ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR TO 31 MAY 2024
Superior returns viagood and
growing dividends
Company No: 07584303
THE DIVERSE
INCOME TRUST PLC
The Diverse Income Trust plc
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Annual Report 2024
Contents
The Company
The Key Performance Indicators i
The Nature of the Trust's Investment Strategy ii
Annual Report for the Year to 31 May 2024 01
Strategic Report
Chairman’s Statement 02
Summary of Results and Financial Performance Indicators 04
Manager's Report 06
Portfolio Information 13
Business Model 15
Principal Risks and Uncertainties 16
Share Capital 20
Stakeholder Engagement 21
Management, Social, Environmental and Diversity Matters 23
Governance
Directors 25
Report of the Directors 26
Corporate Governance Statement 33
Audit Committee Report 40
Director's Remuneration Report 43
Statement of Director's Responsibilities 47
Independent Auditor's Report 49
Company and Group Accounts
Consolidated Income Statement 58
Statement of Changes in Equity 59
Balance Sheets 61
Cash Flow Statements 62
Notes to the Consolidated Financial Statements 63
Shareholder Information
Redemption of Ordinary Shares 84
Shareholder Information 85
Notice of Annual General Meeting 89
Alternative Investment Fund Managers' Directive Disclosures 95
Glossary 96
The Diverse Income Trust aims to
deliver good and growing total
returns, by investing in a wide range
of good and growing companies,
which are expected to produce good
and growing dividends.
250
200
150
100
50
0
-50
2020
2023
2024
2012
2011
2013
2014
2015
2016
2017
2018
2022
2019
2021
Diverse Income Trust
Adjusted NAV Total Return
Deutsche Numis All-Share
Index Total Return
Total Return of the Diverse Income Trust vs the
UK stock market
Source: Morningstar
120%
100%
80%
60%
40%
20%
0%
Diverse UK Market Cash
Source: Premier Miton
Dividend growth of the Diverse Income Trust vs
UK market and cash since launch
Cover photograph:
TP ICAP, a financial services company, used with permission
The Board uses the following Key Performance Indicators (KPIs) to assess the success of the Company’s
strategy and its outcome forshareholders. Throughout this report we refer to Adjusted Net Assets
("Adjusted NAV") which is the calculated NAV prior to recognising a movement attributable to the
redemption pool as detailed in the Glossary on page 97. The NAV including the movement is shown
below and is also detailed in the Glossary.
THE KEY PERFORMANCE INDICATORS
to 31 May 2024
Adjusted NAV total return*
^
15.4%
* Alternative performance measure. Defined in the Glossary on
pages 96 to 100.
** Defined in the Glossary.
^ Based on return before redemption pool adjustment.
2023: 1.09%
The Trust employs a multicap** strategy
that requires intensive, frequent direct
engagement with company management.
The Board has negotiated a reduction in the
management fee effective from 1 June 2024,
the details of which are set out on page 69.
Ongoing charges*
2023: 5.0%
Since launch to 31 May 2024: 1.2%
Over the thirteen years since listing, the
Company’s share price has largely
matched its NAV. The Trust’s discount
over the yearreflects how unloved UK
equities remain.
Average Discount*
7.1% 1.14% of NAV
Dividend Growth
Dividend increased from 4.05p to 4.25p
The Trust has maintained an unbroken good
and growing dividend record.
4.9%
NAV total return*: 16.5%
2023: (16.2%)
Peer Group**: 15.6%
Deutsche Numis All-Share
(Comparator Index): 15.6%
Since launch to 31 May 2024
Adjusted NAV total return: 219.9%
Peer Group**: 185.2%
Deutsche Numis All-Share
(Comparator Index): 119.0%
Annual Report 2024
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The Diverse Income Trust plc
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i
Portfolio weightings by market capitalisation as at 31 May 2024*
Large Cap
21.89%
Mid Cap
14.48%
Small Cap
33.41%
Alternative Markets
30.21%
Source: Deutsche Numis, Premier Miton
* The Deutsche Numis indices are defined in the Glossary.
• Typically smaller companies outperform larger companies over time, and within this universe there is a
vast opportunity set of under researched and unloved companies.
• The large and mid-cap sectors of the UK market provide the principal investment universe for
index funds and for typical UK equity funds.
• The Trust invests in over 100 UK companies with prospects of strong earnings and cash flows,
and good and growing dividends. The resulting portfolio offers diversity of exposure, by both
sector and market capitalisation.
• Small caps around the world have been in the doldrums of late, particularly in the UK, as the very large
tech stocks, “TheMagnificent7”, have dominated sentiment and returns.
• Such stocks are reaching peak earnings, however, while valuations in the UK have continued to fall.
• Against the background of a new government committed to growing the UK economy and making
the UK attractive to investors once more, there is huge untapped potential when sentiment changes.
• A change in sentiment also has the potential to help narrow the Trust’s discount, further boosting
shareholder returns.
• The Manager anticipates continuing to grow the Trust’s income and therefore its dividend, at a time
when interest rates have peaked.
DEPTH AND OPPORTUNITY
ii
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Annual Report 2024
The Company’s Objective
The Company’s investment objective is to provide shareholders with an attractive and growing level of
dividends coupled with capital growth over the long term.
It seeks to achieve this by investing principally in UK-listed companies that have the potential to generate
above-average dividend growth. If the Trust’s strategy succeeds, it is anticipated that its return will
outpace others in the Peer Group, as well as the mainstream stock market indices over the longer term.
The Board sets the Trust’s objectives and appoints Premier Miton Managers Limited (‘PPM’ or the ‘Manager’)
to manage the Trust. The Board is independent of the Manager.
In the year to 31 May the adjusted NAV total return
of the Trust was 15.4%, which compares with:
• 15.6% in the Deutsche Numis
All-Share Index;
• 12.5% in the Deutsche Numis Smaller
Companies plus AIM Index (excluding
investment Companies); and
• 15.6% in the Peer Group*.
Since inception the adjusted NAV total return of
the Trust has been 219.9%, compared with:
• 119.0% total return from the Deutsche Numis
All-Share Index;
• 110.9% total return from the Deutsche Numis
Smaller Companies plus AIM Index
(excluding Investment Companies); and
• 185.2% return from the Peer Group.
THE DIVERSE INCOME TRUST PLC
to 31 May 2024
The Diverse Income Trust plc is an investment trust quoted on the London Stock Exchange under the
ticker code DIVI. In this report it is referred to as the ‘Company’, the ‘Trust’ and ‘Diverse’, or together with
its subsidiary, DIT Income Services Limited, as the‘Group’.
* The Peer Group is defined in the Glossary.
Company performance since launch on 28 April 2011
-50
0
100
50
150
250
2020
2023
2024
2012
2011
2013
2014
2015
2016
2017
2018
2022
2019
200
2021
Percentage change
Deutsche Numis All-Share
Index Total Return
Diverse Income Trust
Adjusted NAV Total Return
Diverse Income Trust
Share Price Total Return
Source: Morningstar
DEPTH AND OPPORTUNITY
Annual Report 2024
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The Diverse Income Trust plc
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THE COMPANY
CHAIRMAN’S STATEMENT
Introduction
UK base rates were on a plateau of 5.25% for
11 months before the recent reduction to 5.0%,
fitting the metaphor used by the BoE’s Chief
Economist “that the peak in rates would resemble
Table Mountain rather than the Matterhorn”.
Although the full effect of rate rises is still filtering
into the economy, inflation has been tamed and
with the General Election behind us, the new
government has indicated they will be pro-growth,
so sentiment appears to be improving.
Performance, and Dividends to shareholders
In the year to 31 May 2024 the Trust’s adjusted
Net Asset Value rose by 15.4%. By comparison, the
Deutsche Numis All-Share Index delivered a total
return of 15.6%. Small cap stocks saw a return of
12.5% and the Deutsche Numis Alternative Markets
index rose 3.3%, in both cases recovering from
materially lower levels earlier in the year.
The Trust’s Revenue per Share increased by 7.4%
this year to 4.35p. The Trust increased its dividend by
4.9% this year from 4.05p to 4.25p, which includes
a recommended final dividend of 1.20p to be
approved at the AGM.
There was a recovery in the UK’s performance in the
second half of the period, led by smaller companies
and AIM stocks, which worked to the benefit of
our portfolio. The share price total return was 12.7%
owing to a widening of the discount.
Total returns of the Trust and various Deutsche Numis
indicesover the past 12 months
0
5
10
%
15
20
The Diverse
Income Trust
Adjusted NAV
Deutsche Numis
All-Share Index
Deutsche Numis
Small Cap Plus AIM
Index ex ICs
Deutsche Numis
Alternative Markets
Index
15.4
15.6
12.5
3.3
“ICs” : Investment CompaniesSource: Morningstar
2024 was a year of two halves:
120
115
110
105
100
95
Diverse Income Trust
Adjusted NAV Total Return
Deutsche Numis
All-Share Index Total Return
31/05/2023
07/06/2023
14/06/2023
21/06/2023
28/06/2023
05/07/2023
12/07/2023
19/07/2023
26/07/2023
02/08/2023
09/08/2023
16/08/2023
23/08/2023
30/08/2023
06/09/2023
13/09/2023
20/09/2023
27/09/2023
04/10/2023
11/10/2023
18/10/2023
25/10/2023
01/11/2023
08/11/2023
15/11/2023
22/11/2023
29/11/2023
120
115
110
105
100
95
Diverse Income Trust
Adjusted NAV Total Return
Deutsche Numis
All-Share Index Total Return
01/12/2023
09/12/2023
17/12/2023
25/12/2023
02/01/2024
10/01/2024
18/01/2024
26/01/2024
03/02/2024
11/02/2024
19/02/2024
27/02/2024
06/03/2024
14/03/2024
22/03/2024
30/03/2024
07/04/2024
15/04/2024
23/04/2024
01/05/2024
09/05/2024
17/05/2024
25/05/2024
Source: Morningstar
31 May – 30 November 2023
• Overshadowed by the Magnificent 7
• Investors allocating away from the UK
30 November – 31 May 2024
• UK valuations are seen as compelling
• Increasing market breadth
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The Diverse Income Trust plc
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Annual Report 2024
CHAIRMAN’S STATEMENT
Market valuation and share redemptions
Sentiment remained poor with persistent
disinvestment from UK equities by investors,
despite a more positive market trend since the first
quarter of 2024. The Trust’s share price traded at
an average 7% discount to its NAV over the year to
May 2024, which was wider than the 5% average
of the prior year. This widening was common
across most of the investment trust sector, but was
nonethelessunwelcome.
Each year the Board offers shareholders a voluntary
redemption opportunity. This year, 82,147,477 shares
were offered for redemption, representing 25.8%
of the Trust’s equity. In the past the Company has
chosen to redeem the shares at the NAV on the
redemption date or find buyers at or above this
level in the market. However, given the size of the
redemption and in order to balance the interests
of redeeming and continuing shareholders
a redemption pool was created, from which
redeeming shareholders received the sale proceeds.
The redemption point for 2025 has been moved
from 31 May to 29 August, in order to separate
the administration of and accounting for any
redemption from the preparation of the financial
statements and Annual Report for the year. The
relevant dates and details are outlined on page 84.
Prospects
To strike a note of realism but also of hope, if both
substance and perceptions of the UK economy
sustainably improve there is latent value on offer.
Nobody rings a bell at the market top but nor do
they sound the gong at the low point. So, this is
not a forecast of better times but an observation
that a bad attitude is like a flat tyre – you cannot
go anywhere until you change it, and it is hard to
dispute that UK investors have been pessimistic in
recent years.
Investors can take some encouragement from
the better performance of the UK stock market in
recent months, led by smaller companies. The UK
has derated relative to other markets, and within
the UK, smaller cap companies have derated more
leading our Manager to be more upbeat, finding
valuationscompelling.
From launch in April 2011 to the end of May 2024,
Diverse Income has delivered an adjusted NAV total
return of just under 220% and a share price total
return of 181%, while the UK market, as measured
by the Deutsche Numis All-Share Index, rose 119%
over the same period. Substantial value was added
in the early years, but performance has been more
inconsistent since Brexit and the US tech boom has
provided investors with reasons to bypass the UK. I
am pleased to report that the Trust’s performance
has stabilised and begun to improve. A revival in UK
small cap particularly AIM stocks should materially
benefit the Diverse Income Trust’s prospects.
Andrew Bell
Chairman
19 August 2024
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
SUMMARY OF RESULTS AND FINANCIAL
PERFORMANCE INDICATORS
1
1
For an in-depth assessment of performance please refer to the Chairman's Statement on pages 2 and 3 and the Manager's Report on pages 6 to 12.
2
See Glossary for more details on page 97.
* Alternative performance measure. Defined in the Glossary on pages 96 to 100.
Ordinary shares in issue as at 31 May 2024: 236,393,165 (2023: 355,870,647)
2023: 88.87p change: 10.1%
Adjusted NAV per
ordinary share*
NAV per
ordinary share
97.84p
2
2023: 88.87p change: 11.3%
98.87p
2
2023: (6.2%)
(Discount)/premium to
adjusted NAV*
(8.6%)
2023: 83.40p change: 7.2%
Ordinary share price
89.40p
2023: 4.05p
Revenue return per
ordinary share*
4.35p
2023: 4.05p change: 4.9%
Ordinary dividends per
ordinary share
4.25p
Results in summary
31 May 2024
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Annual Report 2024
1
For an in-depth assessment of performance please refer to the Chairman's Statement on pages 2 and 3 and the Investment Manager's Report on
pages6 to 12.
Further Analysis
1
Total annual dividends declared by the Company
Total annual dividend
(pence per share)
Special dividends
Ordinary dividends
1.5
2.0
2.5
3.0
3.5
4.5
4.0
2.80
3.00
0.40
3.65
0.16
3.70
3.40
0.23
4.05
4.25
3.90
3.75
2012 2013 2014 2015 2016 2017 2018 2019 2020 2022 2024
1
20232021
2.02
2.25
2.10
2.40
0.50
1
Includes proposed final dividend for the current year.
0
10
30
20
40
40
2020
2024
2023
2012
2013
2014
2015
2016
2017
2018
2022
2019
2021
Percentage change
Deutsche Numis
All-Share Index
annualised volatility
Diverse Income Trust
NAV annualised volatility
NAV Volatility vs Deutsche Numis All-Share index
Total returns of the Trust (NAV and share price) vs the
Deutsche Numis All-Share Index
Source: Morningstar
Diverse Income Trust
Adjusted NAV
Total Return
Deutsche Numis
All-Share Index
Total Return
Diverse Income Trust
Share Price Total Return
-50
0
100
50
150
250
2020
2023
2024
2012
2011
2013
2014
2015
2016
2017
2018
2022
2019
200
2021
Percentage change
Source: Premier Miton
The three interim
dividends and the
proposed final dividend
for the year amount to
4.25p, compared with
4.05p in the previous
year, an increase of 4.9%.
The diversity and depth
of Diverse improves
itsvolatility.
Diverse has
demonstrated long term
outperformance of the
Comparator Index.
Source: Company
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
MANAGER’S REPORT
Who are the fund managers that have day-to-day responsibility for the makeup of the Trust’s portfolio?
Gervais Williams
Gervais joined Miton in March 2011 and is now
Head of Equities in Premier Miton. He has been an
equity fund manager since 1985, including 17 years
at Gartmore. He was named Fund Manager of the
Year by What Investment? in 2014. Gervais is also
the President of the Quoted Companies Alliance
and a member of the AIM Advisory Council.
Martin Turner
Martin joined Miton in May 2011. Martin and Gervais
have had a close working relationship since 2004,
with complementary expertise that led them
to back a series of successful companies. Martin
qualified as a Chartered Accountant with Arthur
Anderson and had senior roles and extensive
experience at Merrill Lynch and CollinsStewart.
Section 1 – Why do we believe that a multicap income strategy has major
advantages over the longer-term?
Why was the Trust set up with a focus on equity
income stocks?
• Cash dividends – Quoted companies that
succeed do not just generate profit growth.
Many pay good and growing dividends so
they can accelerate their growth via additional
capital raised from external shareholders.
During economic recessions when most
corporates are short of cash, stocks paying
good and growing dividends can often
continue to raise additional capital, which is
disproportionally advantageous.
• NAV appreciation – Stock markets typically
fluctuate considerably throughout the year.
Hence a NAV typically appreciates by a
large percentage, or alternatively suffers a
setback over the annual reporting cycle.
Over the longer term, rising NAV fluctuations in
some years are typically offset by declining NAV
fluctuations in others. Meanwhile, significant
cash dividends accumulate over time to become
a greater and greater capital sum. So, over the
longer term, say ten years, a significant stream of
cash dividends may end up being the majority of
an equity income trust’s total return, outpacing its
overall NAV appreciation.
When the Diverse Income Trust was first launched in
2011, inflationary pressures were benign. The Trust’s
strategy was crafted so that it had a good chance of
growing its cash dividends faster than others in its
Peer Group. The years since 2011 have been marked
by unusually strong stock market appreciation,
especially in the US. Overall, most international
strategies have reported a series of NAV rises. Thus
a trust like Diverse, which delivers a major portion of
return via the accumulation of a stream of dividends,
has been outpaced by those with a greater focus on
NAV appreciation. We view this outcome as unusual,
and as such vulnerable tochange.
This report is set out in three sections.
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The Diverse Income Trust plc
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Annual Report 2024
More recently inflationary pressures have become
increasingly unsettled. If this leads to recessionary
conditions, companies requiring external risk capital
to fund their businesses could find themselves under
pressure, while those generating surplus cash should
prove more resilient. It is in this context that the
Diverse Income Trust was set up as an equity income
portfolio. Globalisation is fading, and a trust that can
deliver a major proportion of its return via the
accumulation of dividends (as shown below for
Diverse) may not just be well set to generate an
attractive return over the longer term, but if stock
markets are less buoyant may also outpace those
focusing on NAV appreciation.
Over recent years US largecap stocks have delivered
abnormally strong returns, but even so Diverse has
still met its long-term objective of delivering some
of the best returns of its Peer Group since issue.
Source: Premier Miton
Contribution to Diverse adjusted NAV Total Return
since launch
50
100
0
150
%
200
250
Income
Capital
Source: Morningstar
Total returns of the Diverse Income Trust relative to the Peer
Group since launch
Diverse Income Trust
Adjusted NAV Total Return
UK Equity Income Investment
Trust Sector Total Retun
50
100
0
150
%
200
250
219.9
185.2
MANAGER’S REPORT
As globalisation fades, trusts that deliver a major proportion
of their return via cash dividends, such as Diverse, appear set
to outpace those with a greater reliance on buoyant stock
markets and NAV appreciation.
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
Large and mega cap stocks have delivered
excellent returns recently, so why was the Trust set
up with a major portion of its portfolio invested in
quoted small caps?
• Mainstream stock markets have performed
so strongly for so long, that low-cost passive
strategies, where portfolio’s weightings are
solely determined by the scale of the individual
stocks in an index, have become popular.
• This has led to a self-feeding loop with ever-
larger capital flows driving up mega cap
technology valuations, so their returns have
greatly outpaced all others. Meanwhile, capital
withdrawals have depressed small cap returns,
amplifying their period of underperformance.
• Whilst the performance of mega caps
has been extraordinary over recent years,
historic stock market data highlights that
this is most unusual. Over the longer-term,
smaller companies typically outperform
larger companies, a pattern academics refer to
as the ‘smallcap effect’. Overall, US technology
mega cap valuations appear overstretched
currently, such that even a minor change in
trend might now drive a major reversal in
theirreturns.
Source: Premier Miton
• When returns from quoted smallcaps are
outpaced by large caps, it can be dispiriting. In
the past however, prior underperformance has
been more than reversed by subsequent small
cap outperformance.
• Given the ambitions for its strategy, the Diverse
Income Trust was set up with a multicap
focus that includes numerous small caps.
With global small cap valuations unusually
depressed, we and the wider market are now
starting to anticipate a major performance
catch-up.
MANAGER’S REPORT CONTINUED
“…mega cap valuations appear overstretched currently, such that evena
minor change in trend might now drive a major reversal. With global
small cap valuations unusually depressed currently, we and the wider
market are starting to anticipate a major performance catch-up.”
Performance of the "Magnificent 7" vs US market & UK
market (GBP total return, rebased to 100)
160
140
120
100
90
2023
2024
UK MarketUS Market
“Magnificent 7”
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The Diverse Income Trust plc
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Annual Report 2024
Does a Trust principally investing in UK equities really have the potential to
outperform global stock markets?
Although the UK stock market has generated
returns that compare favourably with inflation over
the decades, its returns have been outpaced by
international stock markets with greater cohorts of
technology growth stocks that have drawn upon
the buoyant markets to deliver accelerated growth.
Overall, this has left the UK stock market standing
on an unusually low valuation compared with the
US mega cap technology stocks for example.
In our view, the UK stock market has the potential
to become one of the best performing global stock
markets over the coming decade. This might occur
at a time when many other stock markets are
delivering comparatively weak returns. We believe
that the Diverse Income Trust’s specific focus on
a portfolio of UK quoted companies, including
numerous UK small caps, will be a major advantage.
In short, we believe it is easy to overlook just
how successful the Trust’s strategy could be. If
globalisation continues to fade, then we believe that
most global investors will reweight their capital into
equity income stocks, with the UK stock market
being the prime beneficiary.
MANAGER’S REPORT CONTINUED
“If globalisation continues to fade, then we believe that most global
investors will reweight their capital into equity income stocks, with
the UK stock market being the prime beneficiary.”
Price to Earnings ratio of "Magnificent 7" and UK market
(GBP adjusted)
50
45
40
35
30
25
20
15
10
5
0
01/05/2021
01/07/2021
01/09/2021
01/11/2021
01/01/2022
01/03/2022
01/05/2022
01/07/2022
01/09/2022
01/11/2022
01/01/2023
01/03/2023
01/05/2023
01/07/2023
01/09/2023
01/11/2023
01/01/2024
01/03/2024
01/05/2024
UK Market
“Magnificent 7”
Source: Premier Miton
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
MANAGER’S REPORT CONTINUED
Section 2 – The Year Under Review
What were the principal contributors and
detractors to the Trust’s performance in 2024?
Contribution
to return %
Largest 5 contributors to performance
CMC Markets Plc .
XPS Pensions Plc .
Pan African Resources Plc .
TP ICAP Plc .
Galliford Try Holdings Plc .
Largest 5 detractors from performance
Touchstone Exploration Inc. (.)
Strix Group Plc (.)
R & Q Insurance Holdings Ltd (.)
13 Energy Plc (.)
Vanquis Banking Group Plc (.)
Source: Premier Miton
Principal contributors:
Over the year under review, there were six portfolio
holdings whose share price appreciation and
dividend income each added at least 1% to the
Trust’s returns. Three of these were in the financial
sector, where the persistently high interest rates
were only a tangential benefit.
• XPS Pensions advises pension schemes on
methods of reducing risk within the context of
the requirement to ensure they meet future
pension payments in full. XPS has been steadily
taking market share over recent years, and its
growth rate accelerated this year.
• CMC Markets has been a strong performer
for the Trust in the past, but its share price
had fallen back considerably as it invested in
widening its further offer so that customers
could participate in financial markets more
efficiently. As CMC’s investment phase
concluded, and it started winning new
customers, its share price recovered rapidly.
• TP ICAP has also been investing to improve
the market liquidity of credit, with an initiative
that may make a major difference in future.
(Further details below)
• Pan African Resources is a South African gold
mining company which has benefited as the
gold price has increased.
• Galliford Try, the UK construction business
featured as the portfolio example in the
last two reports, has an improved valuation,
although in our view it remains somewhat
overlooked.
• In addition, Yu Group, which was only brought
into the Trust’s portfolio earlier this year,
also added 1.1%. Yu Group is an immature
utility supplying the corporate sector and
is set to take a greater market share over
the comingyears.
Significant detractors:
• Vanquis Banking Group is a provider of credit
to those with impaired credit histories. Whilst
Vanquis’s underlying operations are delivering
the turnaround anticipated, it experienced
a series of claims coordinated by a single
claims management company, and while the
claims were themselves individually modest,
Vanquis was obliged to fund the costs of the
Financial Ombudsman as well as the cost
of researching each claim. It is interesting to
note that Financial Conduct Authority has
actively sought to reduce Vanquis’s costs by
potentially increasing the charges of the claims
management companies, possibly believing
that mass claims like these are largely spurious.
• I3E’s share price was weak as the energy price
peaked. I3E, like CMC Markets highlighted
above, has been a top performer for the Trust
in the past, and continues to pay a generous
dividend yield, with considerable recovery
potential when the energy price rises again.
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The Diverse Income Trust plc
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Annual Report 2024
MANAGER’S REPORT CONTINUED
No other holding detracted more than 0.5%; The
FTSE 100 Put option detracted 0.3% in this period, its
term having expired in December.
Sales and purchases:
• Holdings in Forterra, Kitwave, Jet2, Mondi
and Vistry were sold as we believe others have
greater upside potential.
• The capital released was reallocated to new
holdings including Greencoat UK Wind,
Hunting, IG Group, Ithaca Energy, Shell and
Yu Group (which features as a top performer
above).
• Takeover offers during the year included
Accrol, DWF, Finsbury Food and SCS. In
general, we believe that these holdings were
standing on unusually low valuations prior to
their takeovers, and even with the addition
of a takeover premium were still not fairly
valued. Unfortunately, most other shareholders
were happy to assent to the offers, so the
takeovers completed despite our views.
Generally, the portfolio remains cautiously
positioned. The TP ICAP example highlighted
below illustrates this point. It has grown its dividend
well over recent years and has prospects that are
not closely linked to the fluctuations of the global
economy, yet is still standing at what we consider to
be an exceptionally low valuation. We believe that
the portfolio collectively has the potential to deliver
returns well above that of inflation, even if global
growth were to slow further.
TP ICAP – an example of a stock
inthe Trust’sportfolio
TP ICAP is a large business
connecting wholesale buyers and
sellers within the global financial,
energy and commodities markets. The data and
market intelligence derived from this service are
also beneficial to clients. The group is a global
leader in market infrastructure, and in the effective
operation of a range of global markets.
Over recent years TP ICAP has invested heavily
towards greatly improving the market liquidity
of listed loans (typically corporate credit), that in
our view will make its services considerably more
valuable in future. As this investment matures, we
believe that TP ICAP will generate considerable
additional growth in profits and dividends. As
highlighted in the bar chart alongside, over recent
years TP ICAP has already scaled up its dividends
to shareholders, and we believe this trajectory
willcontinue.
Despite its current and ongoing success, TP ICAP still
stands on what we consider to be a very overlooked
Price to Book ratio of 0.8x (defined in the Glossary).
If it continues to deliver further substantial dividend
growth in future, we expect this to be accompanied
by a major increase in its share price. Stocks
with these characteristics reflect those that the
Manager seeks when selecting portfolio holdings
for theTrust.
“…the Trust’s portfolio holdings are currently standing at what we
consider to be exceptionally low valuations…”
TP ICAP dividends – last 3 years’ dividends
16
14
12
10
8
6
4
2
0
Year to Dec-21 Year to Dec-22 Year to Dec-23
Interim dividend Final dividend
Source: TP ICAP
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
MANAGER’S REPORT CONTINUED
Section 3 – Our Outlook For The Trust
We are optimistic and think that a UK-quoted
multicap equity income strategy has
excellentprospects:
The UK stock market itself stands on a low
valuation, having been outpaced by others during
globalisation.
‘The smallcap effect’. As UK-quoted smallcaps are
standing on absurdly low valuations currently, their
upside potential appears to be even greater than
mainstream stocks.
The UK stock market has recently broken out of its
1999 trading range on the upside. This is significant
in our view because it has occurred at a time when
local investors continue rapidly to sell down their
local holdings.
The notion of the UK stock market becoming a
global leader may appear remote. But this is usual
at recovery points and has happened previously.
Between 1965 and 1985 for example, the UK stock
market greatly outperformed the US stock market.
We believe it is set to do soagain.
Given that the UK stockmarket is starting from
what appears to be a very undemanding valuation,
and few global investors have a weighting in it,
when it recovers it has the potential to outperform
international markets for a long period, maybe a
decade or two.
Furthermore, we believe that the Diverse Income
Trust will outperform this favourable trend.
In our view, the absence of capital return from
the Diverse Income Trust is principally driven by a
one-off devaluation of UK-quoted smaller company
share prices rather than implying a systemic change
in the longer-term prospects for the Trust’s strategy.
We therefore believe that growth in the Trust’s
revenue per share and in its dividend progression
is the most meaningful long-term measure of the
Trust’s underlying progress.
In summary, we believe the prospects for the
Trust’s strategy are the strongest they have been
fordecades.
Gervais Williams and Martin Turner
19 August 2024
“…we believe the prospects for the Trust’s strategy are
the strongest they have been for decades.”
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The Diverse Income Trust plc
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Annual Report 2024
MANAGER’S REPORT CONTINUED PORTFOLIO INFORMATION AS AT 31 MAY 2024
Rank Company
Sector &
main activity
Valuation
£000
% of
net assets
Yield
1
%
1 CMC Markets Financials 9,548 4.1 1.7
2 XPS Pensions Financials 9,038 3.9 3.4
3 TP ICAP Financials 8,154 3.5 6.8
4 Galliford Try Industrials 7,311 3.1 8.8
5 Pan African Resources** Basic Materials 6,791 2.9 3.0
6 PayPoint Industrials 6,361 2.7 6.9
7 Kenmare Resources Basic Materials 6,174 2.6 12.2
8 MAN Financials 5,719 2.5 4.7
9 Tesco Consumer Staples 5,645 2.4 3.9
10 Plus500 Financials 5,634 2.4 6.0
Top 10 investments 70,375 30.1
11 Just Financials 5,362 2.3 2.0
12 Legal & General Financials 5,298 2.3 8.1
13 BT Telecommunications 5,268 2.3 5.9
14 Sabre Insurance Financials 5,217 2.2 5.3
15 Yu** Utilities 5,117 2.2 2.2
16 Sainsbury (J) Consumer Staples 5,077 2.2 4.7
17 Phoenix Financials 4,770 2.0 10.6
18 I3 Energy** Energy 4,717 2.0 9.0
19 AVIVA Financials 4,673 2.0 7.0
20 Zotefoams Basic Materials 4,467 1.9 1.3
Top 20 investments 120,341 51.5
21 Concurrent Technologies** Technology 4,435 1.9 –
22 Savannah Energy**+ Energy 4,407 1.9 –
23 Drax Utilities 4,386 1.9 4.5
24 Property Franchise** Real Estate 4,289 1.8 3.5
25 ME Group international Consumer Discretionary 4,268 1.8 4.0
26 Conduit Holdings Financials 3,951 1.7 5.3
27 TruFin** Financials 3,873 1.7 –
28 Mears Industrials 3,852 1.6 2.8
29 National Grid Utilities 3,761 1.6 6.6
30 Diversified Energy Energy 3,737 1.6 7.8
Top 30 investments 161,300 69.0
31 FRP Advisory** Industrials 3,726 1.6 3.6
32 Smurfit Kappa Industrials 3,672 1.6 3.4
33 Vodafone Telecommunications 3,672 1.6 10.2
34 BAE Systems Industrials 3,641 1.5 2.2
35 Energean Energy 3,501 1.5 7.9
36 Intermediate Capital Financials 3,245 1.4 3.4
37 Shell Energy 3,213 1.4 3.8
38 Rio Tinto Basic Materials 3,157 1.3 6.2
39 Tatton Asset Management** Financials 3,030 1.3 2.9
40 NewRiver REIT Real Estate 3,029 1.3 9.1
Top 40 investments 195,186 83.5
Balance held in 77 equity investments 97,506 41.7
Total investment portfolio 292,692 125.2
Other net current liabilities (58,979) (25.2)
Net assets 233,713 100.0
A copy of the full portfolio of investments as at 31 May 2024 is available on the Company’s website,
www.diverseincometrust.com.
* Source: Refinitiv. Based on historical yields and therefore not representative of future yields. Includes special dividends where applicable.
** AIM/AQUIS listed
+ Security currently suspended
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
Portfolio as at 31 May 2024
Financials
Industrials
Energy
Basic Materials
Consumer
Discretionary
Real Estate
Telecomms
Utilities
Consumer
Staples
Health Care
Technology
Financials
Industrials
Energy
Basic Materials
Consumer
Discretionary
Real Estate
Consumer
Staples
Utilities
Technology
Telecomms
Health Care
Portfolio exposure by sector (%)
Actual income by sector (%)
£292.7 million
£14.9 million
35.1 15.4
5.8
11.6
3.3
5
.
2
10.3
35.8 13.0 11.4
4.
5
4.2
3.8
3.4
0.4
0.4
16.3 6.8
4.54.7
0.63.5
The tables above set out how the portfolio’s capital
was deployed as at 31 May 2024. The data is shown
in terms of the classifications on which the holdings
are listed. The portfolio as at 31 May 2024 is set out
in detail on page 13, in line with that included in the
Balance Sheet on page 61.
The investment income above comprises the
income from the portfolio as included in the
Income Statement for the year ended 31 May 2024
attributable to the various sectors. The returns of the
Company are from Capital and Revenue. Investments
for the Company’s portfolio are principally selected
on their individual merits. As the portfolio evolves, the
Manager continuously reviews the portfolio’s overall
sector and index balance to ensure that it remains in
line with the underlying conviction of the Manager.
The Investment Policy is set out on pages 85 and 86,
and details regarding risk factors and diversification
and other policies are set out each year in the
AnnualReport.
The investments are held on regulated exchanges,
primarily the LSE Main Market and AIM. This provides
the ability of smaller listed companies to raise
funds. This also provides liquidity in acquisition and
disposal of shares by the Company. The Manager
actively reviews the liquidity of the investments in
the portfolio. The Company maintains an adequate
cash position to enable it to take advantage of
investments at opportune times.
Source: Refinitiv
PORTFOLIO INFORMATION CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
BUSINESS MODEL
Diverse was launched on 28 April 2011. It is registered
in England as a public limited company and is
an investment company in accordance with the
provisions of Sections 832 and 833 of the Companies
Act 2006.
The principal activity of the Company is to carry
on business as an investment trust. The Company
intends at all times to conduct its affairs so as to
enable it to qualify as an investment trust for the
purposes of Sections 1158/1159 of the Corporation Tax
Act 2010 (“S1158/1159”). The Directors do not envisage
any change in this activity in the foreseeable future.
The Company has been granted approval from
HM Revenue & Customs (“HMRC”) as an investment
trust under S1158/1159 and will continue to be
treated as an investment trust company, subject to
there being no serious breaches of the conditions
forapproval.
The principal conditions that must be met for
continuing approval by HMRC as an investment
trust are that the Company’s business should
consist of “investing in shares, land or other assets
with the aim of spreading investment risk and
giving members of the company the benefit of
the results” and the Company may only retain 15%
of its investment income without distributing it as
dividend payments. The Company must also not be
a close company. The Directors are of the opinion
that the Company has conducted its affairs for the
year ended 31 May 2024 so as to be able to continue
to qualify as an investment trust.
The Company’s status as an investment trust allows
it to obtain an exemption from paying taxes on the
profits made from the sale of its investments and all
other net capital gains.
The Company has a wholly-owned subsidiary,
DIT Income Services Limited. The purpose of the
subsidiary is to invest in shorter-term holdings,
where the gains after corporation tax can be passed
up to the parent company by way of dividends,
thus improving the position of the Company’s
revenueaccount.
Investment Policy
The Company’s full investment policy is set out on
pages 85 and 86 and contains information on the
policies which the Company follows relating to
asset allocation, risk diversification and gearing, and
includes maximum exposures, where relevant.
The Company invests primarily in UK-quoted or
traded companies with a wide range of market
capitalisations but a strong long-term bias toward
small and mid-cap equities with a view to achieving
the Company’s investment objective. Currently,
the Company’s entire portfolio is predominantly
invested in publicly listed stocks, cash and
anOption.
The Manager adopts a stock-specific approach in
managing the Company’s portfolio and therefore
sector weightings will be of secondary consideration.
As a result of this approach, the Company’s portfolio
will not track any benchmark index.
PORTFOLIO INFORMATION CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is exposed to a variety of risks and
uncertainties that could cause its asset price or the
income from the investment portfolio to reduce,
possibly by a sizeable percentage in the most adverse
circumstances. The Board, through delegation to
the Audit Committee, has undertaken a robust
assessment and review of the emerging and principal
risks facing the Company, together with a review
of any new risks which may have arisen during the
year, including those that would threaten its business
model, future performance, solvency or liquidity. These
risks are formalised within the Company’s risk matrix,
which is regularly reviewed by the Audit Committee.
Information regarding the Company’s internal control
and risk management procedures can be found in
the Corporate Governance Statement on page 39.
In reviewing the principal uncertainties during the
year, the Board was cognisant of the risks relating to
political and economic uncertainty in the UK, global
inflationary pressures and global conflicts.
The principal financial risks and the Company’s
policies for managing these risks, and the policy and
practice with regard to financial instruments are
summarised in note 18 to the financial statements.
The Board has also identified the following principal
and emerging risks and uncertainties:
Risk Mitigation Movement
Investment and strategy
↔
There can be no guarantee that the
investment objective of the Company will
beachieved.
The Company does not follow any benchmark.
Accordingly, the portfolio of investments held
by the Company will not mirror the stocks and
weightings that constitute any particular index
or indices, which may lead to the Company’s
shares failing to follow either the direction or
extent of any moves in the financial markets
generally (which may or may not be to the
advantage of shareholders).
The Manager has in place a dedicated
investment management process which
is designed to maximise the chances of
the investment objective being achieved.
The Board reviews regular investment
and financial reports from the Manager to
monitorthis.
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The Diverse Income Trust plc
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Annual Report 2024
Risk Mitigation Movement
Size of Company
↑
The Company has in place an annual
redemption facility, whereby shareholders
can voluntarily tender their shares. However,
a significant take-up of this option by
shareholders could decrease the size of
the Company, in a similar manner to share
buy-backs.
A decrease in the number of shares in issue
or market capitalisation may result in the
Company becoming too small to be attractive
to a wide audience of investors, potentially
leading to lower stock market liquidity and a
wider share price discount.
The Board has discretion under the Articles
of Association in respect of the operation of
the Redemption Facility. This includes the
discretion to elect not to operate the facility
on any given redemption point or to decline
in whole or in part any redemption requests,
although to date all redemption requests have
been accepted by the Company.
The Manager and, on occasion, the
Directors, maintain frequent dialogue with
shareholders through scheduled meetings.
The Board receive regular updates from the
Manager and Broker on market conditions,
the Company’s performance and general
shareholdersentiment.
A lesser portfolio weighting within the
mainstreamindices
↔
The Company invests primarily in quoted
UK companies across a wide range of
market capitalisations, and a broad range
of industry sectors. Most AIM-listed stocks
in the Trust’s portfolio for example, can be
expected to operate over a narrower range
of products, to have a more restricted
depth of management, no weighting in the
mainstream indices and the markets in their
shares are routinely less liquid. The industry
sector weightings of the Trust’s portfolio
can also differ substantially from those
of the mainstream indices. When a large
percentage of the Trust’s portfolio is invested
outside the stocks and industry sectors of the
mainstream indices, then its return profile
can differ significantly, sometimes for several
years sequentially.
It is intentional that the Trust’s returns profile
differs from the mainstream indices, as over
the longer term it has greater potential to
outperform markedly. The additional stock
specific risks and greater variance within
industry sector weightings can be moderated
by diversifying the number of portfolio
holdings. Thus the Trust’s holds a wider spread
of individual investments than most others in
the Peer Group, achieved through limiting the
size of new holdings to typically no more than
1.5% of the portfolio at the time of purchase.
Alongside, even though the portfolio may
have exposure to certain industry sectors that
are less represented within the mainstream
indices, this risk will be spread across
numerous different holdings.
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
Risk Mitigation Movement
Dividend cover
↔
The Company’s investment objective includes
the aim of providing shareholders with an
attractive and growing dividend. There is no
guarantee that any dividends will be paid
in respect of any financial year or period.
The ability to pay dividends is dependent on
a number of factors, including the level of
dividends earned from the portfolio and the
net revenue profits available for that purpose.
The redemption of shares pursuant to
the redemption facility may also reduce
distributable reserves to the extent that the
Company is unable to pay dividends.
The Company maintains accounting records
and produces forecasts, with the objective
of ensuring that the Company will have
sufficient distributable reserves to meet its
dividendobjective.
Portfolio dividend income is carefully
monitored and there remain sufficient revenue
reserves to provide resilience for the Trust in
maintaining its dividend policy.
Share price volatility, the discount and
marketability
↓
The market price of the Company’s shares,
like shares in all investment companies, may
fluctuate independently of the NAV and thus
may not reflect the underlying NAV of the
shares. The shares could trade at a discount
or premium to NAV at different times,
depending on factors such as supply and
demand for the shares, market conditions
and general investor sentiment.
The portfolio of investments is subject to
market movements influenced by external
economic factors such as inflation, supply
chain pressures andpolitical instability.
The Company has in place an annual
redemption facility whereby shareholders
can voluntarily tender their shares. The Board
monitors the relationship between the share
price and the NAV. The Company has taken
powers to re-purchase shares should there
be a sustained imbalance in the supply and
demand leading to a discount. The Company
has powers to issue shares (only at a premium
to NAV) should there be good investment
opportunities and the size of the Company has
not become too large to continue to meet its
objectives.
Key fund management team risk
↔
The Company depends on the diligence,
skill, judgement and business contacts of
the Manager’s investment professionals
and its future success could depend on the
continued service of these individuals.
The Company is managed by a team of two
at Premier Miton, Gervais Williams and Martin
Turner, and this moderates the key man risk
were one or the other to leave Premier Miton’s
employment. Furthermore, the Company
may terminate the Management Agreement
should Gervais Williams cease to be an
employee of the Manager’s group and is not
replaced by a person whom the Company
considers to be of equal or satisfactory
standing within three months of his departure.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
Risk Mitigation Movement
Engagement of third party service providers
↔
The Company has no employees and the
Directors have all been appointed on a non-
executive basis. Whilst the Company has
taken all reasonable steps to establish and
maintain adequate procedures, systems
and controls to enable it to comply with its
obligations, the Company is reliant upon the
performance of third party service providers
for its executive function.
The Company operates through a series
of contractual relationships with its service
providers. These contracts, supported by
service level agreements where appropriate,
set out the terms on which a service is to be
provided to the Company. The Board reviews
performance of all the service providers both
in the Board meetings and in the Management
Engagement Committee meetings, where
the terms on which the service providers
are engaged are also reviewed. The Board
also receives assurance and internal controls
reports from key service providers. In addition,
the contracts provide the Company with
protection in the event of failure to perform by
a service provider.
Major market event, climate change or
geo-political risk
↑
The Company is exposed to stock market
volatility as a result of a major market shock
due to a national or global crisis, geo-political
developments or the effects of climate change.
The impact of such risks, associated with the
portfolio or the Company itself, could result in
disruption to the operations of the Company,
and losses. The Company is exposed to stock
market volatility as a result of a major market
shock due to a national or global crisis, geo-
political developments or the effects of climate
change. The impact of such risks, associated
with the portfolio or the Company itself, could
result in disruption to the operations of the
Company, and losses.
The Board is cognisant of its reliance on the
operations of the third-party suppliers, including
the Manager, to mitigate risks arising from
market events, climate change and geo-political
developments, such as a global pandemic,
Russia’s invasion of Ukraine and the ongoing
conflict in the MiddleEast.
The Manager carefully researches individual
holdings, holds a highly diversified portfolio
and has maintained a cautious stance towards
the use of gearing. The climate risk exposure is
monitored by the Manager. More information is
available in the TCFD product report which was
published in June 2024.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
|
STRATEGIC
REPORT
SHARE CAPITAL
Current Share Capital
As at the year end, there were 236,393,165 ordinary
shares and 50,000 management shares (see
note 9 to the financial statements) in issue,
representing 99.98% and 0.02% of the total share
capitalrespectively).
Share Redemptions
On 6 June 2023, following the 31 May 2023
redemption point, 37,330,005 ordinary shares were
redeemed at a price of 89.35 pence per share and
cancelled by the Company.
Valid redemption requests were received under the
Company’s redemption facility for the 31 May2024
Redemption Point in relation to 82,147,477 ordinary
shares, representing 25.8% of the issued share
capital. The Board resolved to effect the redemption
requests using the redemption pool method. The
82,147,477 were redeemed and cancelled by the
Company on 31 May 2024. Following the year end,
the assets of the redemption pool were realised
and the redemption price for the 31 May 2024
redemption point was 94.86 pence per redeemed
ordinary share.
Purchase of Own Shares
At the AGM held on 17 October 2023, the Directors
were granted the authority to buy back up to
47,749,242 ordinary shares. No ordinary shares have
been bought back under this authority during the
year, nor in prior years. The authority will expire at
the next AGM when a resolution for its renewal will
be proposed (see page 30 for further information).
Any shares bought back under this authority will
not be sold from treasury at a price lower than the
prevailing NAV at that time.
Treasury Shares
Shares bought back by the Company may be held
in treasury, from where they could be re-issued at
a premium to NAV quickly and cost effectively. This
provides the Company with additional flexibility in
the management of its capital base. No shares were
purchased for, or held in, treasury during the year or
since the year end.
Share Issues
At the AGM held on 17 October 2023, the Directors
were granted authority to allot ordinary shares
up to an aggregate nominal amount of £31,854
(i.e up to 31,854,064 ordinary shares, representing
approximately 10% of the issued ordinary share
capital). This authority is due to expire at the
Company’s AGM on 15 October 2024.
The Company has a block listing of ordinary shares
to be listed to the premium segment of the Official
List of the FCA and admitted to trading on the
premium segment of the LSE’s main market.
As at the year end, and as at the date of this Report,
31,929,000shares remain under the block listing.
Proposals for renewal of the Directors’ authority to
issue shares are set out on page 30.
There are no restrictions concerning the transfer
of securities in the Company or on voting rights;
no special rights with regard to control attached
to securities; no agreements between holders of
securities regarding their transfer known to the
Company; and no agreements which the Company
is party to that might affect its control following a
successful takeover bid.
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The Diverse Income Trust plc
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Annual Report 2024
SHARE CAPITAL STAKEHOLDER ENGAGEMENT
Background
Directors have a duty to make decisions that
promote the success of a company for the benefit
of shareholders as a whole. This responsibility is
formally enshrined in section 172 of the Companies
Act 2006, which stipulates that board decisions
must be made with the long-term consequences of
those decisions in mind, including consideration of
the interests of a company’s employees, suppliers,
customers and other stakeholders, the impact on
the community and the environment, and the
desirability of maintaining a reputation for high
standards of business conduct.
During the year, the Board has made a number of
decisions based on these considerations, such as a
formal review of its service providers, detailed further
on page 38. The Board also considers stakeholders'
interests when discussing performance and
investment decisions with theManager.
Stakeholders
As an investment trust, the Company does not
have any employees or customers. Although the
Company does have a number of contracts with
service providers including with the Manager,
the Company Secretary, the Stockbroker, and
the Depositary, it has very few suppliers with the
principal exception of a number of banks in relation
to the Company’s bank accounts. In meeting its
responsibilities under the Companies Act 2006, the
Board makes decisions to promote the success of
the Company for the benefit of its shareholders as a
whole, in the knowledge that the efficient allocation
of capital delivers results for all stakeholders.
Successful companies not only generate a
return for their investors, but also often create
employment, contribute to improved domestic
growth and generate additional tax revenues
for the government. The Board recognises that
effective capital allocation should take account of
the Company’s responsibilities to the environment
in the context of the emerging climate change
agenda as well as to the wider community. As such,
the Company always strives to meet regulators’
requirements. The following section discusses
how the actions taken by and on behalf of the
Company work towards ensuring that the interests
of all stakeholders are appropriately considered
and how those with concerns can most effectively
bring them to the attention of the Board. In line
with the FRC Guidance in relation to section 172(1)
statements, this statement focuses on stakeholders
that are considered key to the Company’s business
and therefore does not cover every stakeholder in
the Company.
Shareholders
The Board is committed to maintaining open
channels of communication and to engaging with
shareholders in a manner which they find most
meaningful, in order to ensure that decisions are taken
with the views of shareholders in mind. These include:
Annual General Meeting – The Company welcomes
and encourages attendance and participation
from shareholders at the AGM and looks forward
to hosting shareholders again at the 2024 AGM.
Shareholders have the opportunity to meet the
Directors and the Manager (Premier Portfolio
Managers Limited) and to address questions to
them directly. There is typically a presentation on the
Company’s performance and on the future outlook;
Shareholder meetings – Unlike trading companies,
shareholders in investment companies often meet
with the investment manager rather than with
members of the board. Shareholders are able to
meet the Manager throughout the period and the
Manager provides information on the Company
and its performance on the Company’s website
and via various social medial channels. Feedback
from numerous meetings between the Manager
and shareholders is shared with the Board. The
Chairman, the Chairman of the Audit Committee
or other members of the Board are available to
meet with shareholders to understand their views
on governance and the Company’s performance
where they wish to do so. With assistance from
the Manager, the Chairman seeks meetings with
shareholders who might wish to meet with him.
Annual Report 2024
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The Diverse Income Trust plc
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STRATEGIC
REPORT
Publications – The Annual Report and Half-Year
results are made available on the Company’s
website and are circulated to those shareholders
requesting hard copies. These reports are designed
to provide shareholders with a clear understanding
of the Company’s portfolio and financial position.
This information is supplemented by a monthly
factsheet which is available on the website.
Feedback and/or questions the Company receives
from shareholders help its reporting to evolve,
the aim being to render the reports and updates
transparent and understandable;
Shareholder concerns – In the event that
shareholders wish to raise issues or concerns with
the Directors, they are welcome to do so at any
time by writing to the Chairman at the registered
office. The Senior Independent Director and
other members of the Board are also available to
shareholders if they have concerns that have not
been addressed through the normal channels; and
Investor relations updates – At every Board meeting,
the Directors receive updates from the Company’s
Stockbrokers, Panmure Liberum Limited, and from
the Company Secretary on share trading activity,
share price performance, the Company’s share
register and investor relations.
Manager
Maintaining a close and constructive working
relationship with the Manager is crucial to the Board.
The Manager’s performance is critical for the Company
to achieve positive and consistent long-term returns
in line with its investment objectives. The Board
meets the Manager on a regular basis, both during
and outside formal Board meetings, and receives
and discusses reports and updates with the Manager
when appropriate. Further details on the relationship
with the Manager can be found on pages 36 and 37.
Suppliers
The Company relies on a diverse range of reputable
advisors for support in meeting its obligations.
The Board maintains regular contact with its key
external providers, namely the Administrator, the
Company Secretary, the Registrar, the Custodian
and the Stockbroker, and receives regular reporting
from them. Their advice, as well as their needs
and views, are regularly taken into account. The
Management Engagement Committee formally
assesses the performance of third party suppliers,
their fees and continuing appointment on an
annual basis, to ensure both that these key service
providers continue to function at an acceptable
level and that they are appropriately remunerated
to deliver the expected level of service. During the
year under review, the Management Engagement
Committee carried out a formal review and
recommended a number of changes including a
revised agreement with the Company's Registrar
and new fund administration arrangements to
take effect in 2025. The Audit Committee reviews
and evaluates the financial reporting control
environments in place at key service providers.
Regulators
The Company can only operate with the approval
of its regulators, who have a legitimate interest
in how the Company operates in the market and
treats its investors and shareholders. The Company
regularly considers the control environment in place
to ensure that it meets its various regulatory and
statutory obligations.
Environment and Community
Given the outsourced nature of the Company’s
operations, the Company has very little direct impact
on the community or the environment. However,
the Manager recognises that it can influence an
investee company’s approach to Environmental,
Social and Governance (“ESG”) matters and discusses
ESG matters with investee companies on a regular
basis. Further information about the Company’s
approach to environmental, human rights, social
and community issues is set out on page 24.
These mechanisms for engaging with stakeholders
are kept under review by the Directors and are
discussed on a regular basis at Board meetings
to ensure that they remain effective. Should
shareholders and other stakeholders of the
Company wish to contact the Chairman, they can
do so by contacting the registered office of the
Company or by sending an email for the attention of
the Chairman at diverse_cosec@linkgroup.co.uk.
STAKEHOLDER ENGAGEMENT CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
STAKEHOLDER ENGAGEMENT CONTINUED MANAGEMENT, SOCIAL, ENVIRONMENTAL
AND DIVERSITY MATTERS
Management Arrangements
The Company appointed Premier Portfolio
Managers Limited as its Alternative Investment
Fund Manager (“AIFM”) and its Manager, following
the novation of the Appointment of Manager
agreement on 24 April 2020. PPM has been
approved as an AIFM by the UK’s FCA.
For the year under review, the Manager received
a management feeof 0.9%per annum on the
average market capitalisation of the Company up to
£300m and 0.8% per annum on the average market
capitalisation between £300m and £500m and 0.7%
per annum on the average market capitalisation
above £500m. With effect from 1 June 2024, the
Manager receives a management fee of 0.8% per
annum on the average market capitalisation of the
Company up to £450m and 0.7% per annum on the
average market capitalisation above £450m.
In addition to the basic management fee, and for so
long as a Redemption Pool (see page 84 for details)
is in existence, the Manager is entitled to receive
from the Company a fee calculated at the rate of
one-twelfth of 1.0% per calendar month of the NAV
of the Redemption Pool on the last business day of
the relevant calendar month.
In accordance with the Directors’ policy on the
allocation of expenses between income and capital,
in each financial year, 75% of the management fee
payable is charged to capital and the remaining
25%to revenue.
The Management Agreement is terminable by
either the Manager or the Company giving to the
other not less than 12 months’ written notice. The
Management Agreement may be terminated
earlier by the Company with immediate effect on
the occurrence of certain events, including the
liquidation of the Manager or appointment of a
receiver or administrative receiver over the whole or
any substantial part of the assets or undertaking of
the Manager or a material breach by the Manager
of the Management Agreement which is not
remedied. The Company may also terminate the
Management Agreement should Gervais Williams
cease to be an employee of the Manager’s group
and is not replaced by a person whom the Company
considers to be of equal or satisfactory standing
within three months of his departure.
The Company has given certain market standard
indemnities in favour of the Manager in respect
of the Manager’s potential losses in carrying on its
responsibilities under the Management Agreement.
The Board appointed Bank of New York Mellon as
its Depositary and Custodian under an agreement
dated 22 July 2014. The annual fee for Depositary
services due to Bank of New York Mellon is 0.02% of
gross assets, subject to a minimum fee of £15,000
per annum. The Company and the Depositary may
terminate the Depositary Agreement with three
months’ written notice.
Company secretarial and administrative services are
provided by Link Alternative Fund Administrators
Limited, under an agreement dated 7 April 2011.
This agreement may be terminated by 12 months’
written notice subject to provisions for earlier
termination as provided therein.
Annual Report 2024
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The Diverse Income Trust plc
|
STRATEGIC
REPORT
Continuing Appointment of the Manager
The Board keeps the performance of the Manager
under continual review, and the Management
Engagement Committee conducts an annual
appraisal of the Manager’s performance, and
makes a recommendation to the Board about
the continuing appointment of the Manager. It is
the opinion of the Directors that the continuing
appointment of the Manager is in the interests of
shareholders as a whole. The reason for this view
is that the Manager has executed the investment
strategy according to the Board’s expectations.
The Directors also believe that by paying the
management fee calculated on a market
capitalisation basis, rather than a percentage of
assets basis, the interests of the Manager are more
closely aligned with those of shareholders.
Environmental, Human Rights, Employee, Social
and Community Issues
Since the Company does not have any employees,
the day-to-day management of these areas is
delegated to the Manager. As an investment
trust, the Company has no direct impact on the
community or the environment, and as such
has no environmental, human rights, social or
communitypolicies.
ESG factors are central to the investment process
as misjudgements on these matters can incur
major additional costs to the portfolio holdings, as
well as undermining their equity return through
reputational damage. In company meetings,
the Manager routinely questions the corporate
management on a variety of topics, such as safety
records and the make-up of their board papers, to
ensure companies are adhering to best practice.
These questions can be quite wide ranging. For
example, the Manager has raised issues ranging
from the use of antibiotics in livestock, to how
individual companies monitor the working
conditions in the overseas plants of their suppliers.
Diversity
The Board of Directors of the Company comprises
two female and three male Directors.
The Company’s Diversity Policy acknowledges
the benefits of greater diversity, including gender
diversity, and the Board remains committed to
ensuring that the Company’s Directors bring a wide
range of skills, knowledge, experience, backgrounds
and perspectives. Details of the Company’s Diversity
Policy and the Company’s reporting against the UK
Listing Rule requirements are set out on pages 35
and 36.
In the year under review, the Board agreed to
change certain Committee Chair and the Senior
Independent Director roles and consequently
Caroline Kemsley-Pein was appointed as the Senior
Independent Director, taking on the role from
Calum Thomson. Calum remains in his role as
Chair of the Audit Committee. Michelle McGrade
was appointed as Chair of the Management
Engagement Committee and the Nomination
Committee, taking on the roles from Caroline
Kemsley-Pein.
The Strategic Report has been approved by the
Board of Directors.
On behalf of the Board
Andrew Bell
Chairman
19 August 2024
MANAGEMENT, SOCIAL, ENVIRONMENTAL
AND DIVERSITY MATTERS
CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
MANAGEMENT, SOCIAL, ENVIRONMENTAL
AND DIVERSITY MATTERS
CONTINUED
DIRECTORS ALL NONEXECUTIVE
Andrew Bell (Chairman of the Board)
Andrew Bell has a depth of experience both as a non-executive director of investment trusts and
in the role of chairman. He is currently a director and the CEO of Witan Investment Trust plc. Prior
to this, his experience included positions at Barclays de Zoete Wedd, Credit Suisse First Boston,
and Carr Sheppards Crosthwaite where he spent 10 years as head of research and strategy. Andrew
was previously a non-executive director of Henderson High Income Trust plc and Framlington
Innovative Growth Trust plc, where he also chaired the audit committee for a period, and Gabelli
Value Plus+ Trust plc, where he was chairman from its launch in 2015 to 2018. Andrew was also
a director of The Association of Investment Companies from 2005 to 2015 and held the position
of chairman for the last two years of his appointment. Appointed as a Director on 1 January
2019 and as Board Chairman on 14 October 2020.
Charles Crole
Charles Crole has over 35 years of executive experience in the asset management sector across
a range of fund management responsibilities. He is currently head of Institutional at Guinness
Global Investors Ltd. He previously served as the Chairman of the Investment Committee
of MacRobert Trust and as a non-executive director of Jupiter Green Investment Trust Plc.
Charles' experience in the asset management sector includes 19years at Schroder Investment
Management Ltd and 12 years at Jupiter Fund Management. In addition, he has held a
number of non-executive and trustee roles and is an associate at the Society for Investment
Professionals. Appointed as a Director on 1 February 2022.
Caroline Kemsley-Pein (Senior Independent Director)
Caroline Kemsley-Pein is a qualified solicitor and has been advising corporate clients for
over 30 years. She is a designated member of Kemsley & Company Solicitors LLP, a specialist
corporate and commercial solicitors’ practice. Caroline has extensive experience of mergers,
acquisitions and disposals of companies and businesses within the UK market, shareholder
and joint venture arrangements, corporate restructuring and complex contractual
arrangements. Appointed as a Director on 1 January 2019.
Michelle McGrade (Chair of the Management Engagement and Nomination Committees)
Michelle McGrade has a depth of experience across the investment management industry,
including asset management and private wealth. Michelle is currently a non-executive
director of M&G Securities Ltd (a subsidiary of M&G established to ensure independent
oversight of their UK regulated funds) and advisor to the Investment Committee at Wealthify,
an online investment platform. Michelle was previously advisor to the Sainsbury’s Pension
Scheme’s Investment Committee, Chief Investment Officer of Virgin Money and Chief
Investment Officer of TD Direct Investing, where she was an executive committee member
and Chair of the Investment Committee. Appointed as a Director on 10 October 2019.
Calum Thomson (Chairman of the Audit Committee)
Calum Thomson is a qualified chartered accountant with over 30 years’ experience in the
financial services industry. For 21 years, he was an audit partner at Deloitte LLP, specialising in
the asset management sector, with clients including a wide range of managers, investment
trusts, banks, sovereign wealth funds, large charities and private equity funds. During his career,
Calum has led Deloitte LLP’s global and UK asset management groups. He is a non executive
director and chairman of the audit committee of AVI Global Trust plc, TPT Retirement Solutions
Ltd and Patria Private Equity Trust plc. Appointed as a Director on 20 December2016.
Annual Report 2024
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The Diverse Income Trust plc
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GOVERNANCE
REPORT OF THE DIRECTORS
The Directors present their report and the financial statements for the year ended 31 May 2024.
In accordance with the Companies Act 2006 (as amended), the UK Listing Rules and the Disclosure
Guidance and Transparency Rules, the Corporate Governance Statement, Directors’ Remuneration Report,
Report from the Audit Committee and the Statement of Directors’ Responsibilities should be read in
conjunction with one another and the Strategic Report. As permitted by legislation, some of the matters
normally included in the Directors’ Report have instead been included in the Strategic Report, as the Board
considers them to be of strategic importance. Therefore, a review of the business of the Company, recent
events, outlook and likely future developments can be found on pages 2 to 24 and information regarding
environmental, social and governance issues can be found on page 24.
Directors
The Directors in office at the date of this report are
shown on page 25.
In accordance with the policy adopted by the
Board, all Directors will stand for re-election at the
forthcoming AGM.
None of the Directors or any persons connected
with them had a material interest in the transactions
and arrangements of, or the agreement with, the
Manager during the year.
Interests in Voting Rights
Information provided to the Company pursuant to
the Financial Conduct Authority’s DTRs is published
on a Regulatory Information Service and on the
Company’s website.
As at 31 May 2024, the following information has
been received, in accordance with DTR 5, from
holders of notifiable interests in the Company’s
issued share capital. The information provided below
was correct at the date of notification; however,
the date it was received may not have been within
the current financial year. It should be noted that
these holdings are likely to have changed since the
Company was notified. However, notification of
any change is not required until the next notifiable
threshold is crossed.
Number of
ordinary
shares
% of
voting
rights*
Nature of
holding as
per disclosure
Evelyn Partners
Limited ,, .
Indirect
interest
Investec Wealth &
Investment Limited ,, . Direct interest
Quilter Investors ,, .
Indirect
interest
Brewin Dolphin Plc ,, .
Indirect
interest
Almitas Capital LLC ,, .
Direct Interest
(.%),
CFD (.%)
Merseyside
Pension Fund ,, . Direct interest
M&G Plc – –
Disposal of
voting rights
Following the year end and as at the date of this
Report, the following information has been received,
in accordance with DTR 5, from holders of notifiable
interests in the Company’s issued share capital.
Number of
ordinary
shares
% of
voting
rights*
Nature of
holding as
per disclosure
Evelyn Partners
Limited ,, .
Indirect
interest
* The percentage of voting rights was calculated at the time that the
relevant disclosures made in accordance with Rule 5 of the DTRs
|
The Diverse Income Trust plc
|
Annual Report 2024
REPORT OF THE DIRECTORS
Results and Dividends
A summary of the Company’s performance during
the year and the outlook for the forthcoming year is
set out in the Strategic Report on pages 2 to 24.
A final dividend of 1.20p is recommended. The
dividends paid or payable in respect of the year
ended 31 May 2024 are set out in note 8 on page 72.
Financial Risk Management
The principal financial risks and the Company’s
policies for managing these risks are set out in
note18 to the financialstatements.
Corporate Governance
The Corporate Governance Statement on pages 33
to 39 forms part of the Report of the Directors.
Going Concern
The Directors consider that it is appropriate to adopt
the going concern basis in preparing the financial
statements. After making enquiries, and bearing in
mind the nature of the business and assets of the
Company and its subsidiary, DIT Income Services
Limited, the Directors consider that the Group has
adequate resources to continue in operational
existence for the foreseeable future. In arriving at
this conclusion, the Directors have considered the
liquidity of the portfolio and the Group’s ability to
meet obligations as they fall due for a period of at
least 12 months from the date that these financial
statements were approved.
In making the assessment, the Directors have
considered the likely potential impacts of political
and economic uncertainty in the UK, global
inflationary pressures and global conflicts on the
Company’s operations and portfolio.
Cash flow projections have been reviewed and show
that the Group has sufficient funds to meet both its
contracted expenditure and its discretionary cash
outflows in the form of the dividend policy.
Viability Statement
The Directors have assessed the viability of the
Company over a three-year period, taking account
of the Company’s position and the risks as set out in
the Strategic Report. The period assessed balances
the long-term aims of the Company, the Board’s view
that the success of the Company is best assessed over
a longer time period and the inherent uncertainty of
looking out for too long a period.
The Board consider it appropriate to continue
to review the viability of the Company over a
three year time period which balances the long
term nature of investing against the short term
liquidity of the investments.
As part of its assessment of the viability of
the Company, the Board has considered the
emerging and principal risks and uncertainties
and the impact on the Company’s portfolio of a
significant fall in UK markets. The Directors do
not expect there to be any significant change in
the current principal risks and adequacy of the
mitigating controls in place over the period of
this assessment.
To provide this assessment, the Board has
considered the Company’s financial position
and its ability to liquidate its portfolio to meet its
expenses or other liabilities as they fall due:
• The Company invests largely in companies
listed and traded on stock exchanges. These
are actively traded, and whilst perhaps less
liquid than larger quoted companies, the
portfolio is well diversified by both number of
holdings and industry sector.
• The expenses of the Company are predictable
and modest in comparison with the assets in
the portfolio. There are no commitments that
would change that position.
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
• The Company has an annual redemption
facility whereby shareholders may request
that their shares are redeemed at NAV. The
Board has considered the possibility that
shareholders holding a significant percentage
of the Company’s shares request redemption.
Firstly, the Board has flexibility over the method
of redemption so as to avoid disruption
to the overall operation of the Company
in this situation. Secondly, the Company’s
investments comprise readily realisable
securities which can be sold to meet funding
requirements if necessary. The most significant
of the Company’s expenses vary in proportion
to the size of the Company.
In addition to considering the emerging and
principal risks on pages 16 to 19 and the financial
position of the Company as described above, the
Board has also considered the following factors:
• the continuing relevance of the Company’s
investment objective in the current
environment;
• the level of demand for the Company’s shares
and that since launch, the Company has been
able to issue further shares;
• the gearing policy of the Company; and
• that regulation will not increase to such an
extent that the costs of running the Company
become uneconomical.
During the year, the Board periodically
reviews key stress tests, which are provided by
the Manager and are based on correlations
from defined historical periods to review
key sensitivities to pre-determined shocks.
The Manager’s Funds Risk Committee and
Investment Oversight Committee review similar
sensitivities or stress tests on a quarterly and
monthly basis respectively. Both committees
have been satisfied when they last convened
that there were no undue risks or sensitivities of
concern for the Trust.
Accordingly, the Directors have formed the
reasonable expectation that the Company will
be able to continue in operation and meet its
liabilities as they fall due over the next three years.
Company Culture
The Company’s defined purpose is to deliver our
investment objective: to pay shareholders a good
and growing dividend income. The Directors
believe that this will be facilitated by establishing
and maintaining a healthy corporate culture
among the Board and in its interaction with the
Manager, shareholders and other stakeholders.
The Board strives for its culture to be in line with
the Company’s purpose, values and strategy.
Whilst ensuring that it does not conflict with
the investment objective, the Board aims to
structure the Company’s operations in such a
manner that it takes all its stakeholders and
the impact of the Company’s operations on the
environment and community into account.
In addition, the Board promotes and monitors
the effective management or mitigation of the
risks faced by the Company.
As the Company has no employees and acts
through its Board and service providers, its
culture is represented by the values and
behaviour of those parties. Accordingly, the
Board assesses and takes account of the
organisational effectiveness of its service
providers (including “soft” factors such as
openness and teamwork) as well as their
regulatory compliance. The Board is responsible
for ensuring that the Company’s culture is
embedded in its day to day operations and it has
adopted a number of policies and practices to
facilitate this. In recognition of the Company’s
corporate and social responsibilities and to
safeguard the Company’s interests, the Board
engages with the Company’s service providers
and other stakeholders. As part of this ongoing
monitoring, the Board receives reports from
its service providers with respect to their
anti-bribery and corruption policies; Modern
Slavery Act 2015 statements; equal opportunities
and diversity policies; and greenhouse gas and
energy use reporting.
REPORT OF THE DIRECTORS CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
Greenhouse Gas Emissions, Task Force on Climate-
related Financial Disclosures (TCFD) Reporting and
Sustainability Disclosure Requirements (SDR)
The Company has no greenhouse gas emissions
to report from its operations (2023: none), nor
does it have responsibility for any other emissions
producing sources under the Companies Act
2006 (Strategic Report and Directors’ Report)
Regulations 2013, including those within its
underlying investment portfolio. Where a
large company does not consume more than
40,000 kWh of energy in a reporting period, it
qualifies as a low energy user and is exempt
from reporting under these regulations. This
exemption applies to the Company.
There is no requirement for disclosures under
The Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018, implementing the UK
government's policy on Streamlined Energy and
Carbon Reporting.
The Company notes the TCFD recommendations
on climate-related financial disclosures. The
Company is an investment trust with no
employees, internal operations or property
and, as such, it is exempt from the UK Listing
Rules requirement to report against the
TCFD framework. However, as a regulated
entity, PFM as investment Manager,
produces firm and product level TCFD
reports, including for this Trust, which are
published to its website and can be found at
www.diverseincometrust.com/documents/.
The Company does not have explicit sustainability
investment objectives or policies and does
not intend to seek to apply a sustainability
label under the FCA’s UK SDR and investment
labelsregime.
Requirements of the UK Listing Rules
UK Listing Rule 6.6.4 requires the Company
to include specified information in a single
identifiable section of the Annual Report or
a cross reference table indicating where the
information is set out. The Directors confirm that
there are no disclosures required in relation to
UK Listing Rule 6.6.1.
Audit Information
The Directors who held office at the date of
approval of the Report of the Directors confirm
that, so far as they are aware, there is no relevant
audit information of which the Company’s
Auditor is unaware; and each Director has taken
all the steps that he/she ought to have taken
as a Director to make himself/herself aware of
any relevant audit information and to establish
that the Company’s Auditor is aware of that
information.
Auditor
BDO LLP has expressed its willingness to
continue in office as Auditor of the Company
and resolutions for its reappointment and
to authorise the Audit Committee to agree
its remuneration will be proposed at the
forthcoming AGM.
Annual General Meeting
The Notice of the AGM to be held on 15 October
2024 (the “Notice”) is set out on pages 89 to 94.
Shareholders are being asked to vote on various
items of business, being:
• the receipt and adoption of the Strategic
Report, the Reports of the Directors and
Auditor and the audited financial statements
for the year ended 31 May 2024;
• the receipt and approval of the Directors’
Remuneration Report;
• the re-election of Directors;
• the re-appointment of BDO LLP as Auditor and
the authorisation of the Audit Committee to
determine the remuneration of the Auditor;
• the approval of a final dividend;
• the granting of authorities in relation to the
allotment of shares;
• the disapplication of pre-emption rights for
certain issues of shares;
• the purchase by the Company of its own
shares;
REPORT OF THE DIRECTORS CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
• the holding of general meetings on not less
than 14 clear days’ notice; and
• the cancellation of the Company’s share
premium account.
Resolutions 1 to 11 will be proposed as ordinary
resolutions and Resolutions 12 to 15 will be proposed
as specialresolutions.
Authority to Issue Shares and Disapplication of
Pre-Emption Rights
An ordinary resolution to authorise the Directors to
allot ordinary shares up to an aggregate nominal
amount of £23,639, equal to approximately 10% of
the Company’s issued ordinary share capital, will be
proposed as Resolution 11.
Resolution 12, a special resolution, is being proposed
to authorise the Directors to issue ordinary shares
for cash and to disapply the pre-emption rights of
existing shareholders in relation to issues of ordinary
shares under Resolution 11 (being in respect of up to
10% of the Company’s issued share capital as at the
date of the Notice). Shares would only be issued at a
price at or above the prevailing NAV per share.
As at the date of the Notice, the Company holds no
shares in treasury.
These authorities, if approved by shareholders,
will expire at the AGM to be held in 2025, when
resolutions for their renewal will be proposed.
The Directors will only issue new shares if they
believe it would be in the best interests of the
Company’sshareholders.
Purchase of Own Shares
Resolution 13, a special resolution, will renew the
Company’s authority to make market purchases
of up to 14.99% of the Company’s ordinary shares,
either for cancellation or placing into treasury at
the determination of the Directors. Purchases of
ordinary shares will be made within guidelines
established from time to time by the Board. Any
purchase of ordinary shares would be made only out
of the available cash resources of the Company. The
maximum price which may be paid for an ordinary
share must not be more than the higher of (i) 5%
above the average of the mid-market values of the
ordinary shares for the five business days before
the purchase is made, or (ii) the higher of the price
of the last independent trade and the highest
current independent bid for the ordinary shares.
The minimum price which may be paid is 0.1p per
ordinary share.
The Directors would use this authority to address
any significant imbalance between the supply and
demand for the Company’s ordinary shares and to
manage the discount to NAV at which the ordinary
shares trade. Ordinary shares will be repurchased
only at prices below the NAV per ordinary share,
which should have the effect of increasing the NAV
per ordinary share for remaining shareholders.
This authority will expire at the AGM to be held in
2025 when a resolution to renew the authority will
beproposed.
Notice Period for General Meetings
Resolution 14 is a special resolution that will give the
Directors the ability to convene general meetings,
other than annual general meetings, on a minimum
of 14 clear days’ notice. The minimum notice period for
annual general meetings will remain at 21 clear days.
The approval will be effective until the Company’s
AGM to be held in 2025, at which it is intended that
renewal will be sought. The Company will have to
offer facilities for all shareholders to vote by electronic
means for any general meeting convened on 14 days’
notice. The Directors will only call a general meeting
on 14 days’ notice where they consider it to be in the
interests of shareholders to do so and the relevant
matter is required to be dealt with expediently.
Cancellation of share premium account
Resolution 15, a special resolution, is proposed to
cancel the entire amount standing to the credit of
the Company's share premium account (the "Share
Premium Account"). The cancellation of the Share
Premium Account is proposed to be completed
by means of a Court-approved capital reduction as
described below (the “Capital Reduction”) subject to
the passing of Resolution 15.
REPORT OF THE DIRECTORS CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
Background to the Capital Reduction
The Share Premium Account currently stands at
£197,039,814.60. The reserves represented by the
Share Premium Account can only be used for very
limited applications and cannot, for example, be
used to pay dividends or be applied against future
buybacks. By cancelling the amount standing to the
credit of the reserve through the Capital Reduction,
the Company will increase its distributable reserves
which can be used for the future payment of
dividends to shareholders or to carry out share
buybacks should it be desirable to do so.
On completion of the Capital Reduction, the
Company’s entire Share Premium Account will
be cancelled and, subject to the Court being
satisfied with the Company’s approach to creditors
as outlined below, an equivalent amount will be
added to the Company’s distributable reserves. The
completion of the Capital Reduction will not affect
the rights attaching to the ordinary shares and will
not result in any change to the number of ordinary
shares in issue. Neither will the Capital Reduction
involve a return of capital to shareholders nor any
reduction in the Company’s net assets.
Procedure for completing the Capital Reduction
The Company must obtain shareholders'
consent in order to implement the Capital
Reduction. Resolution 15, as contained in the
Notice, will (subject to confirmation of the Court)
cancel the amount standing to the credit of the
Share Premium Account.
The Company is not restricted in any way
by the Articles from carrying out the Capital
Reduction and is, therefore, seeking approval of its
shareholders to the Capital Reduction pursuant to
Resolution 15 at the AGM.
The Company intends that an application will
be made for the Court to approve the Capital
Reduction as soon as reasonably practicable
after the Annual General Meeting, provided that
Resolution 15 is passed as a special resolution. The
Capital Reduction will take effect when an order of
the Court confirming the Capital Reduction, and a
statement of capital approved by the Court, have
been registered with the Registrar ofCompanies.
In considering the Company’s application for the
Court Order, the Court will need to be satisfied that
the interests of any creditors (including contingent
creditors) of the Company, whose debts remain
outstanding on the date on which the Court Order
is registered, are not prejudiced by the Capital
Reduction. The Directors intend to take such
steps to satisfy the Court in this regard as they
considerappropriate.
Provided that the Capital Reduction is approved
by shareholders and the Court, and subject to
any direction given by the Court in confirming
the Capital Reduction and/or the terms of any
undertaking given by the Company in relation to
the reserve which arises, the amount standing
to the credit of the Share Premium Account
so cancelled will be credited to a distributable
reserve of the Company. The distributable reserve
so created would then be available to be applied
towards the future payment of dividends and for
the purposes of future share buybacks.
If the special resolution to approve the Capital
Reduction is not passed by the requisite majority
of shareholders at the AGM or Court approval
is not obtained, the Capital Reduction will not
proceed. The Directors also retain the right not to
proceed with the Capital Reduction, at their sole
discretion, in circumstances where they consider
that to do so would be inappropriate or inadvisable
or no longer in the best interests of shareholders,
including where any unforeseen event arises or in
circumstances where the Court imposes conditions
on the confirmation of the Capital Reduction
that are not satisfactory to the Company. In these
circumstances the distributable reserve intended
to be created by the Capital Reduction will not be
available for use by the Company for the purposes
described above.
REPORT OF THE DIRECTORS CONTINUED
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GOVERNANCE
Recommendation
Full details of the above resolutions are contained in
the Notice.
The Directors consider that all the resolutions to
be proposed at the AGM are in the best interests
of the Company and its members as a whole.
The Directors unanimously recommend that
shareholders vote in favour of all the resolutions, as
they intend to do in respect of their own beneficial
holdings.
Other Information
Information on future developments, the share
capital and financial risks is detailed in the
StrategicReport and the Shareholder Information
on pages 85 and 86.
By order of the Board
Link Alternative Fund Administrators Limited
Secretary
19 August 2024
REPORT OF THE DIRECTORS CONTINUED
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Annual Report 2024
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement forms part of the Report of the Directors.
The Company is committed to maintaining high
standards of corporate governance and the Board is
accountable to shareholders for the governance of
the Group’s affairs.
Statement of Compliance
The Board of Diverse has considered the principles
and recommendations of the AIC Code of Corporate
Governance for Investment Companies (“AIC Code”)
published in February 2019. The AIC Code addresses
all the principles set out in of the UK Corporate
Governance Code (“UK Code”), as well as setting
out additional principles and recommendations on
issues that are of specific relevance to investment
trusts. The Board considers that reporting against
the principles and recommendations of the AIC
Code provides better information to shareholders.
The FRC, the UK’s independent regulator for
corporate reporting and governance responsible
for the UK Code, has endorsed the AIC Code. The
terms of the FRC’s endorsement mean that AIC
members who report against the AIC Code meet
fully their obligations under the UK Code and the
related disclosure requirements contained in the UK
ListingRules.
A copy of the AIC Code can be obtained via the AIC
website, www.theaic.co.uk. A copy of the UK Code
can be obtained at www.frc.org.uk.
The Company has complied with the
recommendations of the AIC Code and the relevant
provisions of the UK Code, except as set out below.
The UK Code includes provisions relating to:
• the role of the chief executive;
• executive directors’ remuneration; and
• the need for an internal audit function.
The Board considers that these provisions are not
relevant to the position of the Company, being
an externally-managed investment company.
In particular, all of the Company’s day-to-day
management and administrative functions are
outsourced to third parties. As a result, the Company
has no executive Directors, employees or internal
operations. The Company has therefore not reported
further in respect of these provisions.
The Board of Directors
The Board consists entirely of non-executive
Directors and has no employees.
Under the leadership of the Chairman, the Board is
responsible for all matters of direction and control
of the Company and its subsidiary, including
its investment policy and strategy, and no one
individual has unfettered powers of decision. The
Articles of Association may only be amended by way
of a special resolution of shareholders. The Directors
possess a wide range of business and financial
expertise relevant to the direction of the Company
and consider that they commit sufficient time to
the Company’s affairs. Brief biographical details of
the Directors, including details of their significant
commitments, can be found on page 25.
None of the Directors has a service contract, but
letters of appointment setting out the terms of their
appointment are in place. Directors are not entitled
to any compensation for loss of office. Copies of the
letters of appointment are available on request from
the Secretary and will be available at the AGM.
The Board has adopted a Diversity Policy, which
acknowledges the benefits of greater diversity,
including gender and ethnic diversity, and remains
committed to ensuring that the Company’s
Directors bring a wide range of skills, knowledge,
experience, backgrounds and perspectives to the
Board. Whilst the Board does not feel that it would
be appropriate to set targets as all appointments
are made on merit, the following objectives for the
appointment of Directors have been established:
• all Board appointments will be made on merit,
in the context of the skills, knowledge and
experience that are needed for the Board to be
effective; and
• long lists of potential non-executive Directors
should include diverse candidates of
appropriate merit.
REPORT OF THE DIRECTORS CONTINUED
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GOVERNANCE
Chairman
The Chairman leads the Board and is responsible for
its overall effectiveness in directing the Company.
He promotes a culture of openness and debate
and facilitates constructive Board relations and the
effective contribution of all Directors. In liaison with
the Company Secretary, he ensures that the Directors
receive accurate, timely and clear information.
The Board continually monitors the independence
of the Chairman. The current Chairman, Andrew
Bell, is deemed by his fellow independent Board
members to be independent and to have no
conflicting relationships. Mr Bell considers
himself to have sufficient time to commit to the
Company’saffairs.
Senior Independent Director
Ms Kemsley-Pein was appointed to the role of Senior
Independent Director on 20 May 2024. She provides
a channel for any shareholder concerns regarding
the Chairman and takes the lead in the annual
evaluation of the Chairman by the independent
Directors. In the event the Company experiences a
period of stress, the Senior Independent Director
would work with the Chairman, the other Directors
and/or shareholders to resolve any issues.
The role and responsibilities of the Chairman and
the Senior Independent Director are clearly defined
and set out in writing, copies of which are available
on the Company’s website.
Board Operation
The Directors meet at regular Board meetings,
held at least four times a year, with additional
meetings arranged as necessary. During the year to
31 May 2024, the number of Board and Committee
meetings attended by each Director were as follows:
Scheduled
Board
meetings
Audit
Committee
meetings
Management
Engagement
Committee
meetings
Nomination
Committee
meeting
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Andrew
Bell 4 4 2 2 2 2 1 1
Charles
Crole 4 4 2 2 2 2 1 1
Caroline
Kemsley-
Pein 4 4 2 2 2 2 1 1
Michelle
McGrade 4 4 2 2 2 2 1 1
Calum
Thomson 4 4 2 2 2 2 1 1
No meetings of the Disclosure Committee were held during the year.
In addition to the scheduled Board meetings
detailed above, the Board held a number of further
ad hoc meetings to discuss matters such as the
redemption point and general strategy.
The Board has formalised arrangements under
which the Directors, in the furtherance of their
duties, may take independent professional advice at
the Company’s expense.
The Company has arranged a Directors’ and Officers’
liability insurance policy which includes cover for
legal expenses. The Company has provided each
of the Directors of the Company, subject to the
provisions of UK legislation, with an indemnity in
respect of liabilities which they may sustain or incur
in connection with the discharge of their duties as a
Director. The indemnity also covers reasonable legal
and other defence expenses, although these would
have to be repaid in the event of a conviction. Deeds
of Indemnity in favour of each of the Directors
were executed on behalf of the Company on their
appointment. There are no other qualifying third
party indemnity provisions in place.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Annual Report 2024
Board Evaluation
The Directors are aware that they need to
continually monitor and improve performance and
recognise this can be achieved through regular
Board evaluation, which provides a valuable
feedback mechanism for improving Board
effectiveness. The Board has therefore opted to
undertake an internal performance evaluation by
way of questionnaires specifically designed to assess
the strengths and independence of the Board
and the Chairman, individual Directors and the
performance of its Committees. The questionnaires
are also intended to analyse the focus of Board
meetings and assess whether they are appropriate,
or if any additional information may be required
to facilitate Board discussions. Any training needs
identified as part of the Board evaluation process
are added to the next Board meeting agenda.
The evaluation process was carried out following
the year end and was conducted by the Chairman.
Caroline Kemsley-Pein, as the Senior Independent
Director, led the appraisal of the Chairman.
As a result of the evaluation, the Board considers
that it, as a whole, functions effectively and that all of
the current Directors provide valuable contributions
and have the skills and experience relevant to the
future leadership and direction of the Company.
During the performance evaluation, each Director’s
continued commitment to their responsibilities and
their ability to devote the necessary time and effort
to understand the Company’s activities, objectives
and risks was assessed. All Directors were deemed
to demonstrate sufficient commitment and to
devote sufficient time to their responsibilities. The
Board acknowledges that some of its Directors
have a number of external appointments and this
is kept under close review. The majority of these
appointments are non-executive positions at
investment trusts and as the Directors are seen to be
responsive and demonstrate that they have sufficient
time to fulfill their obligations to the Company, the
Board welcomes the experience that these external
appointments bring. The Board therefore believes
that it is in the best interests of shareholders that
each of the Directors is re-elected.
Independence of Directors
In accordance with the AIC Code, the Board
has reviewed the independent status of each
individual Director and the Board as a whole. In
the Board’s opinion, all Directors are considered to
be independent of the Manager in both character
andjudgement.
The Board has reviewed and affirmed Michelle
McGrade's independence, in consideration of her
role as a non-executive director of M&G Securities
Ltd (MGSL), a subsidiary of M&G plc. Previously,
M&Gplc held a significant share in the Trust,
for which MGSL had no oversight or investment
responsibility, but the holding was divested by M&G
plc during the financial year under review.
The Board is of the view that, having reviewed all
required factors, all Directors met, and continue
to meet, the independence criteria set out in the
AICCode.
The Board’s policy on diversity is to ensure that
the Directors on the Board have a broad range of
experience, skills and knowledge, with diversity of
thinking, background and perspective.
Appointments to the Board are made on merit
against objective criteria, having regard to the
benefits of diversity and the current and future
needs of the business and the other factors set out
in the AIC Code.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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GOVERNANCE
Diversity, including, but not limited to, gender,
social background, ethnicity, age, sexual orientation,
disability and professional and industry specific
knowledge, is an important consideration in
ensuring that the Board and its committees have
the right balance of skills, experience, independence
and knowledge necessary to discharge their
responsibilities. The Board notes the FCA rules on
diversity and inclusion on company boards, namely,
that:
a) At least 40% of individuals on the Board to be
women;
b) At least one of the senior Board positions to
be held by a woman (such as Chair, Senior
Independent Director, Chief Executive Officer
(“CEO”) or Chief Financial Officer (“CFO”); and
c) At least one individual on the Board to be
from a minority ethnic background.
In accordance with UK Listing Rule 6 Annex 1, the
below tables, in prescribed format, show the gender
and ethnic background of the Directors at the date
of this Report.
Gender Diversity:
Gender identity or sex
Number of Board
members
Percentage on
the Board
Number of
senior positions
on the Board
†
Men 3 60% 1
‡
Women 2 40% 1
‡
Not specified/prefer not to say – – –
Ethnic background:
Number of Board
members
Percentage on
the Board
Number of
senior positions
on the Board
White British or other White
(including minority white groups) 5 100% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black
British
– – –
Other ethnic group, including Arab – – –
Not specified/prefer not to say – – –
† Senior positions specified by the UK Listing Rules are CEO, CFO, senior
independent director, and chair.
‡ As the Company is managed externally, and there are no executive
roles, the Company only has two of the senior roles specified by the UK
ListingRules, namely Senior Independent Director and Chair, the former
occupied by a woman and the latter by a man. However, the Company
considers that the Chair of the Audit Committee is a senior position, this
role is currently carried out by a man.
The data in the above tables was collected through
self-reporting by the Directors.
As at 31 May 2024 the Board comprised of five
members. The gender breakdown is as follows: 2
female (40%); 3 male (60%). The ethnic diversity
target (that at least one individual on the Board is
from a minority ethnic background) has not been
met. Whilst the Board does not feel that it would
be appropriate to set targets as all appointments
must be made on merit, the Board supports the
recommendations for senior positions to be held
by female directors and ethnic representation
on the Board, and both of these factors are key
considerations in succession planning.
Election/re-election of Directors
Under the Company’s Articles of Association and in
accordance with the AIC Code, Directors are required
to retire at the first AGM following their appointment.
Thereafter, the Board has agreed a policy whereby
all Directors will seek annual re-election at
the Company’s AGMs. This is in line with the
recommendations of the AIC Code. The maximum
length of service for any Director, including the
Chairman, will be nine years following first election.
Board Responsibilities and Relationship with the
Manager
The Board is responsible for the determination and
implementation of the Company’s investment
policy and strategy and has overall responsibility
for the Company’s activities, including the review of
investment activity and performance, control and
supervision of the Manager. The Board’s main roles are
to create value for shareholders, to provide leadership
to the Company and to approve the Company’s
strategic objectives. The Board has adopted a
schedule of matters reserved for decision by the
Board, and specific responsibilities include: reviewing
the Company’s investments, asset allocation, gearing
policy, cash management, Peer Group performance,
investment outlook and revenue forecasts and
outlook. This schedule is reviewed regularly and is
made available on the Company's website.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Annual Report 2024
The Company’s day-to-day functions have been
subcontracted to a number of service providers,
each engaged under separate legal agreements.
The management of the Group’s assets has been
delegated to the Manager which has discretion
to manage the assets in accordance with the
Company’s investment objective and policy.
At each Board meeting the Directors follow a
formal agenda, which is circulated in advance by
the Secretary. The Secretary and Manager regularly
provide financial information, together with briefing
notes and papers in relation to changes in the
Company’s economic and financial environment,
statutory and regulatory changes and corporate
governance best practice.
At each Board meeting, a representative from the
Manager is in attendance to present verbal and
written reports covering the Company’s activity,
portfolio and investment performance over the
preceding period. Ongoing communication with
the Board is maintained between formal meetings.
The Board and the Manager operate in a fully
supportive, co-operative and open environment.
Conflicts of Interest
The Articles of Association permit the Board to
consider and, if it sees fit, to authorise situations
where a Director has an interest that conflicts, or
may possibly conflict, with the interests of the Group.
A formal system is in place for the Board to consider
authorising such conflicts, whereby the Directors
who have no interest in the matter decide whether
to authorise the conflict and any conditions to be
attached to such authorisations.
Board Committees
During the year, the Company had three Committees
in operation, the Audit Committee, the Management
Engagement Committee and the Nomination
Committee. Given the size of the Board, it is not felt
appropriate for the Company to have a separate
remuneration committee. The functions that would
normally be carried out by this committee are dealt
with by the full Board.
The terms of reference of the Committees
are available on the Company’s website at
www.diverseincometrust.com.
Audit Committee
The Audit Committee comprises all Directors
and is chaired by Calum Thomson. Andrew Bell,
the Company’s Chairman, is a member of the
Audit Committee. His membership of the Audit
Committee is considered appropriate given
the small size of the Board and the Chairman’s
knowledge of the financial services industry. The
Board considers that the members of the Audit
Committee have the requisite skills and experience
to fulfil the responsibilities of the Audit Committee
and competence relevant to the investment trust
sector. Mr Thomson is a qualified accountant
with over 25 years’ experience in the financial
servicesindustry.
A Report from the Chairman of the Audit
Committee is set out on pages 40 to 42.
Management Engagement Committee
The Management Engagement Committee
comprises all the Directors and has been chaired
by Michelle McGrade since 20 May 2024. The
Committee meets at least once a year to review the
performance of the Manager’s obligations under
the Management Agreement and to consider any
variation to the terms of the agreement, and reports
its findings to the Board. The Committee met twice
during the year to consider the performance of
the Manager and other service providers over the
preceding financial period.
In reaching its recommendation to the Board about
the continuing appointment of the Manager, the
Committee’s deliberations include consideration
of the fee basis for other companies in the Peer
Group, the performance of the Company against
its Peer Group, the share volatility against that of
other companies in the Peer Group and shareholder
feedback (see Continuing Appointment of the
Manager on page 24).
CORPORATE GOVERNANCE STATEMENT CONTINUED
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GOVERNANCE
The Management Engagement Committee also
reviews annually the performance of the Secretary,
the Depositary, the Custodian and the Registrar and
any matters concerning their respective agreements
with the Company. Further to this review during the
year, the Committee recommended a number of
changes including a change of Fund Administrator
to take effect in 2025 and revised terms to the
Registrar agreement.
Nomination Committee
The Nomination Committee comprises all Directors,
as all are non-executive and considered independent.
The Nomination Committee has been chaired by
Michelle McGrade since 20 May 2024. The Committee
considers succession planning and leads the process
for new appointments, considering the skills,
knowledge, experience and diversity required for the
Board. The Committee meets at least once a year.
Stewardship Responsibilities and the Use of
VotingRights
The Board delegates the day-to-day responsibilities
regarding the engagement with investee
companies to the Company’s Manager. However,
the Board retains oversight of this process
through regular updates from the Manager on
its engagement activities, and by reviewing the
Manager’s stewardship and voting policies.
PPM engages with the Company's underlying
investee companies on all areas of ESG, with
particular focus on governance. It is becoming ever
more prominent that companies that do not display
good governance may struggle to access capital
in the future, especially at the smaller end of the
market cap spectrum. Two areas of focus have been
board composition and remuneration, to ensure
that boards include members who are suitably
qualified and management are being appropriately
rewarded for their successes.
Concerning voting, the managers use the
independent proxy voting service Institutional
Shareholder Service (“ISS”) to provide them with
research on the proposed resolutions for each
investee company. However, they use them in a
research capacity only; the final decisions are always
taken on an active basis having considered the
merits of each on a case-by-case basis.
Company Secretary
The Board has direct access to the advice and
services of the Secretary, Link Alternative Fund
Administrators Limited, which is responsible for
ensuring that the Board and Committee procedures
are followed and that applicable regulations are
complied with. The Secretary is also responsible
to the Board for ensuring timely delivery of the
information and reports and that the relevant
statutory obligations of the Company are met.
Internal Control Review
The Directors are responsible for the risk
management and systems of internal control
relating to the Company and its subsidiary, and the
reliability of the financial reporting process and for
reviewing their effectiveness.
The Directors have reviewed and considered the
guidance supplied by the FRC on Risk Management,
Internal Control, and Related Finance and
Business Reporting and an ongoing process has
been established for identifying, evaluating and
managing the principal risks faced by the Group.
This process, which is regularly reviewed, together
with key procedures established with a view to
providing effective financial control, was in place
during the year under review and at the date of the
signing of this Report. The internal control systems
are designed to ensure that proper accounting
records are maintained, that the financial
information on which business decisions are made
and which are issued for publication is reliable and
that the assets of the Company are safeguarded.
The risk management process and Group systems of
internal control are designed to manage rather than
eliminate the risk of failure to achieve the Company’s
objectives. It should be recognised that such
systems can only provide reasonable, not absolute,
assurance against material misstatement or loss.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Annual Report 2024
The Directors have carried out a review of the
effectiveness of the Group’s risk management and
internal control systems as they have operated
over the period and up to the date of approval of
the report and financial statements. There were
no matters arising from this review that required
further investigation and no significant failings or
weakness were identified.
Internal Control Assessment Process
Regular risk assessments and reviews of internal
controls are undertaken in the context of the
Company’s overall investment objective. The Board,
through the Audit Committee, has identified risk
management controls in four key areas: corporate
strategy; published information and compliance
with laws and regulations; relationships with service
providers; and investment and business activities. In
arriving at its judgement of what risks the Company
faces, the Board has considered the Company’s
operations in the light of the following factors:
• the nature and extent of risks which it regards
as acceptable for the Company to bear within
its overall business objective;
• the threat of such risks becoming reality;
• the Company’s ability to reduce the incidence
and impact of risk on its performance; and
• the cost to the Company and benefits related
to the Company and third parties operating
the relevant controls.
A risk matrix has been produced against which the
risks identified and the controls in place to mitigate
those risks can be monitored. The risks are assessed
on the basis of the likelihood of them happening,
the impact on the business if they were to occur and
the effectiveness of the controls in place to mitigate
them. This risk matrix is reviewed twice a year by the
Audit Committee and at other times as necessary.
The emerging and principal risks that have been
identified by the Board are set out on pages 16 to 19.
The Board reviews financial information produced by
the Manager and the Administrator on a regular basis.
Most functions for the day-to-day management
of the Company are sub-contracted, and the
Directors therefore obtain regular assurances and
information from key third party suppliers regarding
the internal systems and controls operated in their
organisations. In addition, each of the third parties
is requested to provide a copy of its report on
internal controls each year, which is reviewed by the
Audit Committee, together with letters of comfort
confirming that those controls were still in operation
at the Company’s year end.
Shareholder Relations
Communication with shareholders is given a high
priority by both the Board and the Manager and
the Directors are available to enter into dialogue
with shareholders. The Manager and the Company’s
Stockbroker, Panmure Liberum Limited, arein
regular contact with the major institutional
investors and report the results of all meetings and
the views of those shareholders to the Board on a
regular basis. The Chairman and the other Directors
are available to attend these meetings with
shareholders ifrequired.
All shareholders are encouraged to attend and vote at
the AGM, during which the Board and the Manager will
be available to discuss issues affecting the Company
and answer any questions. Shareholders wishing to
communicate directly with the Board or to lodge a
question in advance of the AGM should contact the
Secretary at the address on page 101 or by emailing
diverse_cosec@linkgroup.co.uk. The Company always
responds to letters fromshareholders.
The Annual and Half-Yearly Reports of the Company
are prepared by the Board and its advisers to
present a full and readily understandable review of
the Company’s performance. Copies are released
to the London Stock Exchange, dispatched to
shareholders and are also available from the
Secretary or by downloading from the Company’s
website, www.diverseincometrust.com.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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GOVERNANCE
I am pleased to present the Audit Committee
Report for the year ended 31 May 2024.
Role of the Audit Committee
The primary responsibilities of the Audit Committee are:
• to monitor the integrity of the financial
statements of the Company and the Group,
and review the financial reporting process and
the accounting policies of the Company;
• to provide advice to the Board on whether
the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Company's position
and performance, business model and
strategy;
• to keep under review the effectiveness of the
Company’s and the Group’s internal control
environment and risk management systems;
• to make recommendations to the Board in
relation to the re-appointment or removal of the
external auditor and to approve its remuneration
and terms of engagement, including the
provision of any non-audit services;
• to review the effectiveness of the audit process;
• to review and monitor the auditor’s
independence and objectivity; and
• to report to the Board on how it has discharged
its responsibilities.
The Audit Committee has direct access to the
Company’s Auditor, BDO LLP, and provides a forum
through which the Auditor reports to the Board.
Representatives of the Auditor attend meetings of
the Audit Committee on a regular basis.
Matters Considered in the Year
The Audit Committee met twice during the year
under review and once post the year end. It has:
• reviewed the internal controls and risk
management systems of the Company and its
third party service providers;
• agreed the audit plan with the Auditor,
including the principal areas of focus, and
agreed the audit fee;
• received and discussed with the Auditor their
report on the results of the audit;
• made recommendations to the Board in
relation to the re-appointment of the Auditor;
• reviewed the Group’s financial statements
and discussed the appropriateness of the
accounting policies adopted;
• met with the Manager to discuss and
challenge the valuation of investments; and
• Discussed and challenged the Auditor in
relation to the impact of movements in the fair
market value of the redemption pool.
The Audit Committee has reviewed and where
appropriate, updated the risk matrix. This is done
on a six-monthly basis. During the year the Audit
Committee considered the size of the Company
and reviewed the impact of supply shortages,
inflationary pressures, political instability in the UK
and global conflicts on the risksidentified.
The Audit Committee receives a report on internal
controls and compliance from the Manager’s
Compliance Officer on a six-monthly basis and
discusses this with the Manager. The Manager has
in place a compliance monitoring plan for testing
of controls as an alternative to establishing a separate
internal audit function. The Audit Committee also
receives reports from the Depositary and Custodian
at least once a year. No significant issues or
concerns arose from these reports. Reports from
the Company’s other service providers were also
reviewed and no significant matters of concern
wereidentified.
In the light of these reports and controls that are in
place, the Audit Committee does not consider that
an internal audit function would provide sufficient
additional comfort to warrant the extra costs to
theCompany.
AUDIT COMMITTEE REPORT
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The Diverse Income Trust plc
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Annual Report 2024
The Audit Committee monitors and reviews the
effectiveness of the external audit process for
the Annual Report, including a detailed review
of the audit plan and the audit results report,
and makes recommendations to the Board on
the re-appointment, remuneration and terms of
engagement of the Auditor.
The Audit Committee was satisfied with the overall
approach to the audit for the year under review. The
assessment by the Committee took into account
the experience and tenure of the audit partner and
team, the nature and level of services provided, and
confirmation that the Auditor has complied with
independence standards. The Audit Committee
also reviews a copy of the latest FRC Audit Quality
Inspection Report on the Auditor.
Significant Issue Mitigation
The valuation and ownership of the investment
portfolio.
The Board relies on the Administrator and the
Manager to use correct listed prices and seeks
comfort in the testing of this process through the
internal control statements. This was discussed
with the Administrator, Manager and Auditor at the
conclusion of the audit of the financial statements.
The Audit Committee has also discussed, challenged
and agreed with the Manager the use of and
approach to the valuation of listed bonds. Regular
updates are provided to the Directors about the
activities and valuations of any unquoted holdings.
The Company uses the services of an independent
Depositary (The Bank of New York Mellon
(International) Limited) to hold the assets of the
Company. The Depositary checks the consistency of
its records with those of the Manager on a monthly
basis and reports to the Audit Committee twice a year.
The allocation of special dividends between
revenueand capital.
The Audit Committee has also reviewed and
confirmed with the Manager, Administrator and
Auditor the treatment of special dividends.
Review of Going Concern and Viability At each of its meetings, the Audit Committee reviews
and discusses a Going Concern assessment paper
provided by the Manager. The paper sets out the
key reasons why the Going Concern assumption
is applicable to the Company and is accompanied
by revenue forecasts and liquidity analysis. In
addition, the Board considers this paper twice a
year, in quarters where no Audit Committee is being
held. The viability assessment is reviewed by the
Audit Committee and in particular the underlying
assumptions are subjected to sensitivityanalysis.
Annual Report 2024
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The Diverse Income Trust plc
|
GOVERNANCE
Following the consideration of the above matters
and its detailed review, the Audit Committee was
of the opinion that the Annual Report, taken as a
whole, is fair, balanced and understandable and
provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
Audit Fees and Non-Audit Services
An audit fee of £61,680 (inclusive of VAT) has been
agreed in respect of the audit for the year ended
31 May 2024 (2023: £60,000 inclusive of VAT).
In relation to non-audit services, the Audit
Committee reviews the scope and nature of all
proposed non-audit services before engagement, to
ensure that Auditor independence and objectivity
are safeguarded. No non-audit fees were paid to
BDO LLP in the year (2023: none).
Independence and Objectivity of the Auditor
The Audit Committee has considered the
independence and objectivity of the Auditor. No
non-audit services have been provided by the
Auditor. Given that the Board has indicated that it is
unlikely to carry out any further C share issues, the
level of non-audit fees is likely to remain low in the
future. Following its review of the independence
of the Auditor, the Audit Committee has been
reassured that no conflicts have arisen during
theyear.
BDO LLP were appointed as Auditor to the Company
at the 2020 AGM. Vanessa-Jayne Bradley has acted
as the Audit Partner since BDO LLP’s appointment
and is due to rotate following the sign-off of the
audit for the year ended 31 May 2024.
Audit Tender
The Company last carried out an audit tender
during 2020, following which BDO LLP was
appointed as Auditor.
Following consideration of the performance of
the Auditor, the quality of the external audit and
the service provided during the year and a review
of their independence and objectivity, the Audit
Committee has recommended to the Board
the re-appointment of BDO LLP as Auditor to
theCompany.
Calum Thomson
Audit Committee Chairman
19 August 2024
AUDIT COMMITTEE REPORT CONTINUED
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The Diverse Income Trust plc
|
Annual Report 2024
The Board has prepared this report in accordance
with the requirements of the Large and
Medium-Sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013. An
ordinary resolution for the approval of the Directors’
Remuneration Report will be put to shareholders at
the forthcoming AGM.
The law requires the Company’s Auditor to
audit certain of the disclosures provided. Where
disclosures have been audited, they are indicated
as such. The Auditor’s opinion is included in the
Independent Auditor’s Report on pages 49 to 57.
Statement from the Chairman
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 May 2024.
Given the size of the Board, it is not considered
appropriate for the Company to have a separate
remuneration committee and the functions of this
committee are therefore carried out by the Board as
a whole. The Board consists entirely of independent
non-executive Directors and the Company has
no employees. We have not, therefore, reported
on those aspects of remuneration that relate to
executive Directors.
Directors’ fees were last increased on 1 June
2023. Following an annual review of Directors’ fees
against those of the Company's Peer Group and the
average for similar-sized investment trusts, the Board
has agreed that the Chairman's fee will increase to
£44,500 per annum, the Audit Committee Chairman's
fee to £36,500 per annum and the fee for the other
Directors to £32,000 per annum, to align them with
current market levels and taking inflation into account.
These changes, which are an overall increase of 1.3%,
took effect from 1 June 2024.
There will be no significant change in the way the
Remuneration Policy will be implemented in the
course of the next financial year.
Directors’ Remuneration Policy
A resolution to approve this Remuneration Policy
which was last approved at the AGM of the
Company on 17 October 2023. The resolution was
passed, and the policy provisions set out below will
apply until they are next put to shareholders for
renewal of that approval, which must be at intervals
of not more than three years, or the Remuneration
Policy is varied, in which event shareholder approval
for the new Remuneration Policy will be sought.
The Board’s policy is that remuneration of
non-executive Directors should reflect the
experience of the Board as a whole and is
determined by reference to comparable
organisations and appointments.
The level of remuneration has been set in order to
attract individuals of a calibre appropriate to the
future development of the Company and to reflect
the specific circumstances of the Company, the
duties and responsibilities of the Directors and
the value and amount of time committed to the
Company’s affairs.
The fees for the non-executive Directors are
determined within the limits (not to exceed
£500,000 per year in aggregate) set out in the
Company’s Articles of Association, or any greater
sum that may be determined by ordinary
resolutions of the Company. The Chairman does
not participate in any discussions relating to
his own fee, which is determined by the other
independent Directors. Directors are not eligible
for bonuses, share options or long-term incentive
schemes or other performance-related benefits, as
the Board does not believe that this is appropriate
for non-executive Directors. There are no pension
arrangements in place for the Directors of
the Company.
DIRECTORS’ REMUNERATION REPORT
AUDIT COMMITTEE REPORT CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
|
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
Remuneration Report
Directors’ Fees for the Period (audited)
The Directors who served in the year received the following emoluments.
Year ended 31 May 2024 Year ended 31 May 2023 Percentage change*
Fees
£
Expenses
£
Total
£
Fees
£
Expenses
£
Total
£
2023 –
2024
2022 –
2023
2021 –
2022
2020 –
2021
Andrew Bell
(Chairman)
1
44,000 – 44,000 42,500 – 42,500 3.5 4.9 17.5 25.2
Charles Crole
2
31,600 – 31,600 30,500 – 30,500 3.6 5.2 N/A N/A
Caroline Kemsley-Pein 31,600 – 31,600 30,500 – 30,500 3.6 5.2 5.3 –
Michelle McGrade 31,600 – 31,600 30,500 – 30,500 3.6 5.2 5.3 –
Calum Thomson 35,950 – 35,950 34,700 – 34,700 3.6 5.2 5.1 –
174,750 – 174,750 168,700 – 168,700
* The annual percentage change is provided on a full year basis in respect of new appointments to the Board in order to provide a meaningful figure.
1
Appointed as a Chairman on 14 October 2020.
2
Appointed as a Director on 1 February 2022.
Company Performance
The Company does not have a specific benchmark
against which performance is measured. The graph
below compares the total return (assuming all
dividends are reinvested) to holders of ordinary
shares since they were first admitted to the Official
List of the FCA, compared to the total shareholder
return of the Deutsche Numis All-Share Total Return
Index, which is the closest broad index against which
to measure the Company’s performance.
Source: Morningstar
Relative Importance of Spend on Pay
The table below shows the amount spent on pay.
2024
£000
2023
£000 Change
Total remuneration paid
toDirectors 175 169 3.6%
Investment Management fee 2,365 2,931 (19.3%)
Distribution to shareholders:
– dividends 13,219 14,235 (7.1%)
– share buyback/redemption 33,354 6,676 399.6%
Note: the items listed in the table above are as required by the Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 ss.20 with the exception of the investment management
fee, which has been included because the Directors believe it will help
shareholders’ understanding of the relative importance of the spend on
pay. The figures for this measure are the same as those shown in note 3 to
the financial statements. The amounts spent on the redemption of shares
are included in line with the GC100 and Investor Group guidance, as this is
considered a significantpayment. The figures for this measure are the same
as those shown in the Consolidated Statement of Changes in Equity and Cash
FlowStatement.
2011 2012 2013 2014 2015 2016 2017 2018 2022 2024
-50
0
50
250
Diverse Income Trust Adjusted NAV Total Return
Deutsche Numis All-Share Total Return
2019
100
150
200
2020 20232021
% Change
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
Directors’ Beneficial and Family Interests (audited)
There is no requirement under the Company’s Articles
of Association or the terms of their appointment for
Directors to hold shares in the Company.
The interests of the Directors and their families
in the ordinary shares of the Company as at
31 May2024 are set out below:
At 31 May 2024
Number of
ordinary shares
At 31 May 2023
Number of
ordinary shares
Andrew Bell (Chairman) 250,000 200,000
Charles Crole 31,936 19,936
Caroline Kemsley-Pein 52,458 52,458
Michelle McGrade 63,616 63,616
Calum Thomson 53,591 53,591
There have been no changes to Directors' interests
between 31 May 2024 and the date of this Report.
Voting at Annual General Meeting
The Directors’ Remuneration Report for the year
ended 31 May 2023 was approved by shareholders
at the AGM held on 17 October 2023. The
Remuneration Policy was also last approved by
shareholders at the AGM held on 17 October 2023.
The votes cast by proxy were as follows:
Directors’
Remuneration Report
(AGM 2023)
Directors’
Remuneration Policy
(AGM 2023)
Number
of votes
% of
votes cast
Number
of votes
% of
votes cast
For 138,790,921 99.73 138,754,952 99.73
Against 364,691 0.26 364,691 0.26
At Chairman’s
discretion 3,028 0.01 3,028 0.01
Total votes cast 139,158,640 100 139,122,671 100
Number of votes
withheld 179,258 215,227
Approval
The Directors’ Remuneration Report was approved
by the Board on 19 August 2024.
On behalf of the Board
Andrew Bell
Chairman
19 August 2024
DIRECTORS’ REMUNERATION REPORT CONTINUED
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The Diverse Income Trust plc
|
Annual Report 2024
The Directors are responsible for preparing the
Annual Report and the financial statements
in accordance with UK adopted international
accounting standards and applicable law and
regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors are required to prepare the
Group financial statements in accordance with UK
adopted international accounting standards. Under
company law the Directors must not approve the
financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss for
the Group for that period.
In preparing these financial statements, the
Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and accounting estimates
that are reasonable and prudent;
• state whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any material
departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business;
• prepare a directors’ report, a strategic
report and directors’ remuneration report
which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to ensure
that the financial statements comply with the
Companies Act 2006.
They are also responsible for safeguarding the
assets of the Company and hence for taking
reasonable steps for the prevention and detection
of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report
and accounts, taken as a whole, are fair, balanced,
and understandable and provides the information
necessary for shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the
Annual Report and the financial statements are
made available on a website. Financial statements
are published on the Company’s website in
accordance with legislation in the United Kingdom
governing the preparation and dissemination
of financial statements, which may vary from
legislation in other jurisdictions. The maintenance
and integrity of the Company's website has been
delegated to the Manager, but the Directors
responsibility extends to the ongoing integrity of the
financial statements contained therein.
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
|
GOVERNANCE
Directors’ responsibilities pursuant to DTR4
Each of the Directors, whose names and functions
are listed in the Board of Directors section on
page25 confirm that, to the best of theirknowledge:
• The financial statements have been prepared
in accordance with the applicable set of
accounting standards, give a true and fair view
of the assets, liabilities, financial position and
profit and loss of the Group and Company.
• The Annual Report includes a fair review of the
development and performance of the business
and the financial position of the Group and
Company, together with a description of the
principal risks and uncertainties that they face.
In the opinion of the Board, the Annual Report
and Financial Statements taken as a whole, is fair,
balanced and understandable and it provides the
information necessary to assess the Company’s
position and performance, business model
andstrategy.
On behalf of the Board
Andrew Bell
Chairman
19 August 2024
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES
CONTINUED
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The Diverse Income Trust plc
|
Annual Report 2024
Opinion on the financial statements
In our opinion:
• The financial statements give a true and fair
view of the state of the Group and the Parent
Company’s affairs as at 31 May 2024 and of its
profit for the year then ended;
• the Group financial statements have been
properly prepared in accordance with UK
adopted international accounting standards;
• the Parent Company financial statements
have been properly prepared in accordance
with UK adopted international accounting
standards and as applied in accordance with
the provisions of the Companies Act 2006; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of The
Diverse Income Trust Plc (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the year ended
31 May 2024 which comprise the Consolidated
Income Statement, Consolidated Statement of
Changes in Equity, Parent Company Statement
of Changes in Equity, Consolidated and Parent
Company Balance Sheets, Consolidated and Parent
Company Cash Flow Statements and notes to
the consolidated financial statements, including
a summary of material accounting policies. The
financial reporting framework that has been
applied in their preparation is applicable law and UK
adopted international accounting standards and as
regards the Parent Company financial statements,
as applied in accordance with the provision of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial
statements section of our report. We believe that
the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Our audit opinion is consistent with the additional
report to the audit committee.
Independence
Following the recommendation of the audit
committee, we were appointed by the members
of the Parent Company on 14 October 2020 to
audit the financial statements for the year ended
31 May 2021 and subsequent financial periods.
The period of total uninterrupted engagement
including retenders and reappointments is 4 years,
covering the years ended 31 May 2021 to 31 May
2024. We remain independent of the Group and
the Parent Company in accordance with the ethical
requirements that are relevant to our audit of
the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by
that standard were not provided to the Group and
the Parent Company.
INDEPENDENT AUDITOR’S REPORT
To the members of The Diverse Trust Plc
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES
CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
|
GOVERNANCE
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the
Group and the Parent Company’s ability to
continue to adopt the going concern basis of
accountingincluded:
• Evaluating the appropriateness of the Directors’
method of assessing the going concern in
light of economic and market conditions
by reviewing the information used by the
Directors in completing their assessment;
• Assessing the appropriateness of the
Directors’ assumptions and judgements made
by comparing the prior year forecasted costs
to the actual costs incurred to check that the
projected costs are reasonable;
• Assessing the projected management fees for
the year to check that it was in line with the
current assets under management levels and
the projected market growth forecasts for the
following year;
• Assessing the appropriateness of the Directors’
assumptions and judgements made in
their base case and stress tested forecasts
including consideration of the available cash
resources relative to forecast expenditure
and commitments; and
• Challenging the Directors’ assumptions and
judgements made in their forecasts including
performing an independent analysis of the
liquidity of the portfolio.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Group and the Parent
Company’s ability to continue as a going concern for
a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Parent Company’s reporting on
how it has applied the UK Corporate Governance
Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement
in the financial statements about whether the
Directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Coverage 100% (2023: 100%) of Group revenue
100% (2023: 100%) of Group total assets
Key audit matters
Valuation and ownership of quoted investments
Revenue recognition
2024
2023
Materiality Group financial statements as a whole
£2.3m (2023: £3.2m) based on 1% (2023: 1%) of net assets
INDEPENDENT AUDITOR’S REPORT CONTINUED
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The Diverse Income Trust plc
|
Annual Report 2024
An overview of the scope of our audit
Our Group audit was scoped by obtaining an
understanding of the Group and its environment,
including the Group’s system of internal control, and
assessing the risks of material misstatement in the
financial statements. We also addressed the risk of
management override of internal controls, including
assessing whether there was evidence of bias by
the Directors that may have represented a risk of
material misstatement.
We tailored our audit to ensure we have performed
sufficient work to be able to give an opinion on the
financial statements as a whole, taking into account
the structure of the Group and its accounting
processes and controls. The Group is based in the
United Kingdom and has one main trading entity,
The Diverse Income Trust plc whose principal
activity is that of an Investment Trust. The Group has
one subsidiary, The Diverse Income Trust Income
Services Limited whose principal activity is to invest
in listed equities that are held for trading and for
the short term. This is not a significant component
of the Group. In respect of the non-significant
component, the Group engagement team
performed testing over subsequent events, going
concern, related parties and performed an overall
analytical review of the entity.
The Group audit engagement team carried out a full
scope audit for the Parent Company.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the
current period and include the most significant
assessed risks of material misstatement (whether or
not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit,
and directing the efforts of the engagement team.
These matters were addressed in the context of our
audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide
a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
Key audit matter
How the scope of our audit addressed
the key audit matter
Valuation and ownership
ofquoted investments
(Notes 1, 11 and 12)
The investment portfolio at the
year-end comprised of quoted
equity investments held at fair
value through profit or loss.
We considered the valuation
and ownership of investments
to be a significant audit area as
investments represent the most
significant balance in the financial
statements and underpins the
principal activity of the entity.
There is a risk that the bid price or
closing price for Stock Exchange
Electronic Trading Service –
quotes and crosses (“SETSqx”)
used as a proxy for fair value of
investments held at the reporting
date is inappropriate. Given the
nature of the portfolio is such that
it comprises mostly of listed level
1 investments, we do not consider
the use of bid price/SETSqx
price to be subject to significant
estimation uncertainty.
There is also a risk of error in the
recording of investment holdings
such that those recording do not
appropriate reflect the property of
the Parent Company.
For these reasons and the
materiality to the financial
statements as a whole, they are
considered to be a key area of
our overall audit strategy and
allocation of our resources and
hence a Key Audit Matter.
We responded to this matter by testing
the valuation and ownership of the
whole portfolio of quoted investments.
We performed the following procedures:
• Confirmed the year-end bid/SETSqx
price was used by agreeing to
externally quoted prices;
• Assessed if there were contra
indicators, such as liquidity
considerations, to suggest bid/ SETSqx
price is not the most appropriate
indication of fair value by considering
the realisation period for individual
holdings;
• Recalculated the valuation by
multiplying the number of shares held
per the statement obtained from the
custodian by the valuation per share;
and
• Obtained direct confirmation of the
number of shares held per equity
investment from the custodian
regarding all investments held at the
balance sheet date.
Key observations:
Based on our procedures performed we
did not identify any matters to suggest
the valuation or ownership of the quoted
equity investments was not appropriate.
INDEPENDENT AUDITOR’S REPORT CONTINUED
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The Diverse Income Trust plc
|
Annual Report 2024
Key audit matter
How the scope of our audit addressed
the key audit matter
Revenue
recognition
(Note 1 and 2)
Revenue is a key indicator of
performance of the Group, as
such there may be an incentive
to recognise income as revenue
where it is more appropriately
of a capital nature. Judgement
may be required by management
in determining the allocation
of dividend income to revenue
or capital for certain corporate
actions or special dividends.
For this reason, we considered
revenue recognition to be a key
audit matter.
We assessed the treatment of dividend
income from corporate actions and
special dividends and challenged if
these had been appropriately accounted
for as income or capital by reviewing
the underlying reason for issue of the
dividend and whether it could be driven
by a capital event.
We analysed the whole population of
dividend receipts to identify items for
further discussion that could indicate a
capital distribution, for example where
a dividend represents a particularly
high yield. In these instances, we
performed a combination of inquiry with
management and our own independent
research, including inspection of financial
statements of investee companies, to
ascertain whether the underlying event
was indeed of a capital nature.
In addition, we formed our own
expectation of dividend income for
the whole portfolio using the entity’s
investment holdings and dividend
announcements from independent
sources. We vouched a sample of
dividend receipts to bank.
Key observations:
Based on our procedures performed
we found the judgements made by
management in determining the
allocation of income to revenue or
capital to be appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are taken on the basis of the
financial statements.
INDEPENDENT AUDITOR’S REPORT CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
and performance materiality as follows:
Group
financial statements
Parent Company
financialstatements
2024
£m
2023
£m
2024
£m
2023
£m
Materiality
2.3 3.2 2.3 3.2
Basis for determining materiality
1% of Net assets
Rationale for the
benchmark applied
As an investment trust, the net asset value is the key measure
of performance for users of the financial statements.
Performance materiality
1.7 2.4 1.7 2.4
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality applied was set after
having considered a number of factors including the
expected total value of known and likely misstatements and
the level of transactions in the year.
We also determined that for Revenue return before tax, a misstatement of less than materiality for the
financial statements as a whole, specific materiality, could influence the economic decisions of users as it is
a measure of the Group’s performance of income generated from its investments after expenses. As a result,
we determined materiality for these items to be £1.4m (2023: £1.5m), based on 10% of Revenue return before
tax (2023: 10% of Revenue return before tax). We further applied a performance materiality level of 75% of
specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess
of £0.7m (2023: £0.7m). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the Annual Report other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
INDEPENDENT AUDITOR’S REPORT CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the Parent Company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with the financial statements, or our
knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors' statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified; and
• The Directors’ explanation as to their assessment of the Group and the Parent
Company’s prospects, the period this assessment covers and why the period
isappropriate.
Other Code
provisions
• Directors' statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
• The section describing the work of the Audit Committee.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as
described below:
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the
financial year for which the financial statements are prepared is consistent with the
financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Matters on which we
are required to report
byexception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
INDEPENDENT AUDITOR’S REPORT CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
Responsibilities of Directors
As explained more fully in the Statement of
Directors’ Responsibilities, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparation of financial statements that are free
from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors
are responsible for assessing the Group and the
Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis
of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the Parent
Company and the industry in which it operates;
• Discussion with the Investment Manager,
the Administrator and those charged with
governance; and
• Obtaining and understanding of the Group and
the Parent Company’s policies and procedures
regarding compliance with laws and regulations.
we considered the significant laws and regulations
to be Companies Act 2006, the FCA listing and DTR
rules, the principles of the AIC Code of Corporate
Governance, industry practice represented by the
AIC SORP, the applicable accounting framework,
and qualification as an Investment Trust under UK
tax legislation as any non-compliance of this would
lead to the Group losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures
to underlying supporting documentation;
• Enquiries of management and those charged
with governance relating to the existence of any
non-compliance with laws and regulations;
• Reviewing minutes of meeting of those charged
with governance throughout the period for
instances of non-compliance with laws and
regulations; and
• Reviewing the calculation in relation to
Investment Trust compliance to check that
the Group was meeting its requirements
to retain their Investment Trust Status. This
included a review of other qualitative factors and
ensuring compliance with these.
INDEPENDENT AUDITOR’S REPORT CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
Fraud
We assessed the susceptibility of the financial
statement to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the
Administrator and those charged with governance
regarding any known or suspected instances
offraud;
• Review of minutes of meeting of those charged
with governance for any known or suspected
instances of fraud; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the
areas most susceptible to be management override
of controls and classification of dividends.
Our procedures in respect of the above included:
• In addressing the risk of classification of dividends,
the procedures set out in the key audit matter
section in our report were performed;
• In addressing the risk of management override of
control, we:
• Performed a review of estimates and
judgements applied by management in
the financial statements to assess their
appropriateness and the existence of any
systematic bias;
• Considered the opportunity and incentive to
manipulate accounting entries and target
tested relevant adjustments made in the period
end financial reporting process;
• Reviewed for significant transactions outside the
normal course of business; and
• Performed a review of unadjusted audit
differences, if any, for indications of bias or
deliberate misstatement.
We also communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members, who were deemed to
have the appropriate competence and capabilities
and remained alert to any indications of fraud
or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond
to risks of material misstatement in the financial
statements, recognising that the risk of not detecting
a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit
procedures performed and the further removed
non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware
of it.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Parent Company’s members those matters
we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the Parent
Company and the Parent Company’s members as
a body, for our audit work, for this report, or for the
opinions we have formed.
Vanessa-Jayne Bradley
Senior Statutory Auditor
For and on behalf of BDO LLP
Statutory Auditor
London, UK
19 August 2024
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
INDEPENDENT AUDITOR’S REPORT CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
GOVERNANCE
CONSOLIDATED INCOME STATEMENT
| Year ended | Year ended | ||||||
| 31 May 2024 | 31 May 2023 | ||||||
| Revenue | Capital | Revenue | Capital | ||||
| return | return | Total | return | return | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
Gains/(losses) on investments held at fair value through profit or loss | 11 | ( | ( | ||||
Foreign exchange (losses)/gains | ( | ( | |||||
Losses on derivatives held at fair value through profit or loss | 12 | ( | ( | ( | ( | ||
Income | 2 | ||||||
Management fee | 3 | ( | ( | ( | ( | ( | ( |
Other expenses | 4 | ( | ( | ( | ( | ||
| Return/(loss) on ordinary activities before finance costs | |||||||
andtaxation | ( | ( | |||||
Finance costs | 5 | ( | ( | ( | ( | ( | ( |
Return/(loss) on ordinary activities before taxation | ( | ( | |||||
Taxation – irrecoverable withholding tax | 6 | ( | ( | ( | ( | ||
Return/(loss) on ordinary activities after taxation | 7 | ( | ( | ||||
Return/(loss) per Ordinary share – basic and diluted (pence) | 7 | ( | ( |
The total column of this statement is the Income Statement of the Company prepared in accordance
with UK-adopted international accounting standards. The supplementary revenue return and capital
return columns are presented in accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies (“AICSORP”).
The Directors have applied the exemption under Companies Act 2006 s408 allowing the parent company’s
individual income statement to be omitted from the accounts where group accounts have been prepared.
The amount of the Company’s return for the financial year is a return after tax of £41,945,000 (2023: loss of
£62,924,000).
All revenue and capital items in the above statement derive from continuing operations. No operations were
acquired or discontinued during the year.
There is no other comprehensive income, and therefore the return on ordinary activities after tax is also the
total comprehensive income.
The notes on pages 63 to 83 form part of these financial statements.
|
The Diverse Income Trust plc
|
Annual Report 2024
| Share | Capital | |||||||
| Share | premium | redemption | Special | Capital | Revenue | |||
| capital | account | reserve | reserve | reserve | reserve | Total | ||
Group | Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
As at 1 June 2023 | ||||||||
| Total comprehensive income: | ||||||||
Return for the year | ||||||||
| Transactions with shareholders recorded | ||||||||
| directly toequity: | ||||||||
Redemption of Ordinary shares 2023 | ( | ( | ( | |||||
Redemption of Ordinary shares 2024 | ( | ( | ||||||
Cancellation of Ordinary shares | ( | |||||||
Expenses in relation to share cancellation | ( | ( | ||||||
Equity dividends paid | 8 | ( | ( | |||||
As at 31 May 2024 | ||||||||
| Share | Capital | |||||||
| Share | premium | redemption | Special | Capital | Revenue | |||
| capital | account | reserve | reserve | reserve | reserve | Total | ||
Group | Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
As at 1 June 2022 | ||||||||
| Total comprehensive income: | ||||||||
Net (loss)/return for the year | ( | ( | ||||||
| Transactions with shareholders recorded | ||||||||
| directly toequity: | ||||||||
Redemption of Ordinary shares | ( | ( | ||||||
Cancellation of Ordinary shares | ( | |||||||
Expenses in relation to share cancellation | ( | ( | ||||||
Equity dividends paid | 8 | ( | ( | |||||
As at 31 May 2023 |
The notes on pages 63 to 83 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES
INEQUITY
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
PARENT COMPANY STATEMENT OF
CHANGES IN EQUITY
Company Notes
Share
capital
£000
Share
premium
account
£000
Capital
redemption
reserve
£000
Special
reserve
£000
Capital
reserve
£000
Revenue
reserve
£000
Total
£000
As at 1 June 2023 406 197,039 32 15,699 86,971 15,232 315,379
Total comprehensive income:
Net return for the year – – – – 28,041 13,904 41,945
Transactions with shareholders recorded
directly toequity:
Redemption of Ordinary shares 2023 – – – (15,699) (17,655) – (33,354)
Redemption of Ordinary shares 2024 – – – – (77,930) – (77,930)
Cancellation of Ordinary shares (120) – 120 – – – –
Expenses in relation to share cancellation – – – – (4) – (4)
Equity dividends paid 8 – – – – – (13,219) (13,219)
As at 31 May 2024 286 197,039 152 – 19,423 15,917 232,817
Company Notes
Share
capital
£000
Share
premium
account
£000
Capital
redemption
reserve
£000
Special
reserve
£000
Capital
reserve
£000
Revenue
reserve
£000
Total
£000
As at 1 June 2022 412 197,039 26 22,378 164,325 15,037 399,217
Total comprehensive income:
Net (loss)/return for the year – – – – (77,354) 14,430 (62,924)
Transactions with shareholders recorded
directly toequity:
Redemption of Ordinary shares – – – (6,676) – – (6,676)
Cancellation of Ordinary shares (6) – 6 – – – –
Expenses in relation to share cancellation – – – (3) – – (3)
Equity dividends paid 8 – – – – – (14,235) (14,235)
As at 31 May 2023 406 197,039 32 15,699 86,971 15,232 315,379
The notes on pages 63 to 83 form part of these financial statements.
|
The Diverse Income Trust plc
|
Annual Report 2024
CONSOLIDATED AND PARENT COMPANY
BALANCESHEETS
Notes
| Group | Group | Company | Company | ||
| 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | ||
| £000 | £000 | £000 | £000 | ||
| Non-current assets: | |||||
Investments held at fair value through profit or loss | 11 | 292,692 | 278,933 | ||
| Current assets: | |||||
Derivative instruments | 12 | – | 848 | ||
Trade and other receivables | 15 | 2,258 | 2,398 | ||
Cash and cash equivalents | 17,027 | 34,476 | |||
19,285 | 37,722 | ||||
| Current liabilities: | |||||
Trade and other payables | 16 | ( | ( | (1,230) | (1,276) |
Redemption Pool liability | 9, 16 | ( | (77,930) | – | |
( | ( | (79,160) | (1,276) | ||
Net current (liabilities)/assets | ( | (59,875) | 36,446 | ||
Total net assets | 232,817 | 315,379 | |||
| Capital and reserves: | |||||
Share capital – Ordinary shares | 9 | 236 | 356 | ||
Share capital – management shares | 9 | 50 | 50 | ||
Share premium account | 197,039 | 197,039 | |||
Capital redemption reserve | 152 | 32 | |||
Special reserve | – | 15,699 | |||
Capital reserve | 19,423 | 86,971 | |||
Revenue reserve | 15,917 | 15,232 | |||
Shareholders’ funds | 232,817 | 315,379 |
These financial statements were approved and authorised for issue by the Board of The Diverse Income
Trust plc on 19 August 2024 and were signed on its behalf by:
Andrew Bell
Chairman
Company No: 07584303
The notes on pages 63 to 83 form part of these financial statements.
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
CONSOLIDATED AND PARENT COMPANY
CASHFLOW STATEMENTS
| Group | Group | Company | Company | |
| 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | |
| £000 | £000 | £000 | £000 | |
| Operating activities: | ||||
Net return/(loss) before taxation | ( | 42,140 | (62,816) | |
(Gains)/losses on investments and derivatives held at fair value through profitor loss | ( | (29,828) | 75,200 | |
Finance costs | 9 | 53 | ||
Decrease in trade and other receivables | 20 | 342 | ||
Decrease in trade and other payables | ( | ( | (46) | (21) |
Withholding tax paid | ( | ( | (195) | (108) |
Net cash inflow from operating activities | 12,100 | 12,650 | ||
| Investing activities: | ||||
Purchase of investments | ( | ( | (55,893) | (51,599) |
Sale of investments | 72,930 | 80,123 | ||
Purchase of derivative instruments | ( | – | (4,364) | |
Sale of derivative instruments | – | 2,090 | ||
Net cash inflow from investing activities | 17,037 | 26,250 | ||
| Financing activities: | ||||
Cancellation of shares | ( | ( | (33,354) | (6,676) |
Expenses in relation to share cancellation | ( | ( | (4) | (3) |
Revolving credit facility arrangement fee paid | ( | – | (30) | |
Revolving credit facility non-utilisation fee paid | ( | ( | (9) | (23) |
Equity dividends paid | ( | ( | (13,219) | (14,235) |
Net cash outflow from financing | ( | ( | (46,586) | (20,967) |
(Decrease)/increase in cash and cash equivalents | ( | (17,449) | 17,933 | |
| Reconciliation of net cash flow movements in funds: | ||||
Cash and cash equivalents at the start of the year | 34,476 | 16,543 | ||
Net cash (outflow)/inflow from cash and cash equivalents | ( | (17,449) | 17,933 | |
Cash and cash equivalents at the end of the year | 17,027 | 34,476 | ||
| Cash and cash equivalents comprise the following: | ||||
Cash at bank | 17,027 | 34,476 | ||
17,027 | 34,476 |
The notes on pages 63 to 83 form part of these financial statements.
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
|
The Diverse Income Trust plc
|
Annual Report 2024
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
CONTINUED
Annual Report 2024
|
The Diverse Income Trust plc
|
COMPANY
AND GROUP
ACCOUNTS
The Company has a redemption facility through
which shareholders are entitled to request the
redemption of all or part of their holding of ordinary
shares. Redemption request forms are available
upon request from the Company’s Registrar.
Shareholders submitting valid requests for the
redemption of ordinary shares will have their
shares redeemed at the Redemption Price or the
Company may arrange for such shares to be sold in
the market at the prevailing NAV (including current
period revenue) (the “Dealing Value”) (subject
to the Directors’ discretion). The Directors may
elect, at their absolute discretion, to calculate the
Redemption Price applying on any Redemption
Point by reference to a separate Redemption Pool,
when the Redemption Price will be calculated
by reference to the amount generated upon the
realisation of the Redemption Pool.
The Board may, at its absolute discretion, elect not
to operate the annual redemption facility on any
given Redemption Point, or to decline in whole or
part any redemption request. To date, the Board has
not exercised this discretion but retains the right to
do so, as set out in the Articles of Association, if they
consider it to be in the interests of shareholders as
awhole.
A redemption of ordinary shares may be subject
to either income tax and/or capital gains tax. In
particular, private shareholders that sell their shares
via the redemption mechanism could find they
are subject to income tax on the gains made on
the redeemed shares rather than the more usual
capital gains tax on the sale of their shares in the
market. However, individual circumstances do vary,
so shareholders who are in any doubts about the
redemption or the action that should be taken
should consult their stockbroker, accountant, tax
adviser or other independent financial adviser.
The relevant dates for the August 2025 Redemption
Point are:
29 July 2025 Latest date for receipt of
Redemption Requests and
certificates for certificated shares
3.00 pm on
29 July 2025
Latest date and time for receipt
of Redemption Requests and TTE
(transfer to escrow) instructions for
uncertificated shares via CREST
5.00 pm on
29 August 2025
The Redemption Point
On or before
12 September
2025
Company to notify Redemption
Price and dispatch redemption
monies; or
If the redemption is to be funded
by way of a Redemption Pool,
Company to notify the number
of shares being redeemed.
Notification of Redemption Price
and dispatch of redemption
monies to take place as soon as
practicable thereafter
On or before
26 September
2025
Balance certificates to be sent to
shareholders
Further details of the redemption facility are set
out in the Company’s Articles of Association, or are
available from the Company Secretary.
REDEMPTION OF ORDINARY SHARES
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The Diverse Income Trust plc
|
Annual Report 2024
REDEMPTION OF ORDINARY SHARES
The Company was incorporated on 30 March 2011.
Following a placing and offer for subscription, the
ordinary shares were admitted to trading on the
London Stock Exchange on 28 April 2011.
Capital Structure
The Company’s share capital consists of redeemable
ordinary shares of 0.1p each with one vote per
share and non-voting management shares of £1
each. From time to time, the Company may issue
Cordinary shares of 1p each with one vote per share.
The Company’s shares have the following rights:
Voting: the ordinary and C shares have equal voting
rights. At shareholder meetings, members present
in person or by proxy have one vote on a show of
hands and on a poll have one vote for each share
held. Management shares are non-voting.
Dividends: the assets of the ordinary and C shares
are separate and each class is entitled to dividends
declared on their respective asset pool. The
management shares are entitled to receive, in priority
to the holders of any other class of shares, a fixed
cumulative dividend equal to 0.00001p per annum.
Capital: if there are any C shares in issue, the
surplus capital and assets of the Company shall, on
a winding-up or on a return of capital, be applied
amongst the existing ordinary shareholders and the
management shareholders pro rata according to
the nominal capital paid up on their holdings after
having deducted there from an amount equivalent
to the assets and liabilities relating to the Cshares,
which amount shall be applied amongst the
Cshareholders pro rata according to the nominal
capital paid up on their holdings of Cshares.
When there are no C shares in issue, any surplus
shall be divided amongst the ordinary shareholders
and management shareholders pro rata according
to the nominal capital paid up on their holdings of
ordinary shares and management shares.
In each instance, the holders of the management
shares shall only receive an amount up to the
capital paid up on such management shares and
the management shares shall not confer the right
to participate in any surplus remaining following
payment of such amount.
As at the date of this Report, there were 236,393,165
ordinary shares in issue, none of which were held in
treasury, and 50,000 management shares.
The Company has a redemption facility through
which shareholders are entitled to request the
redemption of all or part of their holding of ordinary
shares on an annual basis. The Board may, at its
absolute discretion, elect not to operate the annual
redemption facility in whole or in part, although
it has indicated that it is minded to approve
allrequests.
Further details of the capital structure can be found
in note 9 to the financial statements. Details of the
redemption facility are set out on page 84.
Investment Objective
The Company’s investment objective is to provide
shareholders with an attractive and growing level
of dividends coupled with capital growth over the
longterm.
Investment Policy
The Company invests primarily in UK-quoted or
traded companies with a wide range of market
capitalisations, but a long-term bias toward small
and mid-cap equities. The Company may also
invest in large cap companies, including FTSE 100
constituents, where it is believed that this may
increase shareholder value.
The Manager adopts a stock specific approach in
managing the Company’s portfolio and therefore
sector weightings are of secondary consideration.
As a result of this approach, the Company’s portfolio
does not track any benchmark index.
SHAREHOLDER INFORMATION
Annual Report 2024
|
The Diverse Income Trust plc
|
SHAREHOLDER
INFORMATION
The Company may utilise derivative instruments
including index-linked notes, contracts for differences,
covered options and other equity-related derivative
instruments for efficient portfolio management,
gearing and investment purposes. Any use of
derivatives for investment purposes will be made
on the basis of the same principles of risk spreading
and diversification that apply to the Company’s direct
investments, as described below. The Company will
not enter into uncovered short positions.
Risk Diversification
Portfolio risk is mitigated by investing in a diversified
spread of investments. Investments in any one
company shall not, at the time of acquisition,
exceed 15% of the value of the Company’s investment
portfolio. Typically it is expected that the Company
will hold a portfolio of between 100 and 180 securities,
most of which will represent no more than 1.5% of the
value of the Company’s investment portfolio as at
the time of acquisition.
The Company will not invest more than 10% of its
gross assets, at the time of acquisition, in other
listed closed-ended investment funds, whether
managed by the Manager or not, except that this
restriction shall not apply to investments in listed
closed-ended investment funds which themselves
have stated investment policies to invest no
more than 15% of their gross assets in other listed
closed-ended investment funds. In addition to this
restriction, the Directors have further determined
that no more than 15% of the Company’s gross
assets will, at the time of acquisition, be invested
in other listed closed-ended investment funds
(including investment trusts) whether or not such
funds have stated policies to invest no more than
15% of their gross assets in other listed closed-ended
investmentfunds.
Unquoted Investments
The Company may invest in unquoted companies
from time to time subject to prior Board approval.
Investments in unquoted companies in aggregate
will not exceed 5% of the value of the Company’s
investment portfolio as at the time of investment.
Borrowing and Gearing Policy
The Board considers that long-term capital growth
can be enhanced by the use of gearing which
may be through bank borrowings and the use
of derivative instruments such as contracts for
differences. The Company may borrow (through
bank facilities and derivative instruments) up to 15%
of NAV (calculated at the time of borrowing).
The Board oversees the level of gearing in the
Company, and reviews the position with the
Manager on a regular basis.
In the event of a breach of the investment policy
set out above and the investment and gearing
restrictions set out therein, the Manager shall inform
the Board upon becoming aware of the same and
if the Board considers the breach to be material,
notification will be made to the LSE.
No material change will be made to the investment
policy without the approval of shareholders by
ordinary resolution.
SHAREHOLDER INFORMATION CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
SHAREHOLDER INFORMATION CONTINUED
Share Dealing
Shares can be traded through your usual stockbroker.
Share Register Enquiries
The register for the ordinary shares is maintained
by Link Group. In the event of queries regarding
your holding, please contact the Registrar on
0371 664 0300 (calls are charged at the standard
geographic rate and will vary by provider; calls
outside the UK will be charged at the applicable
international rate). Lines are open 9.00am to
5.30pm, Monday to Friday, excluding public
holidays in England and Wales. You can also email
shareholderenquiries@linkgroup.co.uk.
Changes of name and/or address must be notified
in writing to the Registrar: Shareholder Services,
Link Group, 29 Wellington Street, Leeds LS14DL.
Electronic Communications from the Company
Shareholders now have the opportunity to be
notified by email when the Company’s Annual
Report, half-yearly report and other formal
communications are available on the Company’s
website, instead of receiving printed copies by post.
This has environmental benefits in the reduction of
paper, printing, energy and water usage, as well as
reducing costs to the Company.
If you have not already elected to receive electronic
communications from the Company and wish to
do so, please contact the Registrar using the details
on this page 101. Please have your investor code to
hand.
Share Capital and Net Asset Value Information
Ordinary 0.1p shares 236,393,165*
SEDOL Number B65TLW2
ISIN Number GB00B65TLW28
The Company releases its NAV per share daily to
theLSE.
* As at the date of this Report
Historic Dividend Record
Year ended 31 May:
2015
pence
2016
pence
2017
pence
2018
pence
2019
pence
2020
pence
2021
pence
2022
pence
2023
pence
2024
pence
First interim dividend 0.40 0.65 0.70 0.75 0.80 0.85 0.85 0.90 0.95 1.00
Second interim dividend 0.50 0.65 0.70 0.80 0.85 0.90 0.90 0.90 0.95 1.00
Third interim dividend 0.50 0.75 0.80 0.85 0.90 0.90 0.90 0.90 0.95 1.05
Fourth interim dividend 1.00 – – – – – – – – –
Final dividend 0.50 0.75 0.80 1.00 1.10 1.05 1.10 1.20 1.20 1.20
2
Special dividend – – 0.40
3
0.23
3
0.16
3
– – – – –
2.90
1
2.80 3.40 3.63 3.81 3.70 3.75 3.90 4.05 4.25
1 In order to allow shareholders to vote on the dividend, a final dividend was introduced in the year ended 31 May 2015, resulting in the payment of five
dividends for that year. Since then, the Company has paid three interim dividends and a final dividend in respect of each year. There was no interruption in
the dividend payment timetable as a result of this change.
2 Proposed.
3 A special dividend was paid for the years ended 31 May 2017, 31 May 2018 and 31 May 2019, reflecting years when many special dividends were also paid by
the companies in the portfolio.
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Share Prices
The Company’s shares are listed on the LSE under
‘InvestmentTrusts’. The share price is available on
the website, www.diverseincometrust.com.
Annual and Half-Yearly Reports
Copies of the Annual and Half-Yearly Reports
are available on the Company’s website,
www.diverseincometrust.com, or from the
Registrar on telephone number 0371 664 0300 or
shareholderenquiries@linkgroup.co.uk.
Manager: Premier Portfolio Managers Limited
The Company’s Manager is Premier Portfolio
Managers Limited, a wholly-owned subsidiary of
Premier Miton Group plc. Premier Miton Group is
listed on AIM.
As at 30 June 2024, Premier Miton Group managed
£10.6bn of assets under management.
Members of the fund management team invest in
their own funds and are significant shareholders in
Miton Group.
Investor updates in the form of monthly factsheets
and other material that may be of interest to
shareholders are available from the Company’s
website, www.diverseincometrust.com.
Association of Investment Companies
The Company is a member of the AIC.
August 2024 Announcement of annual results
Payment of third interim
dividend
October 2024 Annual General Meeting
November 2024 Half-year end
Payment of final dividend
January 2025 Announcement of half-yearly
results
February 2025 Payment of first interim dividend
May 2025 Year end
Payment of second interim
dividend
August 2025 Redemption Point
Retail Investors advised by IFAs
The Company currently conducts its affairs so
that the shares issued by the Company can be
recommended by IFAs to ordinary retail investors
in accordance with the 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 shares in an investment trust.
SHAREHOLDER INFORMATION CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
NOTICE IS HEREBY GIVEN that the thirteenth ANNUAL GENERAL MEETING of The Diverse Income Trust plc
will be held on Tuesday, 15 October 2024 at 11.30 am at the offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH to consider and vote on the Resolutions below.
Resolutions 1 to 11 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 12 to 15 (inclusive) will
be proposed as Special Resolutions.
Ordinary Resolutions
Resolution 1
To receive and adopt the Strategic Report, Reports of the Directors and Auditor and the audited financial statements for the year ended
31 May 2024.
Resolution 2
To receive and approve the Directors’ Remuneration Report for the year ended 31 May 2024.
Resolution 3
To re-elect Mr Bell as a Director of the Company.
Resolution 4
To re-elect Mr Crole as a Director of the Company.
Resolution 5
To re-elect Ms Kemsley-Pein as a Director of the Company.
Resolution 6
To re-elect Ms McGrade as a Director of the Company.
Resolution 7
To re-elect Mr Thomson as a Director of the Company.
Resolution 8
To re-appoint BDO LLP as the Auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next
meeting at which financial statements are laid before the Company.
Resolution 9
To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.
Resolution 10
To declare a final dividend of 1.20p per ordinary share for the year ended 31 May 2024.
Resolution 11
THAT:
The Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (“the
Act”) to exercise all the powers of the Company to allot ordinary shares of 0.1pence each in the capital of the Company (“ordinary shares”)
up to an aggregate nominal amount of £23,639 (being approximately 10% of the issued ordinary share capital of the Company at the date
of this Notice) during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the Annual
General Meeting of the Company to be held in 2025 (unless previously renewed, varied or revoked by the Company in general meeting) (the
“Section 551 period”), but so that the Company may, at any time prior to the expiry of the Section 551 period, make offers or agreements which
would or might require ordinary shares to be allotted after the expiry of the Section 551 period and the Directors may allot ordinary shares in
pursuance of such offers or agreements as if the authority had not expired.
This document is important and requires your immediate attention. If you are in any doubt as to the
action you should take, you are recommended to seek your own financial advice from your stockbroker
or other independent adviser authorised under the Financial Service and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in The Diverse Income Trust plc (the “Company”),
please forward this document as soon as possible to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was effected for transmission to the purchaser
ortransferee.
NOTICE OF ANNUAL GENERAL MEETING
SHAREHOLDER INFORMATION CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Resolution 13
THAT:
The Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases
(within the meaning of Section 693(4) of the Companies Act 2006 (“the Act”)) of ordinary shares of 0.1p each in the capital of the Company
(“ordinary shares”) provided that:
a) the maximum number of ordinary shares hereby authorised to be purchased is 35,435,335 (representing 14.99% of the ordinary shares
in issue at the date of this Notice);
b) the minimum price which may be paid for each ordinary share is 0.1p;
c) the maximum price which may be paid for each ordinary share shall not be more than the higher of: (i) an amount equal to 105% of
the average of the middle market quotations of ordinary shares taken from the Daily Official List of the London Stock Exchange for the
five business days immediately preceding the day on which the contract of purchase is made; and (ii) the higher of the price of the last
independent trade in the ordinary shares and the highest then current independent bid for the ordinary shares on the London Stock
Exchange;
d) this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the
Annual General Meeting of the Company to be held in 2025;
e) the Company may make a contract of purchase for ordinary shares under this authority before this authority expires which will or may
be executed wholly or partly after its expiration; and
f) any ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in
treasury and if held in treasury, may be resold from treasury or cancelled at the discretion of the Directors.
Resolution 14
THAT:
A general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice.
Resolution 15
THAT:
Subject to the confirmation of the Court, the Company be and is authorised to cancel the amount standing to the credit of the share
premium account of the Company, and the amount by which the share premium account is so cancelled be credited to a distributable
reserve which shall be capable of being applied in any manner in which the Company’s profits available for distribution (as determined in
accordance with the Companies Act 2006) are able to be applied.
By order of the Board
Link Alternative Fund Administrators Limited, Secretary
Registered Office: Link Group, Broadwalk House, Southernhay West, Exeter EX1 1TS
19 August 2024
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Special Resolutions
Resolution 12
THAT:
Subject to the passing of Resolution 11, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the
Companies Act 2006 (“the Act”), to allot ordinary shares of 0.1 pence each in the capital of the Company (“ordinary shares”) for cash pursuant
to the authority conferred on the Directors by Resolution 11 above, and to sell ordinary shares from treasury for cash as if Section 561(1) of
the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £23,639 (being approximately 10% of the issued
ordinary share capital of the Company at the date of this Notice), such power to expire at the conclusion of the Annual General Meeting of
the Company to be held in 2025 (unless previously renewed, varied or revoked by the Company in general meeting) save that the Company
may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares
to be allotted or sold after the expiry of such power and the Directors may allot or sell ordinary shares in pursuance of such an offer or
agreement as if such power had not expired.
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The Diverse Income Trust plc
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Annual Report 2024
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Explanatory Notes to the Notice of Meeting
As a shareholder, you have the right to attend, speak and vote at the forthcoming AGM or at any
adjournment(s) thereof. In order to exercise all or any of these rights, you should read the following
explanatory notes to the business of the AGM.
Note 1: To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company
of the number of votes they may cast) members must be entered on the Company’s register of members at
close of business on 11 October 2024 (or in the event that the meeting is adjourned, only those shareholders
registered on the register of members of the Company as at close of business on the day which is 48 hours prior
to the adjourned meeting). Changes to entries on the register of members after that time shall be disregarded
in determining the rights of any person to attend or vote at the meeting. A member present in person or by
proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall
have one vote for every share of which he/she is the holder.
Any question relevant to the business of the AGM may be asked at the meeting by anyone permitted to speak
at the meeting. You may alternatively submit your question in advance of the meeting via email addressed to
the Secretary at diverse_cosec@linkgroup.co.uk.
Note 2: A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to
attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. To be
validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to
any hard copy form of proxy (if applicable).
A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to
exercise the rights attached to different shares held by that member. A member may not appoint more than
one proxy to exercise rights attached to any one share.
A member may instruct their proxy to abstain from voting on any resolution to be considered at the AGM by
marking the ‘Vote Withheld’ option when appointing their proxy. A vote withheld is not a vote in law, which
means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting
indication is given, your proxy will vote or abstain from voting at his or her discretion.
The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he/she
so wishes. If you have appointed a proxy and vote at the AGM in person in respect of shares for which you have
appointed a proxy, your proxy appointment in respect of those shares will automatically be terminated.
In order for a proxy appointment to be valid, your appointment must be received no later than 11.30 am on
11 October 2024 (being 48 hours prior to the meeting excluding non-working days).
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction,
the proxy will vote as they think fit or, at their discretion, withhold from voting.
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Note 3: Members may appoint a proxy online at www.signalshares.com (the “Website”) by following the on-screen
instructions, in particular at the ‘Proxy Voting’ link, by no later than the deadline set out in note 2 above. In order
to appoint a proxy using the Website, members will need to log into their Signal Shares account or register
if they have not previously done so. To register, members will need to identify themselves with their Investor
Code, which is detailed on their share certificate or available from the Company’s Registrar, Link Group, on
03716640300. 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 9.00am and
5.30pm, Monday to Friday, excluding public holidays in England and Wales.
Note 4: You may request a hard copy form of proxy directly from the Registrar, Link Group, on Tel: 0371 664 0300 or by
emailing shareholderenquiries@linkgroup.co.uk.
To be effective, the completed and signed form of proxy must be lodged at the offices of Link Group, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority
under which it is signed or a notarially certified copy of such power or authority) by no later than the deadline
set out in note 2 above. Alternatively, you may send any document or information relating to proxies to the
electronic address indicated on the form of proxy.
To appoint more than one proxy using a hard copy form of proxy, you may photocopy the form of proxy. Please
indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as
your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the
proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in
the same envelope.
Note 5: CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal
members or other CREST sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s
specifications and must contain the information required for such instructions, as described in the CREST
Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s agent ID
RA10 by the latest time for receipt of proxy appointments specified in note 2 above. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST
Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST members and, where applicable, their
CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
Note 6: If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.30am on
11 October 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours
before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to
have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as
you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy
appointment via the Proxymity platform may be revoked completely by sending an authenticated message via
the platform instructing the removal of your proxy vote.
Note 7: In the case of joint holders of a share, where more than one of the joint holders purports to appoint a proxy (in
hard copy, by electronic means or through CREST or Proxymity), the vote of the senior holder who tenders a
vote shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall
be determined by the order in which the names of the holders stand in the register. For a proxy appointment
submitted by hard copy, the signature of only one of the joint holders is required on the form of proxy.
Note 8: To change your proxy instructions, simply submit a new proxy appointment using the methods set out above.
Note that the cut-off time for receipt of proxy appointments (see note 2) also applies in relation to amended
instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment in respect of the same shares, the appointment received
last before the latest time for the receipt of proxies will take precedence.
Note 9: In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice
clearly stating your intention to revoke your proxy appointment to Link Group, PXS1, Central Square,
29 Wellington Street, Leeds, LS1 4DL. In the case of a member that is a company, the revocation notice must
be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed
attorney for the company. Any power of attorney or any other authority under which the revocation notice is
signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The
revocation notice must be received by Link Group no later than 11.30am on 11 October 2024. If you attempt
to revoke your proxy appointment but the revocation is received after the time specified, then your proxy
appointment will remain valid.
Note 10: A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006
(“the Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her
and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else
appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish
to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to
the exercise of voting rights.
The statements of the rights of members in relation to the appointment of proxies in note 2 above do not apply
to a Nominated Person. The rights described in this note can only be exercised by registered members of the
Company.
Note 11: As at 16 August 2024 (being the latest practicable day prior to the publication of this notice), the Company’s
issued share capital consisted of 50,000 non-voting management shares and 236,393,165 ordinary shares,
carrying one vote each, none of which were held in treasury. Therefore, the total number of voting rights
amounted to 236,393,165 votes.
Note 12: Any corporation which is a member may appoint one or more corporate representatives who may exercise on
its behalf all of its powers as a member provided that they do not do so in relation to the same shares. To be able
to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to
the meeting evidence satisfactory to the Company of their appointment.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Note 13: Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company
under Section 527 of the Act, the Company may be required to publish on a website a statement setting out
any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct
of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in
accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such
website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company
is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the
Company’s Auditor not later than the time when it makes the statement available on the website. The business
which may be dealt with at the AGM includes any statement that the Company has been required under
Section 527 of the Act to publish on a website.
Note 14: In accordance with Section 319A of the Act, the Company must cause any question relating to the business
being dealt with at the meeting put by a member attending the meeting to be answered. No such answer
need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting; or
(ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Shareholders are encouraged to submit any questions in advance of the meeting via email addressed to the
Secretary at diverse_cosec@linkgroup.co.uk, as detailed in note 1.
Note 15: Members satisfying the thresholds in Section 338 of the Act may require the Company to give, to members of
the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move
(and which may properly be moved) at the AGM. A resolution may properly be moved at the Annual General
Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment
or the Company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious.
A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of
which notice is to be given, must be authenticated by the person(s) making it and must be received by the
Company not later than six weeks before the date of the AGM.
Note 16: Members satisfying the thresholds in Section 338A of the Act may request the Company to include in the
business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be
included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i)
it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in
hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s)
making it and must be received by the Company not later than six weeks before the date of the AGM.
Note 17: The Annual Report incorporating this Notice of AGM and, if applicable, any members’ statements, members’
resolutions or members’ matters of business received by the Company after the dates of this Notice will be
available on the Company’s website, www.diverseincometrust.com.
Note 18: None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the
Directors will be available for inspection at the registered office of the Company and can be requested from
the Company Secretary during usual business hours on any weekday (except weekends and public holidays)
until the date of the meeting and at the place of the meeting for a period of fifteen minutes prior to and during
themeeting.
Note 19: You may not use any electronic address provided in this Notice to communicate with the Company for any
purposes other than those expressly stated.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
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The Diverse Income Trust plc
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Annual Report 2024
ALTERNATIVE INVESTMENT FUND MANAGERS’
DIRECTIVE DISCLOSURES
Alternative Investment Fund Managers’
DirectiveDisclosures
The provisions of the Alternative Investment
Fund Managers Directive (‘AIFMD’) took effect on
22 July2014. That legislation requires the AIFM to
establish and maintain remuneration policies for its
staff which are consistent with and promote sound
and effective risk management.
Pre-Investment Disclosures
The AIFM is required to make certain disclosures
available to investors in accordance with the
AIFMD. Those disclosures that are required
to be made pre-investment can be found at
www.diverseincometrust.com/documents.
AIFMD Leverage Limits
The maximum level of leverage which the Manager
may employ on behalf of the Company and the
levels as at 31 May 2024 are set out below. A figure
of 100% means that the exposure is equal to the net
asset value and the AIF has noleverage.
Leverage
exposure
Maximum gross
leverage
Maximum
commitment
Maximum Level 200% 200%
Actual Level 100% 100%
Remuneration Disclosure
Premier Portfolio Managers Limited (the ‘AIFM’) is
part of a larger group of companies within which
remuneration policies are the responsibility of a
Remuneration Committee comprised entirely
of non-executive directors. That committee has
established a remuneration policy which sets out
a framework for determining the level of fixed and
variable remuneration of staff, including maintaining
an appropriate balance between thetwo.
Arrangements for variable remuneration within the
group are calculated primarily by reference to the
performance of each individual and the profitability
of the relevant business unit. The policies are
designed to reward long-term performance and
long term profitability.
Within the group, all staff are employed by the
parent company with none employed directly by
the AIFM. The costs of a number of individuals are
allocated between the entities within the group
based on the expected amount of time devoted
toeach.
The total remuneration of those individuals who are
fully or partly involved in the activities of the AIFM in
relation to Alternative Investment Funds, including
the Company (‘AIFs’), including those whose time is
allocated between group entities, for the financial
year ending 30 September 2023, is analysed below:
Fixed Remuneration £5,021,933
Variable Remuneration £2,298,473
Total £7,320,406
Weighted FTE Headcount: 53.
12 of the staff members included in the total
remuneration figures above are considered to
be senior management or others whose actions
may have a material impact on the risk profile of
the fund. The table below provides an alternative
analysis of the remuneration data.
Aggregate remuneration of:
Significant Influence Functions £2,588,863
Senior Management Functions £223,783
Other staff £4,507,760
Total £7,320,406
The staff members included in the above analysis
support all the funds managed by the AIFM. It is
not considered feasible or useful to attempt to
apportion these figures to individual AIFs.
The AIFM’s management have reviewed the general
principles of the remuneration policy and its
application in the last year which has resulted in no
material changes to the policy.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
AIC
The Association of Investment Companies.
AIM
The Alternative Investment Market is a sub-market
of the London Stock Exchange. It allows smaller
companies to float shares with a more flexible
regulatory system than applicable to the main market.
Alternative Performance Measure (“APM”)
An APM is a numerical measure of the Company’s
current, historical or future financial performance,
financial position or cash flows, other than a
financial measure defined or specified in the
applicable financial framework.
The Company uses a number of APMs to provide
information in order to assist the Board and Manager
in monitoring the Company in order for them to
meet the objectives of the Company including the
management of risk. These consist of, but are not
limited to, key performance and financial performance
indicators set out in the various relevant parts of the
Report. APMs are identified by an * in the Glossary
Annual General Meeting (“AGM”)
All public companies have an AGM every year,
and this is the opportunity for the shareholders to
confirm their approval of the Annual Report and
financial statements, the annual dividend and
the appointment of the Directors and Auditor. It
is also a good time for shareholders to meet the
non-executive Directors. The Company’s AGM will
be held on Tuesday, 15 October 2024 at 11.30am
at the offices of Stephenson Harwood LLP,
1Finsbury Circus, London EC2M 7SH. One of the
fundmanagers will give shareholders a presentation
on the current position of the Company’s portfolio
and some thoughts on the market outlook.
AQUIS Stock Exchange (“AQUIS”)
The AQUIS Stock Exchange (previously known as
NEX, ICAP Securities and Derivatives Exchange
or ISDX) operates two primary traded market
segments, the AQUIS Stock Exchange Main Market
and the AQUIS Stock Exchange Growth Market.
Both AQUIS Stock Exchanges are focused on smaller
enterprises, with the latter focused on both smaller
and medium-sized enterprises.
Deutsche Numis Indices
Deutsche Numis provides a range of indices
covering the entire UK equity market. Those
mentioned in the report comprise the following:
The Deutsche Numis All-Share Index contains all
fully listed stocks plus all stocks listed on AIM. This is
one of the trust's comparator indices.
The Deutsche Numis Large Cap Index targets the
top 80% of the UK main list by value.
The Deutsche Numis Mid Cap Index targets the
bottom 20% of the UK main market but excludes
the smallest 5%. There is some overlap with the
Deutsche Numis Smaller Companies Index below.
The Deutsche Numis Smaller Companies Index
or DNSCI targets the bottom 10% of the main UK
market by value.
The Deutsche Numis Smaller Companies plus AIM
Index includes all the constituents of the DNSCI
and all companies listed on AIM that fall below
the DNSCI size cut-off. This is one of the trust’s
comparator.
The Deutsche Numis Alternative Markets
Index covers all companies listed on qualifying
alternativemarkets.
Discount/Premium
If the share price of an investment trust is lower
than the NAV or Adjusted NAV per share, the shares
are said to be trading at a discount. The size of the
discount is calculated by subtracting the share price
from the Adjusted NAV per share and is usually
expressed as a percentage of the Adjusted NAV per
share. If the share price is higher than the Adjusted
NAV per share, this situation is called a premium.
Premium/(Discount)
Calculation Page
31 May
2024
31 May
2023
Closing Adjusted NAV per share (p) 4 97.84 88.87 (a)
Closing share price (p) 4 89.40 83.40 (b)
Premium/(discount)
c = (((b – a)/a)×100) (%) 4 (8.63) (6.16) (c)
GLOSSARY
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The Diverse Income Trust plc
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Annual Report 2024
GLOSSARY
The discount/premium and performance is
calculated in accordance with guidelines issued by
the AIC. The discount/premium is calculated using
the NAV per share inclusive of accrued income with
debt at market value.
Dividend Yield*
The annual dividend expressed as a percentage of
the mid market share price. This financial ratio shows
how much an investment pays out in dividends
relative to its stock price. The dividends are based
upon historic dividend rates and announcements
by the investment company. The dividend yield
indicates the anticipated future cashflows from the
investment contributing to the income of the Group.
Financial Conduct Authority (“FCA”)
This regulator oversees the fund management
industry, including the operation of the Company.
Financial Reporting Council (“FRC”)
The FRC regulates UK auditors and provides
guidance to accountants with the aim of promoting
better transparency and integrity in the annual
reports of quoted businesses.
Gearing
Gearing refers to the ratio of the Company’s debt to
its equity capital. The Company may borrow money
to invest in additional investments for its portfolio. If
the Company’s assets grow, the shareholders’ assets
grow proportionately because the debt remains the
same. If the value of the Company’s assets falls, the
situation is reversed. Gearing can therefore enhance
performance in rising markets but can adversely
impact performance in falling markets.
Group
The Company and its subsidiary; DIT Income
Services Limited.
Growth Stock
A stock where the earnings are expected to grow
at an above-average rate, leading to a faster than
average growing share price. Growth stocks do not
usually pay a significant dividend.
Key Performance Indicators (“KPIs”)
KPIs are a short list of corporate attributes that are
used to assess the general progress of the business
and are outlined in this Report on the inside
frontcover.
Mega Cap
“Mega cap” is a designation for the largest companies
in the investment universe as measured by market
capitalisation, generally those above $200bn.
Multicap
A multicap strategy is a portfolio invested in a broad
range of stocks with market capitalisations ranging
from large to small.
Net Asset Value per Ordinary Share (“NAV”) or
Adjusted Net Asset Value per Ordinary Share
(“Adjusted NAV”)*
The NAV is shareholders’ funds expressed as an
amount per individual share. Shareholders’ funds are
the total value of all of the Company’s assets, at their
current market value, having deducted all liabilities
and prior charges at their par value, or at their asset
value as appropriate. The NAV per share is calculated
by dividing the shareholders’ funds by the number of
Ordinary Shares in issue excluding treasury shares.
The Adjusted NAV is the NAV presented in the
financial statements adjusted to exclude the
movement in Redemption Pool liability. The
Redemption Pool liability at the Balance Sheet date
of £77,930,00 is determined by assets notionally
attributable to the Redemption Pool, being equivalent
to the final payment to redeeming shareholders
during July 2024 and is included as an adjusting
event. The assets of the Redemption Pool although
notionally separated are included within the Financial
Statements of the Company and Group and Fair
Valued at 31 May 2024. The reduction in value of assets
from 31 May 2024 to realisation during July 2024 is
£2,418,000 reducing the liability to the Group, hence
the liability is reduced as an Adjusting Event.
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Price to Book Ratio
The price to book ratio is a valuation measure which
divides a company’s share price by its asset value
per share. Lower values can imply that a company
is either an overlooked opportunity or a poorly
performing business. Higher values may suggest
a company is overvalued, unless its returns are
sustainably high.
Put Option
The Group held a FTSE 100 Put Option during the
year, a derivative contract in which the underlying
value is based on the level of the FTSE 100 index.
When the Group’s portfolio appreciates, along with
the mainstream Stock Market, the value of the Put
Option goes down. The key advantage of investing in
a FTSE 100 Put Option is that at times of major market
setbacks, the valuation of the Put Option rises, which
can then offset a part of the decline of other portfolio
holdings. During the March 2020 setback for example,
the Trust was able to take profits on its FTSE Puts
after they had risen. It then bought more UK micro-
caps with the additional cash generated, at a time
when their share prices were low. This process
boosted the returns of the Trust through the market
setback and the subsequent recovery.
Put Options are most commonly used in the stock
market to protect against the decline of the price
of a stock below a specified, Strike Price, likened to
purchasing a form of financial insurance. An owner
of a Put Option can collect a financial benefit after
an adverse event, with the scale of the benefit
proportionate to the setback in the market and the
remaining term of the cover. When investing in a FTSE
100 Put Option, the Strike Price is the level at which
the option starts to provide portfolio protection. If a
Put Option has a Strike Price of 5,700 for example, and
the level of the FTSE 100 Index is lower, the portfolio
collects the difference between the two. A Put Option
also carries value in respect of its unexpired time
value, reflecting the length of its term.
GLOSSARY CONTINUED
The Adjusted NAV of 97.84p reflects the value per
share of the Continuing Shareholders excluding any
impact of the Redemption Pool. The Redeeming
Shareholders whose shares were cancelled on 31 May
2024 received 94.86p per share during July 2024.
£’000
Pence
per
share
Net asset value 233,817 98.87
Movement in Redemption Pool
liability recorded as part of year’s
results (2,418) (1.03)
Adjusted NAV excluding
Movement in Redemption Pool 231,399 97.84
Ongoing Charges*
As recommended by the AIC in its guidance,
ongoing charges are the Company’s annualised
revenue and capital expenses (excluding finance
costs and certain non-recurring items) expressed as
a percentage of the average daily net assets of the
Group during the year.
Ongoing Charges Calculation
31 May
2024
£’000
31 May
2023
£’000
Management fee 2,365 2,931
Other expenses 856 846
Less non-recurring fees (14) (5)
Total recurring expenses 3,207 3,772 (a)
Average net assets in the year 282,251 346,189 (b)
Ongoing charges c = ((a/b)×100) (%) 1.14 1.09 (c)
Peer Group
Diverse is part of the AIC’s UK Equity Income
Investment Trust sector. The trusts in this universe
are defined as trusts whose investment objective is
to achieve a total return for shareholders through
both capital and dividend growth. Typically, the
funds will have a yield on the underlying portfolio
ranging between 110% and 175% of that of the
Deutsche Numis All-Share Index. They will also have
at least 80% of their assets in UK listed securities.
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The Diverse Income Trust plc
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Annual Report 2024
Redemption
The Board resolved to effect the Redemption
using the redemption pool method set out in the
Company's Articles, pursuant to which notionally
divided its assets and liabilities into two pools, the
Redemption Pool and Continuing Pool, with the
returns attributable to the respective Redemption and
Continuing shareholders at the Redemption Point,
31 May 2024. The amount payable to former holders
of Redemption Shares, are creditors of the Company,
will be determined by value of the Redemption
Pool upon realisation of the assets andliabilities.
The performance of the Redemption Pool will not
impact the returns to continuing shareholders.
Revenue, Capital and Total return per
Ordinaryshare*
The Revenue, Capital and Total returns are set out
in the in the Consolidated Income Statement on
page 58. These consist of income, less expenses and
taxation allocated between Revenue and Capital
in accordance with the AIC SORP and accounting
policies of the Group. The Revenue and Capital
returns per share together comprise the Total
return per share. The returns per ordinary share are
calculated by dividing the Revenue, Capital and
Total returns by the weighted average shares in
issue during the year excluding treasury shares. The
calculation is set out in Note 7 on page 71.
Senior Independent Director (“SID”)
The SID is a non-executive Director who can be
contacted by investors to discuss a matter of
governance when it concerns the Chairman and the
normal practice cannot be followed. The Company’s
SID is currently Caroline Kemsley-Pein.
Smallcap
“Small cap” refers to quoted smaller market
capitalisation companies, which typically have little
or no weighting in mainstream indices.
SONIA (Interest Rate)
Sterling Overnight Index Average
Total Annual Dividends Declared by the Company
In reference to the graph on total annual dividends
declared by the Company on page 5, the figure
of 2.02p for 2012 represents 2.19p, which was the
total of the four interim dividends to 31 May 2012,
recalculated proportionally as if the initial period
had been 12 months.
In order to allow shareholders to vote on the
dividend, a final dividend was introduced in the year
ended 31 May 2015, resulting in the payment of five
dividends for that year. Since then, the Company has
paid three interim dividends and a final dividend in
respect of each year.
Total Assets
Total assets include investments, cash, current
assets and all other assets. An asset is an economic
resource, being anything tangible or intangible that
can be owned or controlled to produce value and to
produce positive economic value. Assets represent
the value of ownership that can be converted
into cash. The total assets less all liabilities will be
equivalent to total shareholders’ funds.
GLOSSARY CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
GLOSSARY CONTINUED
Total Return – NAV and Share Price Returns
Total return statistics enable the investor to make
performance comparisons between investment
trusts with different dividend policies. The total return
measures the combined effect of any dividends paid,
together with the rise or fall in the share price, NAV
or adjusted NAV. This is calculated by the movement
in the share price or NAV plus dividends paid by the
Company assuming these are re-invested in the
Company at the prevailing NAV.
Adjusted NAV Total Return Page
31 May
2024
31 May
2023
Closing Adjusted NAV per share (p) 4 97.84 88.87
Add back total dividends paid in
the year ended 31 May 2024 (2023)
(p) 69 4.15 4.00
Closing Adjusted NAV (p) 101.99 92.87 (a)
Opening NAV per share (p) 4 88.87 110.55 (b)
Total return
c = ((a-b)/b)×100) (%) 14.76 (15.99) (c)
Adjusted total return %* 15.40 (16.15)
NAV total return %** 16.50 –
Share Price Total Return Page
31 May
2024
31 May
2023
Closing share price (p) 4 89.40 83.40
Add back total dividends
paid in the year ended
31 May 2024 (2023) (p) 69 4.15 4.00
Adjusted closing share
price (p) 93.55 87.40 (a)
Opening share price (p) 4 83.40 103.00 (b)
Share price total return
c = ((a-b)/b)×100) (%) 12.17 (15.15) (c)
Share price total return
adjusted %* 12.71 (15.37)
* Based on NAV/share price movements and dividends being reinvested
at the relevant cum dividend NAV/share price during the year. Where the
dividend is invested and the NAV/share price falls, this will further reduce the
return or, if it rises, any increase will be greater. The source is Morningstar
who have calculated the return on an industry comparative basis.
** The NAV total return of 16.5% is derived from the Adjusted NAV total return
of 15.4% from Morningstar plus 1.1%, being the incremental return from
difference between the Net asset value of 98.87p and the Adjusted NAV of
97.84p (see Glossary on page 96 and 97 regarding NAV and Adjusted NAV
for more details).
Volatility
The term volatility describes how much and how
quickly the share price or net asset value of an
investment has tended to change in the past. Those
investments with the greatest movement in their
share prices are known as having high volatility,
whereas those with a narrow range of change are
known as having low volatility.
Yield Stock
Yield stocks pay above-average dividends to
shareholders. If the dividend grows, and the yield
on the share remains constant, the share price will
increase. Companies which grow their dividends
faster than average are capable of delivering faster
share price growth.
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The Diverse Income Trust plc
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Annual Report 2024
Secretary and Registered Office
Link Alternative Fund Administrators Limited
(a Waystone Group company)
Alternative Investment Fund Manager
Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Investment Manager
Premier Fund Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: 020 3714 1525
Website: www.premiermiton.com
Company Website
www.diverseincometrust.com
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Banker
Bank of New York Mellon
One Piccadilly Gardens
Manchester M1 1RN
Depositary and Custodian
The Bank of New York Mellon (International) Limited
One Canada Square
London E14 5AL
Registrar and Transfer Office
Link Group
Shareholder Services Department
Central Square
29 Wellington Street
Leeds LS1 4DL
Telephone: 0371 664 0300
(calls are charged at the standard geographic rate
and will vary by provider; calls from outside theUK
will be charged at the applicable international rate).
Lines are open 9.00am to 5.30pm, Monday to Friday,
excluding public holidays in England and Wales.
Email: shareholderenquiries@linkgroup.co.uk
Website: www.linkgroup.eu
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Stockbroker
Panmure Liberum Limited
Ropemaker Place
Level 12
25 Ropemaker Street
London EC2Y 9LY
Shareholder Warning
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence
concerning investment matters. These calls typically come from fraudsters operating in ‘boiler rooms’ offering
investors shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. While
high profits are promised, those who buy or sell shares in this way usually lose their money. These fraudsters can
be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited
advice, offers to buy shares at a discount or offers of free company reports.
It is very unlikely that either the Company or the Company’s Registrar would make unsolicited telephone calls to
shareholders and that any such calls would relate only to official documentation already circulated to shareholders
and never in respect of investment ‘advice’.
If you have been contacted by an unauthorised firm regarding your shares, you can report this using the FCA helpline
on 0800 111 6768 or by using the share fraud reporting form at www.fca.org.uk/consumers/scams.
CONTACT DETAILS OF THE ADVISERSGLOSSARY CONTINUED
Annual Report 2024
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The Diverse Income Trust plc
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SHAREHOLDER
INFORMATION
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
-50
250
0
100
Diverse Income
Trust NAV
Total Return
Deutsche Numis
All-Share Index
Diverse Income
Trust Share Price
Total Return
Apr 2011
May 2012
May 2013
May 2014
May 2015
May 2016
May 2017
May 2018
May 2019
May 2024
May 2023
May 2022
May 2021
May 2020
150
200
50
Percentage change
COMPANY PERFORMANCE SINCE LAUNCH ON 28 APRIL 2011
TOTAL RETURNS OF THE TRUST AND VARIOUS DEUTSCHE NUMIS INDICES
BETWEEN APRIL 2011 AND MAY 2024, REBASED TO 100 TO REFLECT
THE INITIAL INVESTMENT
100
150
200
250
350
300
Deutsche Numis Small Cap
Plus AIM Index ex ICs
Deutsche Numis Large Cap
Index ex ICs
The Diverse Income
Trust NAV
Deutsche Numis Alternative
Markets Index ex ICs
319.9
215.3
210.9
98.4
Source: Morningstar “ICs”: Investment Companies
Source: Morningstar