie
Chairman
22 November 2024
Financial Statements
Income Statement
For the six months ended 30
September 2024
|
|
(Unaudited)
Six months ended
30 September 2024
|
(Unaudited)
Six months ended
30 September 2023
|
(Audited)
Year ended
31 March 2023
|
|
|
Revenue
£000
|
Capital
£000
|
Total
£000
|
Revenue
£000
|
Capital
£000
|
Total
£000
|
Revenue
£000
|
Capital
£000
|
Total
£000
|
Gains on investments held at fair
value through profit or loss
|
|
-
|
8,828
|
8,828
|
-
|
12,324
|
12,324
|
-
|
88,760
|
88,760
|
Foreign Exchange
gains/(losses)
|
|
-
|
201
|
201
|
-
|
(335)
|
(335)
|
-
|
(492)
|
(492)
|
Investment income
|
|
7,145
|
-
|
7,145
|
6,186
|
-
|
6,186
|
7,780
|
-
|
7,780
|
|
|
7,145
|
9,029
|
16,174
|
6,186
|
11,989
|
18,175
|
7,780
|
88,268
|
96,048
|
Portfolio management fees
|
|
(1,644)
|
-
|
(1,644)
|
(1,439)
|
-
|
(1,439)
|
(2,950)
|
-
|
(2,950)
|
Other expenses
|
|
(914)
|
-
|
(914)
|
(900)
|
-
|
(900)
|
(1,676)
|
-
|
(1,676)
|
|
|
(2,558)
|
-
|
(2,558)
|
(2,339)
|
-
|
(2,339)
|
(4,626)
|
-
|
(4,626)
|
Income before finance
costs
|
|
4,587
|
9,029
|
13,616
|
3,847
|
11,989
|
15,836
|
3,154
|
88,268
|
91,422
|
Finance costs
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Income for the period
|
|
4,587
|
9,029
|
13,616
|
3,847
|
11,989
|
15,836
|
3,154
|
88,268
|
91,422
|
Return per Ordinary and 'A'
non-voting Ordinary share
|
3.8p
|
7.5p
|
11.3p
|
3.2p
|
10.0p
|
13.2p
|
2.6p
|
73.6p
|
76.2p
|
The Company does not have any income
or expense not included in the above Statement. Accordingly, the
"Income/(losses) for the Year" is also the "Total Comprehensive
Income/(expense) for the Year", as defined in IAS 1 (revised) and
no separate Statement of Comprehensive Income has been
presented.
The total column of this Statement
represents the Income Statement, prepared in accordance with IFRS
Accounting Standards ("IFRS").
All revenue and capital items in the
above Statement derive from continuing operations.
The accompanying notes below are an
integral part of this Statement.
Balance Sheet
As at 30 September 2024
|
|
(Unaudited)
30 September 2024
£000
|
(Unaudited)
30 September 2023
£000
|
(Audited)
Year ended
31 March 2024
£000
|
Non-current assets
|
|
|
|
|
Investments held at fair value
through profit or loss
|
|
458,276
|
369,881
|
449,153
|
|
|
458,276
|
369,881
|
449,153
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
4,749
|
5,615
|
1,463
|
Cash and cash equivalents
|
|
3,716
|
5,845
|
4,352
|
|
|
8,465
|
11,460
|
5,815
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(498)
|
(460)
|
(421)
|
Net current assets
|
|
7,967
|
11,000
|
5,394
|
Net assets
|
|
466,243
|
380,881
|
454,547
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
Called up share capital
|
|
1,200
|
1,200
|
1,200
|
Contributed surplus
|
|
322,839
|
322,839
|
322,839
|
Retained earnings
|
|
142,204
|
56,842
|
130,508
|
Total equity shareholders'
funds
|
|
466,243
|
380,881
|
454,547
|
Net asset value per Ordinary and 'A'
non-voting Ordinary share
|
|
388.5p
|
317.4p
|
378.8p
|
The accompanying notes below are an
integral part of this Statement.
Statement of Changes in
Equity
For the six months ended 30
September 2024 (unaudited)
|
|
Share
capital
£000
|
Contributed
surplus
reserve
£000
|
Retained
earnings
£000
|
Total
£000
|
Net assets at 1 April
2024
|
|
1,200
|
322,839
|
130,508
|
454,547
|
Profit for the period
|
|
-
|
-
|
13,616
|
13,616
|
Dividends
|
|
-
|
-
|
(1,920)
|
(1,920)
|
Net assets at 30 September
2024
|
|
1,200
|
322,839
|
142,204
|
466,243
|
For the six months ended 30
September 2023 (unaudited)
|
|
Share
capital
£000
|
Contributed
surplus
reserve
£000
|
Retained
earnings
£000
|
Total
£000
|
Net assets at 1 April
2023
|
|
1,200
|
323,799
|
41,966
|
366,965
|
Loss for the period
|
|
-
|
-
|
15,836
|
15,836
|
Dividends
|
|
-
|
(960)
|
(960)
|
(1,920)
|
Net assets at 30 September
2023
|
|
1,200
|
322,839
|
56,842
|
380,881
|
For the year ended 31 March 2024
(audited)
|
|
Share
capital
£000
|
Contributed
surplus
reserve
£000
|
Retained
earnings
£000
|
Total
£000
|
Net assets at 1 April
2023
|
|
1,200
|
323,799
|
41,966
|
366,965
|
Loss for the year
|
|
-
|
-
|
91,422
|
91,422
|
Dividends
|
|
-
|
(960)
|
(2,880)
|
(3,840)
|
Net assets at 31 March
2024
|
|
1,200
|
322,839
|
130,508
|
454,547
|
The accompanying notes below are an
integral part of this Statement.
Cash Flow Statement
For the six months ended 30
September 2024
|
|
(Unaudited)
Six months ended
30 September
2024
£000
|
(Unaudited)
Six months
ended
30 September
2023
£000
|
(Audited)
Year ended
31 March
2024
£000
|
Cash flows from operating
activities
|
|
|
|
|
Income/(loss)*
|
|
13,616
|
15,836
|
91,422
|
Adjustments for:
|
|
|
|
|
Realised gains on
investments
|
|
(4,329)
|
(1,369)
|
(6,228)
|
Unrealised (gains)/losses on
investments
|
|
(4,499)
|
(10,955)
|
(82,532)
|
Foreign exchange
|
|
(201)
|
335
|
492
|
Increase in trade and other
receivables
|
|
(3,286)
|
(5,487)
|
(1,335)
|
Increase in trade and other
payables
|
|
77
|
48
|
9
|
Purchase of non-current
investments
|
|
(25,170)
|
(40,892)
|
(69,313)
|
Sale of non-current
investments
|
|
24,876
|
36,597
|
62,182
|
Net cash (outflow)/inflow from
operating activities
|
|
1,084
|
(5,887)
|
(5,303)
|
Cash flows from financing
activities
|
|
|
|
|
Dividends paid
|
|
(1,920)
|
(1,920)
|
(3,840)
|
Net cash outflow from financing
activities
|
|
(1,920)
|
(1,920)
|
(3,840)
|
Decrease in cash and cash
equivalents
|
|
(837)
|
(7,807)
|
(9,143)
|
Cash and cash equivalents at start
of financial period
|
|
4,352
|
13,987
|
13,987
|
Effect of foreign exchange rate
changes
|
|
201
|
(335)
|
(492)
|
Cash and cash equivalents at end of
period
|
|
3,716
|
5,845
|
4,352
|
*
Includes dividends received of £6,981,000 (30 September 2023:
£5,981,000; 2024: £7,602,000) and interest received of £nil
(30 September 2023: £nil; 2024: £nil).
The accompanying notes below are an
integral part of this Statement.
Notes to the Financial
Statements
1
Accounting policies
Hansa Investment Company Limited is
a company limited by shares, registered and domiciled in Bermuda
with its registered office shown further on. The principal activity
of the Company is an investment vehicle.
(a)
Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with IFRS Accounting Standards ("IFRS"). IFRS means
standards and interpretations issued (or adopted) by the
International Accounting Standards Board (they comprise:
International Reporting Standards, International Accounting
Standards (IAS) and Interpretations developed by the IFRS
Interpretations Committee or the former Standing Interpretations
Committee (SIC)).
These Financial Statements are presented in sterling because that
is the currency of the primary economic environment in which the
Company operates.
The Financial Statements have been prepared on a going concern
basis under the historic cost convention, modified by financial
assets held at fair value through profit or loss with the assertion
of the Board further on in the report. The Financial Statements
have also been prepared in accordance with the AIC Statement of
Recommended Practice (SORP) for investment trusts, issued by the
AIC in July 2022, to the extent that the SORP does not conflict
with IFRS. The material accounting policy information adopted is
set out below.
(b)
Presentation of Income Statement
In order to better reflect the activities of an investment company
and in accordance with guidance issued by the AIC, supplementary
information which analyses the Income Statement between items of a
revenue and capital nature, has been presented alongside the Income
Statement.
(c)
Non-current investments
As the Company's business is investing in financial assets, with a
view to profiting from their total return in the form of income
received and increases in fair value, investments are classified at
fair value through profit in accordance with IFRS 9. The Company
manages and evaluates the performance of these investments on a
fair value basis, in accordance with its investment strategy and
information about the investments is provided on this basis to the
Board of Directors.
Investments are recognised and de-recognised on the trade date. For
listed investments fair value is deemed to be bid market prices, or
closing prices for SETS stocks sourced from the London Stock
Exchange. SETS is the London Stock Exchange's electronic trading
service, covering most of the market including all FTSE 100
constituents and most liquid FTSE 250 constituents, along with some
other securities.
Fund investments are stated at fair value through profit or loss as
determined by using the most recent available valuation which
is considered to be fair value at the Balance Sheet date. In some
cases, this will be by reference to the most recent valuation
statement supplied by the fund's manager. In other cases, values
may be available through the fund being listed on an exchange or
via pricing sources such as Bloomberg.
Private equity investments are stated at fair value through profit
or loss in accordance with the International Private Equity and
Venture Capital Valuation Guidelines. Private equity investments
are carried at the fair value as reported by the Private Equity
Fund Manager (PEFM). In the absence of a valuation by the PEFM at
the balance sheet date, additional procedures to determine the
reasonableness of the fair value estimate for inclusion in the
Financial Statements are performed. These may include direct
enquiries of the PEFM of the investment to understand, amongst
others, valuation process and techniques used, external experts
used in the valuation process and updated details of the underlying
portfolio. In addition, the Company can obtain external independent
valuation data and benchmarks to validate fair value estimates.
Further, recent arms-length market transactions between
knowledgeable and willing parties where available might also be
considered. Subsequent to the balance sheet date, the
Administrator, will review subsequent valuations released by the
Private Equity fund to look for consistency with the estimations
made as described above.
Unrealised gains and losses, arising from changes in fair value,
are included in net profit or loss for the period as a capital item
in the Income Statement and are ultimately recognised in the
Capital Reserves.
(d)
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, short-term
deposits and cash funds with an original maturity of three months
or less and are subject to an insignificant risk of changes in
capital value.
(e)
Investment Income and return of capital
Dividends receivable on equity shares are recognised on the
ex-dividend date. Where no ex-dividend date is quoted, dividends
are recognised when the Company's right to receive payment is
established. Dividends and Real Estate Investment Trusts' (REIT)
income are all stated net of withholding tax. In many cases,
Bermudan companies cannot recover foreign incurred taxes withheld
on dividends and capital transactions. As a result, any such taxes
incurred will be charged as an expense and included
here.
When an investee company returns capital to the Company, the amount
received is treated as a reduction in the book cost of that
investment and is classified as sale proceeds.
(f)
Expenses
All expenses are accounted for on an accruals basis. Expenses are
charged through the revenue column of the Income Statement
except expenses which are incidental to the acquisition or disposal
of an investment which are charged to the capital column of the
Income Statement.
(g)
Taxation
Under Bermuda law, to the extent the Company remains out of scope
of the Corporate Income Tax Act 2023 (the "CIT Act"), the Company
is not required to pay taxes in Bermuda on either income or capital
gains.
Bermuda enacted the CIT Act on 27 December 2023. Entities subject
to tax under the CIT Act are the Bermuda constituent entities of
multi-national groups. A multi-national group is defined under the
CIT Act as a group with entities in more than one jurisdiction with
consolidated revenues of at least EUR750mm for two out of the four
previous fiscal years. If Bermuda constituent entities of a
multi-national group are subject to tax under the CIT Act, such tax
is charged at a rate of 15 per cent of the net taxable income of
such constituent entities as determined in accordance with and
subject to the adjustments set out in the CIT Act (including in
respect of foreign tax credits applicable to the Bermuda
constituent entities).
Consolidated revenues of the Company's group are less than EUR750mm
in each previous fiscal year. On this basis, the Company is not,
and neither is it expected to be, in scope of the CIT Act
regime.
(h)
Foreign Currencies
Transactions denominated in foreign currencies are recorded in the
local currency, at the actual exchange rates as at the date of the
transaction. Assets and liabilities denominated in foreign
currencies at the balance sheet date are reported at the rate of
exchange prevailing at the balance sheet date. Any gains or losses
arising from a change in exchange rates, subsequent to the date of
the transaction, are included as exchange gains or losses in the
capital or revenue column of the Income Statement, depending on
whether the gains or losses are of a capital or revenue nature
respectively.
(i)
Retained Earnings
Contributed Surplus
The following are credited or charged to this reserve via the
capital column of the Income Statement:
gains and losses on the disposal of
investments;
exchange differences of a capital
nature;
expenses charged to the capital
column of the Income Statement in accordance with the above
accounting policies; and
increases and decreases in the
valuation of investments held at the balance sheet date.
Revenue Reserves
The following are credited or charged to this reserve via the
revenue column of the Income Statement:
net revenue recognised in the
revenue column of the Income Statement.
Under Bermuda Company Law, Retained Earnings and Contributed
Surplus Reserve are both distributable.
(j)
Significant Judgements and Estimates
The key significant estimate to report, concerns the Company's
valuation of its holding in DV4 Ltd. DV4 is valued using the most
recent estimated NAV as advised to the Company by DV4, adjusted for
any further drawdowns, distributions or redemptions between the
valuation date and 30 September 2024. The most recent valuation
statement was received on 23 August 2024, stating the value of the
Company's holding as at 31 March 2024. In the absence of a
valuation for 30 September 2024 from DV4, the Company performed
additional procedures to determine the reasonableness of the fair
value estimate for inclusion in the Financial Statements. Direct
enquiries of the manager of DV4 were made in July 2020 to
understand, amongst others, valuation process and techniques used,
external experts used in the valuation process and updated details
of underlying property portfolio. It has been confirmed with DV4's
manager that the valuation procedures discussed in July 2020 are
still the same used now. In addition, the Company has compared the
historic valuation movements of DV4 to the FTSE350 Real Estate
Index. Based on the information obtained and additional analysis
performed, the Company is satisfied that DV4 is carried in these
Financial Statements at an amount that represents its best estimate
of fair value at 30 September 2024. It is believed the value of DV4
as at 30 September 2024 will not be materially different, but this
valuation is based on historic valuations by DV4, does not have a
readily available third party comparator and, as such, is an
estimate. There are no significant judgements.
(k)
Adoption of new and revised standards
At the date of authorisation of these Financial Statements there
were no standards and amendments to standards, which have not been
applied in these Financial Statements.
In the current financial period the Company has applied the
following amendments to standards:
Amendments to IAS1 'Classification
of liabilities as current or non-current' (effective for accounting
periods beginning on or after 1 January 2024).
Amendments to IAS1 'Classification
of liabilities with covenants' (effective for accounting periods
beginning on or after 1 January 2024
There is no material impact on the Financial Statements or the
amounts reported from the adoption of these amendments to the
standards.
Relevant International Accounting Standards that have yet to be
adopted:
There are no relevant
international accounting standards that are yet to be
adopted.
(l)
Operating Segments
The Company considers it has one operating segment for the purposes
of IFRS 8.
2
Income
|
(Unaudited)
Six months ended
30 September
2024
£000
|
(Unaudited)
Six months
ended
30 September
2023
£000
|
(Audited)
Year ended
31 March
2024
£000
|
Income from investments
|
|
|
|
Dividends
|
7,145
|
6,186
|
7,780
|
Total income
|
7,145
|
6,186
|
7,780
|
Note: Of the dividend income
received during the financial period, £6.2m was received from the
Company's Strategic Holding in OWHL by way of a dividend received
on 14 June 2024. The remainder was received from holdings within
the Global Equity (direct) & Core Regional silos.
3
Dividends paid
|
(Unaudited)
Six months ended
30 September
2024
£000
|
(Unaudited)
Six months
ended
30 September
2023
£000
|
(Audited)
Year ended
31 March
2024
£000
|
|
|
|
|
Fourth interim dividend for
2023-2024, paid 25 May 2024: 0.8p (2023: 0.8p)
|
960
|
960
|
960
|
First interim dividend for
2024-2025, paid 30 August 2024: 0.8p (2024: 0.8p)
|
960
|
960
|
960
|
Second interim dividend for
2023-2024, paid 24 November 2023: 0.8p
|
-
|
-
|
960
|
Third interim dividend for
2023-2024, paid 23 February 2024: 0.8p
|
-
|
-
|
960
|
Total income
|
1,920
|
1,920
|
3,840
|
Where there has been no revenue
available for distribution by way of dividend for the year,
dividends have been paid from contributed surplus which is
permitted by Bermudan company law.
Note: The second interim dividend
payable for the period ended 31 March 2025 was announced on 08
October 2024. The payment totalling 0.8p per share
(£0.96 million) was paid on 29 November 2024.
4
Return per shares
The returns stated below are based
on 120,000,000 shares, being the weighted average number of shares
in issue during the period.
|
Revenue
|
Capital
|
Total
|
|
£000
|
Pence
per share
|
£000
|
Pence
per share
|
£000
|
Pence
per share
|
Six months ended 30 September 2024
(Unaudited)
|
4,587
|
3.8p
|
9,029
|
7.5p
|
13,616
|
11.3p
|
Six months ended 30 September 2023
(Unaudited)
|
3,847
|
3.2p
|
11,989
|
10.0p
|
15,836
|
13.2p
|
Year ended 31 March 2024
(Audited)
|
3,154
|
2.6p
|
88,268
|
73.6p
|
91,422
|
76.2p
|
5
Financial information
The financial information for the
six months ended 30 September 2024 was approved by a committee of
the Board of Directors on
22 November 2024.
6
Net asset value per share
The NAV per share is based on the
net assets attributable to equity shareholders of £466,278,000 (30
September 2023: £380,881,000; 31 March 2024 £454,547,000) and on
120,000,000 shares being the number of shares in issue at the
period ends.
7
Outstanding commitments and contingencies
The Company has the following
outstanding commitments as at 30 September 2024 (30 September 2023:
£6.7m; 31 March 2024: £8.3m).
Fund
|
Commitment in local
currency
|
Converted to GBP
|
BPEA EQT Mid-Market Growth
Partnership
|
$1,774,644
|
£1,323,077
|
GGV Discovery IV - US
|
$528,000
|
£393,648
|
GGV Discovery IV - Asia
|
$600,000
|
£447,327
|
Gryphon VI Top-Up Co-Investment
Fund
|
$1,300,000
|
£969,209
|
Khosla Ventures VIII L.P
|
$738,000
|
£550,212
|
TA Associates XV-B L.P
|
$3,600,000
|
£2,683,963
|
Triton VI SCSP
|
€1,740,000
|
£1,447,708
|
TrueBridge Direct Fund III
L.P
|
$157,500
|
£117,423
|
TrueBridge Capital Partners Fund
VIII L.P
|
$837,000
|
£624,021
|
Total
|
|
£8,556,588
|
8
Principal risks and uncertainties
The principal financial and related
risks faced by the Company fall into the following broad categories
- External and Internal. External risks to shareholders and to
their returns are those that can severely influence the investment
environment within which the Company operates: including government
policies, taxation, economic recession, declining corporate
profitability, rising inflation and interest rates and excessive
stock market speculation. Internal and operational risks to
shareholders and to their returns are: portfolio (stock and sector
selection and concentration), balance sheet (gearing) and/or
administrative mismanagement.
A review of the current period and
the outlook for the Company can be found in the Chairman's Report
and in the Portfolio Manager's Report.
Information on each of these areas
is given in the Strategic Report within the Annual Report for the
year ended 31 March 2024. In the view of the Board these principal
risks and uncertainties are applicable to the remaining six months
of the financial year as they were to the six months under
review.
9
Fair value hierarchy
IFRS 13 'Fair Value Measurement'
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 levels:
Level 1: quoted prices (unadjusted)
in active markets for identical assets or liabilities;
Level 2: inputs other than quoted
prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
Level 3: inputs for the asset or
liability not based on observable market data (unobservable
inputs).
The financial assets and liabilities
measured at fair value in the Statement of Financial Position are
grouped into the fair value hierarchy, as detailed
below:
30 September 2024
(unaudited)
|
Level 1
£000
|
Level 2
£000
|
Level 3
£000
|
Total
£000
|
Financial assets at fair value
through profit or loss
|
|
|
|
|
Quoted equities
|
199,241
|
-
|
-
|
199,241
|
Unquoted equities
|
-
|
-
|
8,165
|
8,165
|
Fund investments
|
52,788
|
198,082
|
-
|
250,870
|
Fair Value
|
252,029
|
198,082
|
8,165
|
458,276
|
30 September 2023
(unaudited)
|
Level 1
£000
|
Level 2
£000
|
Level 3
£000
|
Total
£000
|
Financial assets at fair value
through profit or loss
|
|
|
|
|
Quoted equities
|
144,308
|
-
|
-
|
144,308
|
Unquoted equities
|
-
|
-
|
7,778
|
7,778
|
Fund investments
|
39,461
|
178,334
|
-
|
217,795
|
Fair Value
|
183,769
|
178,334
|
7,778
|
369,881
|
31 March 2024 (audited)
|
Level 1
£000
|
Level 2
£000
|
Level 3
£000
|
Total
£000
|
Financial assets at fair value
through profit or loss
|
|
|
|
|
Quoted equities
|
192,221
|
-
|
-
|
192,221
|
Unquoted equities
|
-
|
-
|
8,040
|
8,040
|
Fund investments
|
42,692
|
206,200
|
-
|
248,892
|
Fair Value
|
234,913
|
206,200
|
8,040
|
449,153
|
There have been no transfers during
the period between levels.
The Company's policy is to recognise
transfers into and out of the different fair value hierarchy levels
at the date of the event or change in circumstances that caused the
transfer to occur.
A reconciliation of fair value
measurements in Level 3 is set out in the following
table:
|
(Unaudited)
30 September
2024
equity
investments
£000
|
(Unaudited)
30 September
2023
equity
investments
£000
|
(Audited)
31 March
2024
equity
investments
£000
|
Opening Balance
|
8,040
|
9,132
|
9,132
|
Purchase
|
919
|
-
|
367
|
Sale
|
-
|
-
|
(402)
|
Total (losses) or gains included in
gains on investments in the Income Statement:
|
|
|
|
on assets held at period
end
|
(794)
|
(1,354)
|
(1,057)
|
Closing Balance
|
8,165
|
7,778
|
8,040
|
As at 30 September 2024, the
investment in DV4 has been classified as Level 3. This is because
the investment has been valued using the most recent estimated NAV
as advised to the Company by DV4, adjusted for any further
drawdowns, distributions or redemptions between the valuation date
and 30 September 2024. The most recent valuation statement was
received on 23 August 2024 and relates to the DV4 portfolio at 31
March 2024. Additionally, the underlying assets of DV4 are all Real
Estate in nature and, as such, there is not a readily comparable
market of identical assets for valuation purposes. In the absence
of a valuation for 30 September 2024 from DV4, the Company
performed additional procedures to determine the reasonableness of
the fair value estimate for inclusion in the Financial Statements.
Direct enquiries of the manager of DV4 were made in July 2020 to
understand, amongst others, valuation process and techniques used,
external experts used in the valuation process and updated details
of underlying property portfolio. In addition, the Company has
obtained external independent valuation data and compared the
historic valuation movements of DV4 to that data. It has been
confirmed with DV4's manager that the valuation procedures
discussed in July 2020 are still the same used now. In addition,
the Company has compared the historic valuation movements of DV4 to
the FTSE350 Real Estate Index. Based on the information obtained
and additional analysis performed the Company is satisfied that DV4
is carried in these Financial Statements at an amount that
represents its best estimate of fair value at 30 September 2024. It
is believed the value of DV4 as at 30 September 2024 will not be
materially different, but this valuation is based on historic
valuations by DV4, does not have a readily available third party
comparator and, as such, is an estimate. If the value of the
investment was to increase or decrease by 10%, while all other
variables remained constant, the return and net assets attributable
to shareholders for the period ended 30 September 2024 would have
increased or decreased by £755,000 (2023: £778,000). The Board
considers 10% to be a potential movement between valuation periods
borne out by historic valuation trends. However, this does not
preclude the valuation moving a greater amount than 10% in the
future.
Investor Information
Company information
The Company currently manages its
affairs so as to be a qualifying investment company for ISA
purposes, for both the Ordinary and 'A' non-voting Ordinary shares.
It is the present intention that the Company will conduct its
affairs so as to continue to qualify for ISA products. In addition,
the Company currently conducts its affairs so shares issued by
Hansa Investment Company Limited can be recommended by independent
financial advisers to ordinary retail investors, in accordance with
the Financial Conduct Authority's ("FCA") rules in relation to
non-mainstream investment products and intends to continue to do so
for the foreseeable future. The shares are excluded from the FCA's
restrictions which apply to non-mainstream investment products,
because they are excluded securities as defined in the FCA Handbook
Glossary. Finally, Hansa Investment Company Limited is registered
as a Reporting Financial Institution with the US IRS for FATCA
purposes.
Capital structure
The Company has 40,000,000 Ordinary
shares of 1p each and 80,000,000 'A' non-voting Ordinary shares of
1p each in issue. The Ordinary shareholders are entitled to one
vote per Ordinary share held. The 'A' non-voting Ordinary shares do
not entitle the holders to vote or receive notice of meetings, but
in all other respects they have the same rights as the Company's
Ordinary shares.
Secretary and registered office
Conyers Corporate Services (Bermuda)
Limited
Clarendon House
2 Church Street PO Box
HM666
Hamilton HM CX Bermuda
Board of Directors
Jonathan Davie, Chairman
Simona Heidempergher
Richard Lightowler
William Salomon
Investor disclosure
AIFMD
Hansa Investment Company Limited's
AIFMD Investor Disclosure document can be found on its website. The
document is a regulatory requirement and summarises key features of
the Company for investors.
Packaged Retail and Insurance‑based Investment Products
("PRIIPs")
The Company's AIFM, Hanseatic Asset
Management LBG, is responsible for applying the product governance
rules defined under the MiFID II legislation on behalf of Hansa
Investment Company Limited. Therefore, the AIFM is deemed to be the
'Manufacturer' of Hansa Investment Company's two share classes.
Under MiFID II, the Manufacturer must make available Key
Information Documents (KIDs) for investors to review if they so
wish ahead of any purchase of the Company's shares.
Links to these documents can be
found on the Company's website: www.hansaicl.com.
Service providers
Independent Auditor
PricewaterhouseCoopers
LLP
Solicitors - Bermuda
Conyers Dill & Pearman
Limited
Solicitors - UK
Dentons UK and Middle East
LLP
Custodian
Banque Lombard Odier & Cie
SA
Stockbroker
Winterflood Investment
Trusts
Administrator
Apex Fund Administration Services
(UK) Ltd,
Alternative Investment Fund Manager
Hanseatic Asset Management
LBG
Financial calendar
Company year end
31 March
Annual Report sent to shareholders
June
Annual General Meeting
July/August
Shareholder presentation
September
Announcement of half-year results
November
Half-year Report released to shareholders
December
Interim dividend payments
August, November, February and
May
Share price listings
The price of your shares can be
found on our website. In addition, share price information for
Ordinary shares / 'A' non-voting Ordinary shares can be found via
the following codes:
ISIN
BMG428941162 /
BMG428941089
SEDOL
BKLFC18 / BKLFC07
Reuters
HAN.L / HANA.L
Bloomberg
HAN LN / HANA LN
TIDM
HAN / HANA
Legal Entity Identifier
213800RS2PWJXS2QDF66
Further information about Hansa
Investment Company Limited, including monthly fact sheets, Stock
Exchange announcements and shareholder presentations, can be found
on the Company's website: www.hansaicl.com
Please contact the Portfolio
Manager, as below, if you have any queries concerning the Company's
investments or performance.
Portfolio Manager and additional administrative services
provider
Hansa Capital Partners
LLP
50 Curzon Street
London
W1J 7UW
Telephone: +44 (0) 207 647
5750
Email:
hiclenquiry@hansacap.com
Website: www.hansagrp.com
Please contact the Registrars, as
below, if you have a query about a certificated holding in the
Company's shares.
Registrar
Computershare Investor Services
(Bermuda) Limited
c/o 13 Castle Street
St Helier
Jersey
JE1 1ES
Telephone: +44 (0) 370 707
4040
Email:
info@computershare.co.je
Website:
www.computershare.com/je
If you have a query, you can call
our Shareholder helpline on +44 (0) 370 707 4040. Calls are charged
at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 08:30 - 17:30, Monday to
Friday excluding public holidays in England and Wales.
Register for updates
To receive the latest news
and views on the Company, please register at
www.hansaicl.com
Glossary of Terms
Association of Investment Companies (AIC)
The Association of Investment
Companies is the UK trade association for closed-ended investment
companies (www.theaic.co.uk). Despite the Company not being UK
domiciled, the Company is UK listed and operates in most ways in a
similar manner to a UK Investment Trust. Therefore, the Company
follows the AIC Code of Corporate Governance and the Board
considers that the AIC's guidance on issues facing the industry
remains very relevant to the operations of the Company.
Alternative Investment Fund Managers Directive
(AIFMD)
The AIFMD is a regulatory framework
for alternative investment fund managers (AIFMs), including
managers of hedge funds, private equity firms and investment
trusts. Its scope is broad and, with a few exceptions, covers the
management, administration and marketing of alternative investment
funds (AIFs). Its focus is on regulating the AIFM rather than the
AIFs.
Annual Dividend / Dividend
The amount paid by the Company to
shareholders in dividends (cash or otherwise) relating to a
specific financial year of the Company. The Company's dividend
policy is to announce its expected level of dividend payment at the
start of each financial year. Barring unforeseen circumstances, the
Company then expects to make four interim dividend payments each
year - at the end of August, November and February during that
financial year and at the end of May following the end of the
financial year.
Bid
Price
The price at which you can sell
shares determined by supply
and demand.
Capital Structure
The stocks and shares that make up a
company's capital i.e. the amount of ordinary and preference
shares, debentures and unsecured loan stock etc. which are in
issue.
Closed‑ended
A company with a fixed number of
shares in issue.
Depositary/Custodian
A financial institution acting as a
holder of securities for safekeeping.
Discount
When the share price is lower than
the NAV, it is referred to as trading at a discount. The discount
is expressed as a percentage of the NAV.
Expense Ratio
An expense ratio is determined
through an annual calculation, where the operating expenses are
divided by the average NAV. Note there is also a description of an
additional PRIIPs KID Ongoing Charges Ratio explained in the Annual
Report.
Five Year Rolling NAV Return (per annum)
The rate at which, compounded for
five years, will equal the five year NAV total return to end March,
assuming dividends are always reinvested at pay date.
Five Year NAV and Share Price Total Return
Rebased from 0% at the start of the
five year period, this is the rate at which the Company's NAV and
share prices would have returned at any period from that starting
point, assuming dividends are always reinvested at pay date. The
Company will continue to quote results from its predecessor, Hansa
Trust Ltd,as part of that reporting so shareholders can see the
longer-term performance of the portfolio.
Gearing
Gearing refers to the level of
borrowing related to equity capital.
Hedging
Strategy used to reduce risk of loss
from movements in interest rates, equity markets, share prices or
currency rates.
Issued Share Capital
Issued share capital is the total
number of shares subscribed to by the shareholders.
Key
Information Document (KID)
This is a document of a form
stipulated under the PRIIPs Regulations. It provides basic,
pre-contractual, information about the Company and its share
classes in a simple and accessible manner. It is not marketing
material. The UK regulatory authorities introduced legislation from
1 January 2023 to amend some of the disclosures in the KID for UK
shareholders. The FCA has subsequently issued a temporary exemption
for most Investment Companies from producing a UK KID document.
However, the Company understands that the automated systems for
many investment platforms still require a KID to be produced.
Therefore, the Company's AIFM will be producing an amended UK KID
and a standard European KID going forward.
Key
Performance Indicators (KPIs)
A set of quantifiable measures a
company uses to gauge its performance over time. These metrics are
used to determine a company's progress in achieving its strategic
and operational goals and also to compare a company's finances and
performance against other businesses within its industry. In the
case of historic information, the KPIs will be compared against
data of both the Company and, prior to the Company's formation,
from Hansa Trust Ltd.
Market Capitalisation
The market value of a company's
shares in issue. This figure is found by taking the stock price and
multiplying it by the total number of shares
outstanding.
Mid
Price
The average of the Bid and Offer
Prices of a particular
traded share.
Net
Asset Value (NAV)
The value of the total assets minus
liabilities of a company.
Net
Asset Value Total Return
See Total Return.
Offer Price
The price at which you can buy
shares determined by supply
and demand.
Ordinary Shares
Shares representing equity ownership
in a company allowing investors to receive dividends. Ordinary
shareholders have the pro-rata right to a company's residual
profits. In other words, they are entitled to receive dividends if
any are available after payments to financial lenders and dividends
on any preferred shares are paid. They are also entitled to their
share of the residual economic value of the company should the
business unwind.
Hansa Investment Company Limited has
two classes of Ordinary shares - the Ordinary shares (40 million
shares) and the 'A' non-voting Ordinary shares (80 million shares).
Both have the same financial interest in the underlying assets of
the Company and receive the same dividend per share, but differ
only in that only the former shares have voting rights, whereas the
latter do not. They trade separately on the London Stock Exchange,
nominally giving rise to different share prices at any given
time.
Premium
When the share price is higher than
the NAV it is referred to as trading at a premium. The premium is
expressed as a percentage of the NAV.
Packaged Retail and Insurance‑based Investment Product
(PRIIP)
Packaged retail investment and
insurance-based products (PRIIPs) make up a broad category of
financial assets that are regularly provided to consumers in the
European Union. The term PRIIPs, created by the European Commission
to regulate the underlying market, is defined as any product
manufactured by the financial services industry, to provide
investment opportunities to retail investors, where the amount
repayable is subject to fluctuation because of exposure to
reference values, or the performance of underlying assets not
directly purchased by the retail investor. See also Key Information
Document (KID).
Shareholders' Funds/Equity Shareholders'
Funds
This value equates to the NAV of the
Company. See NAV.
Spread
The difference between the Bid and
Ask price.
Tradable Instrument Display Mnemonics (TIDM)
A short, unique code used to
identify UK-listed shares. The TIDM code is unique to each class of
share and to each company. It allows the user to ensure they are
referring to the right share. Previously known as EPIC.
Total Return
When measuring performance, the
actual rate of return of an investment or a pool of investments
over a given evaluation period. Total return includes interest,
capital gains, dividends and distributions realised over a given
period of time.
Total Return - Shareholder
The Total Return to a shareholder is
a measure of the performance of the company's share price over
time. It combines share price appreciation/depreciation and
dividends paid to show the total return to the shareholder
expressed as an annualised percentage. In the case of historic
information, the Total Return will include data against data of
both the Company and, prior to the Company's formation, from Hansa
Trust Ltd.