PREMIER GLOBALINFRASTRUCTURE TRUST PLC
(formerly Premier Energy and Water Trust PLC)
Annual report & accountsfor the year ended31 December 2017
Financial Calendar 2018
| Company's year end | 31 December |
| Annual results announced | March |
| Annual General Meeting | 24 April 2018 |
| Company's half year end | 30 June |
| Half year results announced | August |
| Dividend payments | At the end of March, June, September and December |
Contents
| Financial Calendar | (see above) |
| Investment Objectives | 1 |
| Company Summary | 1 |
| Company Highlights | 2 |
| Dividend Progression | 3 |
| Share Price Performance | 3 |
| Chairman's Statement | 4-5 |
| Investment Managers' Report | 6-9 |
| Investment Portfolio | 10-11 |
| Review of Top Ten Holdings | 12-13 |
| Directors | 14 |
| Investment Managers | 14 |
| Strategic Report | 15-20 |
| Directors' Report | 21-24 |
| Statement of Corporate Governance | 25-28 |
| Directors' Remuneration Report | 29-31 |
| Audit Committee Report | 32-33 |
| Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements | 34 |
| Independent Auditor's Report | 35-37 |
| Group Income Statement | 38 |
| Consolidated and Company Balance Sheets | 39 |
| Consolidated Statement of Changes in Equity | 40 |
| Company Statement of Changes in Equity | 41 |
| Consolidated and Company Cashflow Statements | 42 |
| Notes to the Financial Statements | 43-60 |
| Directors and Advisers | 61 |
| Glossary of Terms and Alternative Performance Measures | 62-63 |
| Company History | 64 |
| Shareholder Information | 65 |
| AIFMD Disclosures & Remuneration Disclosure | 66-67 |
| Notice of Annual General Meeting | 68-69 |
| Notes to the Notice of Annual General Meeting | 70-71 |
Investment Objectives
The investment objectives of Premier Global Infrastructure Trust PLC are to achieve a high income and to realise long term growth in the capital value of its portfolio. The Company will seek to achieve these objectives by investing principally in the equity and equity-related securities of companies operating primarily in the energy and water sectors, as well as other infrastructure investments.
Company Summary
Capital Structure
| Ordinary Shares (1p each) | 18,088,480 |
The Ordinary Shares are entitled to all of the Company's net income available for distribution by way of dividends. On a winding-up, they will be entitled to any undistributed revenue reserves and any surplus assets of the Company after the Zero Dividend Preference Shares ("ZDPs"/ ZDP Shares) accrued capital entitlement. The Ordinary Shareholders have the right to receive notice of, to attend and to vote at all general meetings of the Company. The Ordinary Shares are qualifying investments for ISAs.
| Zero Dividend Preference Shares (1p each) | 24,073,337 |
Issued by PGIT Securities 2020 PLC
(formerly PEWT Securities 2020 PLC)
The 2020 ZDP Shares ("2020 ZDPs/ZDPs") will have a final capital entitlement of 125.6519p on 30 November 2020, equivalent to a gross redemption yield of 4.75%, subject to there being sufficient capital in the Company. The 2020 ZDPs are qualifying investments for ISAs.
Company Details
Investment Manager
Premier Fund Managers Ltd ("PFM Ltd"), is a subsidiary of Premier Asset Management PLC ("PAM PLC"). PAM PLC had approximately £6.4bn of funds under management at 31 December 2017. PFM Ltd is authorised and regulated by the Financial Conduct Authority ("FCA"). The Company's portfolio is managed by James Smith and Claire Long. On 20 January 2015 the Company appointed Premier Portfolio Managers Limited ("PPM") as its Alternative Investment Fund Manager. PPM has delegated the portfolio management of the Company's portfolio of assets to PFM Ltd.
Secretary
Premier Portfolio Managers Ltd provides the company secretarial and administrative services.
Management Fee
1.0% per annum of the assets under management, charged 40% to revenue and 60% to capital, plus a performance fee which was not applicable in 2017. As of 1 January 2018 the management fee is reduced to 0.75% and the performance fee is discontinued.
Company Highlights
for the year to 31 December 2017
| 31 December | 31 December | ||
| 2017 | 2016 | % change | |
| Total Return Performance | |||
| Total Assets Total Return1 | 1.7% | 17.9% | |
| FTSE All-World Utilities Index Total Return2 (GBP) | 6.0% | 28.7% | |
| FTSE All-World Index Total Return2 (GBP) | 13.8% | 29.6% | |
| FTSE All-Share Index Total Return2 (GBP) | 13.1% | 16.8% | |
| Ongoing charges3 | 1.8% | 1.9% | |
| Ordinary Share Returns | |||
| Net Asset Value per Ordinary Share (cum income) | 165.07p | 175.86p | (6.1%) |
| Mid-market price per Ordinary Share2 | 146.25p | 162.00p | (9.7%) |
| Discount to Net Asset Value | (11.4%) | (7.9%) | |
| Revenue Return per Ordinary Share | 11.59p | 10.91p | 6.20% |
| Net dividends declared per Ordinary Share | 10.00p | 9.70p | 3.1% |
| Net Asset Value Total Return4 | (0.9%) | 28.7% | |
| Share Price Total Return2 | (4.3%) | 33.9% | |
| Zero Dividend Preference Share Returns | |||
| Net Asset Value per Zero Dividend Preference Share | 109.74p | 104.75p | +4.8% |
| Mid Market Price per Zero Dividend Preference Share2 | 115.50p | 113.00p | +2.2% |
| Premium to Net Asset Value | 5.2% | 7.9% | |
| Hurdle Rates' | |||
| Ordinary Shares | |||
| Hurdle rate to return the share price of 146.25p at 30 November 20205 | 1.8% | ||
| Zero Dividend Preference Shares | |||
| Hurdle rate to return the redemption share price for the 2020 ZDPs of 125.6519p at 30 November 20205 | (16.9%) | ||
| Balance Sheet | |||
| Gross Assets less Current Liabilities (excluding Zero Dividend Preference Shares) | £56.3m | £57.0m | (1.2%) |
| Zero Dividend Preference Shares | (£26.4m) | (£25.2m) | 4.8% |
| Equity Shareholders' Funds | £29.9m | £31.8m | (6.0%) |
| Gearing on Ordinary Shares6 | 1.88x | 1.79x | |
| Zero Dividend Preference Share Cover (non-cumulative)5 | 1.73x | 1.74x |
1. Based on opening and closing total assets plus dividends marked "ex-dividend" within the period. Source: PFM Ltd.
2. Source: Bloomberg.
3. Ongoing charges have been based on the Company's management fees and other operating expenses as a percentage of average gross assets less current liabilities over the year (excluding the ZDPs accrued capital entitlement).
4. Based on opening and closing NAVs with dividends marked "ex-dividend".
5. Source: JP Morgan Cazenove and PFM Ltd. Non-cumulative cover = Gross assets at year end less estimated wind up costs less management charges to capital divided by final repayment of ZDPs.
6. Based on Gross Assets less Current Liabilities divided by Equity Shareholders' Funds at the end of each year.
' Hurdle rate definition can be found in the Glossary of Terms & Alternative Performance Measures on page 62.
Long Term Dividend Progression
2008-2017
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Share Price Performance
ZDP Shares 2 year performance chart' (since issuance) (rebased to 100)
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' The 2020 ZDP Shares were issued on 31 December 2015 and performance is shown from the date of issue.
Ordinary Shares 5 year performance chart
(rebased to 100)
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Chairman's Statement
for the year to 31 December 2017
Performance
2017 was a disappointing year for Premier Global Infrastructure Trust ("PGIT" / "the Company"/ "the Trust"). The gross assets total return, which measures the total return of the Company's portfolio, including income received and taking into account fees and costs was 1.7%. This was below the FTSE All-World Utilities Index which returned 6.0%. Utilities underperformed a strong global equity market with the FTSE All-World Index returning 13.8%.
The total return to ordinary shareholders based on movement in the NAV and dividends received was a negative 0.9%. This is below the return on the Company's gross assets due to the finance cost of the ZDP Shares. Shareholders will be aware that the Company's geared capital structure works to the benefit of ordinary shareholders when gross assets increase by more than the cost of the ZDP Shares, but reduces returns when gross assets are flat or falling. Furthermore, the discount at which the Ordinary Shares trade compared to their NAV increased from 7.9% at December 2016 to 11.4% at December 2017. The total return to ordinary shareholders based on movement in the share price rather than NAV, was therefore a negative 4.3%.
However long term performance of PGIT has been strong, and following the change of management personnel in 2012, the Company's Ordinary Shares have seen a total return of 125.8%, or 15.7% per year (31 May 2012 to 31 December 2017, source Bloomberg).
Name change, modification of investment strategy and change of fee structure
As a result of a wide-ranging strategic review in mid-2017, the Company changed its name from the Premier Energy and Water Trust PLC to Premier Global Infrastructure Trust PLC with effect from 1 November 2017. This takes into account that the Company, in compliance with its existing investment mandate, is now investing a portion of its assets into non-utility infrastructure companies. This includes roads, ports, airports, and telecommunications infrastructure. Furthermore, over time there has been a reduction in UK investments, and the Company has become increasingly global.
By the year end just over 10% of the portfolio was invested in non-utility infrastructure companies.
Additionally a new portfolio classification structure has been adopted, being yield equities (held primarily for yield, typically larger companies located in more developed markets), growth equities (typically smaller companies, often located in emerging markets), and lastly yield companies ("yieldcos") and investment companies. Further details may be found in the Investment Managers' Report.
The Manager agreed to reduce the annual management charge from 1.0% to 0.75% per year, and to remove the performance fee structure as of 1 January 2018..
The objective of these changes is to enhance the investment offering, along with reducing the on-going charges. This may create the opportunity to grow the size of the Trust, further spreading the fixed costs per share and delivering improved shareholder value over time.
Overview
2017 was a year in which the majority of the Company's portfolio performed well, but a sharp fall in the value of one of the larger investments offset these gains.
Taking the negative first, OPG Power Ventures endured a difficult year, with its shares falling 70%. This investment is dealt with in more depth in the Investment Managers' Report, but the Managers believe the negativity surrounding it is substantially overdone, and are hopeful of a recovery.
On the positive side, European investments delivered another strong year. The Company's Chinese holdings recorded continued earnings growth, and (in a break with the past few years) these also translated into share price gains. Latin American investments delivered a reasonable return, benefiting from a period of relative political stability, and a market friendly election result in Chile toward the year end.
PGIT's US investments performed well for the most part, but UK utilities continue to be weak in a difficult political environment. The UK Government's position has been undermined following a disappointing election result and further uncertainty can be expected.
Sterling gained some 9.5% against the USD over the year, which was a substantial headwind for UK based investors in global assets. The performance of the portfolio in local currency terms was therefore better than it first appears simply by considering the headline figures.
Part of the strength of sterling was mitigated through currency hedging mainly against the USD and HKD (which is pegged to the USD), and also the Euro. Hedges were removed in September following a period of strength in sterling. In total, gains on currency hedging amounted to £1.1 million during the year.
ZDP Shares
Following strong gains in 2016, the performance of the ZDP Shares was more muted in 2017, with the ZDPs gaining 2.2% to close the year at 115.50p. The ZDP Shares will mature in November 2020 at a value of 125.6519p; and at 31 December offered a yield to maturity value of 2.9% per year.
The asset cover of the ZDP Shares at the year-end was 1.73x, little changed on 2016.
Income and dividends
2017 has been a strong year for income. Revenue return per Ordinary Share increased by 6.2% from 10.91p in 2016 to 11.59p in 2017.
Several holdings increased their dividends in 2017 on the back of improved earnings. In particular many of the larger emerging market holdings generated higher income such as China Everbright, (HKD dividends per share recorded in PGIT's 2017 financial year were up 28.2%), and Huaneng Renewables (HKD dividend up 36.7%). The Company's two Romanian investments, both regulated network utilities, each paid additional dividends toward the end of the year.
PGIT's investments in US oil and gas infrastructure, mainly held through two listed closed end funds, are now a significant source of income. Dividends declared by these investments were steady year on year. The Managers increased PGIT's exposure to US renewable energy during the year, and the relatively high yields available from these investments also enhanced revenue returns.
Although sterling appreciated against the USD over the year, the average level of sterling in 2017 was 3.5% below 2016, which brought a benefit to the revenue account. The recent strength of sterling may however, act as a headwind to revenue returns in 2018, although we expect further dividend increases at the portfolio level.
Your Board has declared a 4th interim dividend of 4.30p which will be paid on 29 March 2018 to shareholders on the register at the close of business on 9 March 2018.
Including the first three interim dividends paid during the year, each of 1.90p, the total dividend to be paid in respect of 2017 is therefore 10.00p per Ordinary Share, a 3.1% increase on the dividend paid in respect of 2016.
Board development
As I reported last year, Kasia Robinski was appointed to the Board in February, and has made a valuable contribution in her first year. Ian Graham has indicated his intention to retire from the Board at the forthcoming AGM. Ian has served on the Board for 14 years and has been a valued colleague and great supporter of the Company. Ian has chaired the Audit Committee since August 2012, which he has done with vigour and knowledge, and I would like to thank him for leading the process to select KPMG LLP as the Company's new auditor. Kasia has replaced Ian as Chair of the Audit Committee.
In continuation of the director succession plan, the Board has undertaken a search for new directors using an independent search firm, and intends to appoint Victoria Muir after the announcement of the 2017 results. Victoria has had an outstanding career in the distribution of financial products, having most recently been Global Head of lnvestor Relations at BlueBay Asset Management, and prior to that Head of Client Account Management, and a director, at Royal London Asset Management. She has an intimate knowledge of the investment trust investor universe, and is a director of Invesco Perpetual Select Trust plc. We are delighted that Victoria will be joining us and believe she will will be able, in particular, to the assist in the development of the Company and its shareholder base. Victoria will stand for election at the forthcoming the AGM.
Regulatory matters
The existing European legal framework governing financial markets, known as the Markets in Financial Instruments Directive (MiFID I), has been updated with a new directive and regulations, collectively referred to as MiFID II. The changes became effective on 3 January 2018. They are designed to ensure that financial services institutions provide high standards of investor protection and market transparency.
One of the main changes the Directive introduces relates to investment research. Following the introduction of MiFID II, investment managers are only permitted to receive external research from third parties when it is paid for from a separate Research Payment Account (RPA) managed in accordance with the rules of the Financial Conduct Authority (FCA). Currently, external investment research is paid for by the Company, funded from commissions paid when investments are traded.
The Board has agreed with Premier that the Company will continue to meet the cost of external investment research, although this will be through explicit research payments incurred within a pre-determined budget. Trading commissions will be incurred at a lower rate than previously, as they will not include an implicit research payment element.
MIFID II is not expected to lead to a material change in returns or overall costs for the Company.
In compliance with the new Packaged Retail and Insurance-based Investment Products regulations which came into effect on 3 January 2018 the Company has published a Key Information Document (KID) which can be viewed on the Company's area on Premier's website.
The Company is not responsible for the information contained in the KID. The process for calculating the risks, costs and potential returns is prescribed by regulation. The figures in the KID may not reflect the expected returns for the Company and anticipated returns cannot be guaranteed.
Shareholder relations
The Board and Investment Managers welcome contact with existing and potential shareholders. The Company's AGM will be held on Tuesday, 24 April 2018, at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE where a presentation will be given, and it is hoped that shareholders will be able to attend on this date. Light refreshments will be available after the AGM. Shareholders can find additional details regarding your Company including factsheets and articles on topics relating to both the infrastructure sector and the Company on Premier's website at: www.premierfunds.co.uk.
Outlook
Despite the lacklustre 2017, we remain hopeful for 2018. The Company's portfolio continues to see earnings growth, and those investments which under-performed in 2017 should see a recovery.
Currency remains a key variable for PGIT, and the progress of Brexit negotiations has the potential to cause further movements in value.
While markets look to be fairly valued in many places, the global economy is moving in a positive direction with economic growth being seen in both developed and emerging markets.
Geoffrey Burns
Chairman
5 March 2018
Investment Managers' Report
for the year to 31 December 2017
Performance
The infrastructure sector underperformed wider equity markets in 2017. Global equity markets continued to set new highs, and it is perhaps unsurprising that a defensive asset class such as infrastructure, and especially the utility segment, should lag behind.
Sterling enjoyed one of its better years, recovering from its post Brexit referendum weakness in the second half of 2016. Sterling gained 9.5% measured against the USD, which acted to reduce returns to UK based investors.
The FTSE All-World Utilities Index returned 6.0% against 13.8% for the FTSE All-World Index (both stated as total return, GBP adjusted). PGIT's gross assets total return was 1.7%.
PGIT's underperformance for the year mainly relates to one investment, OPG Power Ventures, which is discussed further below. On the whole, the portfolio performed well.
Name change and modification of strategy
As discussed in the Chairman's Statement, the Company has changed its name to reflect its global remit, and has also modified its strategy to include non-utility infrastructure assets. At the year-end just over 10% of the portfolio was invested in non-utility infrastructure companies.
We have also adopted a new classification structure which we hope will give shareholders greater insight into the portfolio composition. This comprises four categories. Firstly, yield equities, being those companies held primarily for their yield, typically above 3.5%, which would mainly be represented by larger more mature incumbent businesses, usually in developed markets. Secondly growth equities, being those investments held primarily for capital rather than income returns, typically being smaller companies located in emerging markets. Thirdly, yield companies ("yieldcos") and investment companies. Yieldcos are companies set up to own a portfolio of cash producing assets, and pay out a high proportion of their cash-flow as a dividend to shareholders. This has been an increasingly common way to invest in renewable energy in recent years. The Company may also invest in other investment companies in order to take advantage of a discount, or to access a particular specialist area. Lastly, fixed income investments, to the extent that any are held from time to time, should appropriate returns be available (no fixed income investments are currently held).
In terms of sector classification, exposure to the Electricity subsector has been substantially reduced, and Renewable Energy increased. The reduction in the Electricity sub-sector can be accounted for by the fall in value over the year of OPG Power Ventures, plus sales during the year of some sector holdings such as China Power International, Hafslund, and National Grid.
The increase in Renewable Energy is a result of the acquisition of several North American yieldcos in the second half, which are detailed below. Following the strategy change, investments have also now been made covering Toll Roads, Ports, and Telecoms Infrastructure.
Yield equities
2017 was a good year for what is now the Company's largest investment, Brazilian water company Cia de Saneamento do Parana, or "Sanepar". Unlike electricity, water has always been regulated at state level in Brazil, which has led to politically influenced tariffs, sub-optimal returns, a consequent lack of investment and poor quality of service. The Federal Government has recently taken an increased involvement, however, setting up a national regulator to oversee the tariff setting process, and ensure minimum standards are met. States not complying will be restricted from borrowing from the Federal investment bank.
Sanepar has been one of the first to go through a re-regulation process, receiving a 25.6% tariff increase early in the year, to be phased in over 8 years (with the company being compensated for lost time value of money as though it had received the increase in one amount). The first instalment, of 8.5%, was implemented in June.
The improved outlook allowed the company to implement a share restructuring, combining its voting and non-voting share classes into units, which enabled the State of Parana to monetise its investment, and improved liquidity for shareholders. Sanepar's shares gained 8.8% in 2017 (having gained 220.9% in 2016).
The two UK yield equity positions fared less well. SSE's shares lost 15.0%, and Pennon's lost 5.3%. UK energy retail businesses remain in the firing line for alleged profiteering (ignoring the fact that two of the big 6 are loss making and that many of the smaller suppliers are also struggling). With this in mind, SSE announced a deal to combine its retail business with that of npower, and spin off the combined entity. We are supportive of the principle, and believe it should help to re-rate the remainder of its business.
Pennon's weakness can be blamed on a realisation that the next water review (w.e.f. 2020) will be tougher than the last, and also a rotation away from "bond proxies" in the UK market.
In the US, the performance of the portfolio's yield equity investments was mixed. On the one hand, Avangrid, which operates both as a regulated utility and also as a renewable energy developer, saw its shares gain 33.5%. It benefitted from a combination of a modest valuation, and continued strong execution on new renewable energy assets. Less successful was oil and gas infrastructure company Enbridge. Enbridge digested a major acquisition in the year, which (according to the company, temporarily) looks to have hit earnings. Its shares fell 13.0% despite a 13.8% increase in dividends declared. It is operating in an excellent sub-sector however, and having now settled its investment and financing plan for the 2018-2020 period, should see an improved performance.
Two non-utility yield equity investments were also made in the latter part of the year. Firstly Italian motorway owner Atlantia, which is seeking further overseas expansion, having already acquired roads and airport assets in Poland, Brazil and France. It is a business with a high level of revenue visibility, strong cash flows, and a reasonable valuation. Secondly Thai fibre-optic network owner Jasmine Broadband Internet Infrastructure adds to PGIT's yield through the high level of dividend arising from its largely contracted fibre network. Both investments performed well since their acquisition during the year.
ACEA, the Rome based multi-utility, has been one of the better performers in the portfolio over the past few years, and with hindsight, should have held a higher portfolio weighting. 2017 was no exception, with its share price gaining 33.3%, coupled with a 24.0% increase in dividend.
Growth equities
The largest investment position at the start of the year was OPG Power Ventures, an Indian power generation company. 2017 was a difficult year for OPG, with its share falling by 70%, most of which came in the second half of the year. This has arisen from an increasing coal price which appears to have caught them unawares, and more importantly, unhedged. OPG expects a combination of tariff increases and coal price falls to help restore profitability during 2018.
On a more positive note, in its September 2017 interim results released in December, OPG confirmed that the Gujarat plant has received authorisation of its "group captive" status, and the plant will for the first time be selling its entire output through this model. This should be a material addition to profitability in its financial year to March 2019, and, we believe, is underappreciated by the market.
In contrast to India, China continued to deliver good results for the Company. The three significant Chinese holdings China Everbright International ("CEI"), Huaneng Renewables ("HNR") and Beijing Enterprises Holdings ("BEH") all delivered higher earnings and, unlike 2016, share price growth.
Waste to energy company CEI won several new concessions to build and operate waste incineration plants, with volumes processed at operational plants also showing strong growth. CEI's 2016 net earnings grew by 33.6%, and interim 2017 earnings by a further 48.5%. It was encouraging to see its shares gain 27.0% in the year. The move away from landfill towards more environmentally friendly treatment methods, such as incineration, has many years to run and is an important part of Chinese environmental policy.
Renewable energy is another key growth area in China, which the government encourages through fixed long term tariffs. PGIT's investment in HNR performed well, recording a strong increase in earnings over both 2016 and 2017, and in the circumstances its share price increase of 5.1% was lower than we might have hoped for.
Gas distribution continues to benefit from the long term move from coal to gas. BEH, which distributes gas in Beijing, saw further growth in earnings over the year, and its shares gained 26.6% following a disappointing performance in the previous year. Its water treatment division also performed well.
A new investment in the year following the strategy modification, is DP World ("DPW"). DPW is a global port operator, its main assets being located in the UAE, Canada, South Korea, and Australia. In the UK, DPW operates at two locations, Southampton and also the new London Gateway development on the Thames at Tilbury. The London Gateway terminal is well located, and has the potential to become a significant asset for the group.
We have categorised some of the US utility holdings within the Growth Equities classification of the portfolio, as a result of their relatively high asset growth, and low yields. California based Edison International ("EIX") is one such company; its regulated asset base is expected to grow at almost 10% per year over the 3 years to 2020. However in December 2017 California suffered devastating wildfires, and while there is no indication that EIX's facilities were responsible, the shares have fallen on the possibility that it may be held in some way liable.
Yieldcos and investment companies
Although yieldcos might be a new concept for shareholders, the Company has held several of these investments over recent years. At the end of the 2016 financial year, PGIT held investments in Pattern Energy, Saeta Yield, NRG Yield, Abengoa Yield (now Atlantica Yield) plus Keppel Infrastructure Trust (which was sold during the year). In 2017 further investment has been made in these companies, which have also been joined by Brookfield Renewable Energy Partners and Transalta Renewables.
What these companies have in common are highly visible cash flows, usually from fixed feed in tariffs or long term Power Purchase Agreements ("PPAs"), from a portfolio of operational renewable energy assets. They pay high distributions, which are declared based on cash flows rather than accounting earnings. They acquire existing assets rather than act as developers, and thus do not tend to take construction risks. We have focussed on overseas opportunities, rather than UK, as we believe valuations, yields and growth opportunities are higher in the US and Europe.
Investments held during 2017 performed well. NRG Yield, Saeta Yield, Pattern Energy, and Atlantica Yield's shares gained 22.7%, 20.6%, 13.2%, and 9.6% respectively. This is in addition to above average yields received from these investments.
The First Trust MLP and Energy income Fund, a closed end fund investing mainly in US energy infrastructure assets, saw a modest 3.0% fall in its share price over the year, although it paid a high yield of approximately 9% during 2017. We continue to view US oil and gas infrastructure as an under-valued sector, especially compared to the US utility sector. The sector has had a high level of equity issuance as the US develops new upstream oil fields, and this has held back returns. We added a further closed end investment company investing into the sector during the year, the CenterCoast MLP and Infrastructure Fund.
Fixed interest
At the start of the year the portfolio contained several bonds - mainly acquired in late 2015 and early 2016 - in US renewable energy and oil and gas energy infrastructure companies. The low oil price seen during that period had caused some market dislocation, and we felt that many of the bonds issued by companies operating in these areas (many of which we already held as equities) had been unfairly penalised, and that in fact their business models should not be particularly sensitive to oil prices. This proved to be an excellent investment opportunity.
These investments were all sold in 2017 as they had reached a level we considered to be fair value, and have resulted in some excellent gains. For instance the Kinder Morgan 7.5% 2040 bond was sold in March 2017, having returned 68.8% in sterling to PGIT since its acquisition one year earlier in February 2016. Likewise the Pattern Energy 4% 2020 convertible bond returned 43.4% over a similar period on the same basis. Lastly in the case of Terraform Global 9.75% 2022 bonds, the Company made a return of 84.7% between its first acquisition in October 2015 and final sale in March 2017.
Currency and geographic allocation
The Company's exposure to North America has increased as a result of the additional investment into yieldcos. The portfolio was pruned of some of its smaller Chinese investments in the fourth quarter, retaining only those larger higher conviction investments discussed above. Likewise lower weighted UK holdings, such as National Grid, were also sold in the year, which, together with generally falling share prices, accounted for the reduction in the UK weighting.
Although sterling appreciated 9.5% against PGIT's main foreign exchange exposure, the USD, it lost 4.0% against the Euro. We hedged both these currencies to varying degrees through the year, plus the HKD which is of course pegged to the USD. This mitigated some of the potential net loss to the portfolio from currency movements.
Although the managers have the power to hedge against adverse currency movements, the Company has no formal or quantitative currency hedging policy. We are prepared to hedge currencies in extremis, where we feel that foreign currencies have become materially over-valued, or sterling has become under-valued. Hedging decisions are made in consultation with the Board, and with the other investment teams at Premier. The market is kept informed of the extent of any active hedge position via monthly commentary within the Company's factsheet and the interim and annual reports.
Outlook
Although 2017 did not turn out to be a particularly pleasing year for PGIT shareholders, we are optimistic for prospects in 2018.
We continue to see increased earnings within the portfolio, particularly in many of the emerging market investments, which trade at modest valuation levels.
UK and US utilities lost ground toward the end of 2017 and into 2018 as markets sold down stocks with valuations deemed to be more sensitive to movements in interest rates, so called "bond proxies". Markets tend to include regulated utilities in this category. This, we believe, has created an investment opportunity, and post year end we were able to re-purchase shares in National Grid, for example, at a significantly lower level than that at which we sold them in early 2017. Markets have failed to recognise that in the medium to long term regulated utilities can actually benefit from higher interest rates, as their allowed returns are set partly by reference to interest rates, and higher rates therefore produce higher returns for investors over time.
PORTFOLIO CLASSIFICATION BY INVESTMENT TYPE
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| Yield equities | 40.2% |
| Growth equities | 34.0% |
| Yieldcos and investment companies | 25.8% |
Source: PFM Ltd
PORTFOLIO CLASSIFICATION BY SECTOR
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| 2017 | 2016 | |
| Renewable Energy | 30.27% | 16.14% |
| Multi Utilities | 18.65% | 24.60% |
| Electricity | 15.82% | 37.64% |
| Water & Waste | 13.41% | 12.77% |
| Gas | 11.54% | 8.85% |
| Toll Roads | 3.82% | 0% |
| Ports | 3.74% | 0% |
| Telecoms Infrastructure | 2.75% | 0% |
Source: PFM Ltd
PORTFOLIO GEOGRAPHICAL ALLOCATION
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| 2017 | 2016 | |
| North America | 31.46% | 24.58% |
| China | 15.20% | 17.82% |
| Latin America | 12.68% | 10.33% |
| Europe (excluding UK) | 9.95% | 7.65% |
| United Kingdom | 7.60% | 10.03% |
| Asia (excluding China) | 6.11% | 4.83% |
| Global | 4.86% | 8.54% |
| India | 4.48% | 8.39% |
| Eastern Europe | 3.92% | 4.63% |
| Middle East | 3.74% | 3.19% |
Source: PFM Ltd
PORTFOLIO MARKET CAPITALISATION PROFILE
[GRAPHIC REMOVED]
| Large Cap (> £10bn) | 26.0% |
| Medium Cap (£2bn to £10bn) | 30.7% |
| Small Cap (£250m to £2bn) | 36.2% |
| Micro Cap (< £250m) | 7.1% |
Source: PFM Ltd
PORTFOLIO CONCENTRATION
[GRAPHIC REMOVED]
| 10 largest investments | XXX% |
| 11th to 20th | XXX% |
| 21st to 30th | XXX% |
| 31st to 35th | XXX% |
Source: PFM Ltd
James Smith
Claire Long
Premier Fund Managers Limited
5 March 2018
Investment Portfolio
at 31 December 2017
| Value | % total | Ranking | Ranking | |||
| Company | Activity | Country | £000 | investments | 2017 | 2016 |
| Cia de Saneamento do Paraná | Water & Waste | Latin America | 3,081 | 5.6 | 1 | 7 |
| First Trust MLP and Energy Income Fund | Multi Utilities | North America | 2,785 | 5.1 | 2 | 4 |
| China Everbright Intl. | Water & Waste | China | 2,734 | 5.0 | 3 | 9 |
| SSE | Electricity | United Kingdom | 2,616 | 4.8 | 4 | 2 |
| Huaneng Renewables | Renewable Energy | China | 2,297 | 4.2 | 5 | 13 |
| Avangrid | Multi Utilities | North America | 2,243 | 4.1 | 6 | 10 |
| NRG Yield | Renewable Energy | North America | 2,230 | 4.1 | 7 | 21 |
| Beijing Enterprises Holdings | Gas | China | 2,194 | 3.9 | 8 | 5 |
| Atlantia | Toll roads | Europe (excluding UK) | 2,103 | 3.8 | 9 | - |
| DP World | Ports | Middle East | 2,062 | 3.7 | 10 | - |
| Saeta Yield | Renewable Energy | Europe (excluding UK) | 1,740 | 3.2 | 11 | 32 |
| Brookfield Renewable Partners | Renewable Energy | North America | 1,680 | 3.1 | 12 | - |
| ACEA | Multi Utilities | Europe (excluding UK) | 1,640 | 3.0 | 13 | 31 |
| Pennon Group | Water & Waste | United Kingdom | 1,574 | 2.8 | 14 | 11 |
| Enbridge | Gas | North America | 1,566 | 2.8 | 15 | 34 |
| Edison International | Electricity | North America | 1,496 | 2.7 | 16 | 19 |
| Atlantica Yield | Renewable Energy | Global | 1,481 | 2.7 | 17 | 47 |
| TransAlta Renewables | Renewable Energy | North America | 1,458 | 2.7 | 18 | - |
| Pattern Energy Group | Renewable Energy | North America | 1,429 | 2.6 | 19 | - |
| Center Coast MLP & Infrastructure Fund | Multi Utilities | North America | 1,420 | 2.6 | 20 | - |
| Omega Geracao | Renewable Energy | Latin America | 1,415 | 2.6 | 21 | - |
| Transgaz | Gas | Eastern Europe | 1,400 | 2.5 | 22 | 22 |
| OPG Power Ventures | Electricity | India | 1,354 | 2.4 | 23 | 1 |
| Jasmine Broadband Internet | Telecoms Infrastructure | Asia (excluding China) | 1,328 | 2.4 | 24 | - |
| Cia Paranaense Energia | Electricity | Latin America | 1,251 | 2.3 | 25 | 15 |
| Enel Americas | Electricity | Latin America | 1,239 | 2.2 | 26 | 26 |
| Gas Natural | Gas | Global | 1,196 | 2.2 | 27 | - |
| Metro Pacific Investments | Multi Utilities | Asia (excluding China) | 1,163 | 2.1 | 28 | 24 |
| China Everbright Greentech | Renewable Energy | China | 1,150 | 2.1 | 29 | - |
| Mytrah Energy | Renewable Energy | India | 1,112 | 2.0 | 30 | 44 |
| Sempra Energy | Multi Utilities | North America | 1,028 | 1.8 | 31 | 23 |
| Transelectrica | Electricity | Eastern Europe | 760 | 1.3 | 32 | 14 |
| TPI Polene Power | Renewable Energy | Asia (excluding China) | 688 | 1.2 | 33 | - |
| Sarana Menara Nusantara Tbk | Telecoms Infrastructure | Asia (excluding China) | 186 | 0.3 | 34 | - |
| 55,099 | 99.9% | |||||
| Value | % total | |||||
| Unquoteds | Activity | Country | £000 | investments | ||
| PGIT Securities 2020 PLC | ZDP subsidiary | United Kingdom | 50 | 0.1 | ||
| (formerly PEWT Securities 2020 PLC) | ||||||
| ITI Energy | In liquidation | United Kingdom | - | - | ||
| Total investments | 55,149 | 100.0% |
Review of Top Ten Holdings
at 31 December 2017
| 1. | Cia de Saneamento do Paraná |
| Market cap £1.3bn | |
| www.sanepar.com.br |
Companhia de Saneamento do Paraná, or "Sanepar" is the water and sewerage company in the state of Paraná in Brazil. Following Brazilian regulatory changes to encourage increased investment in the water sector, in March the company announced that a 25.6% tariff increase had been agreed with its regulator, albeit to be phased in over 8 years. Implementation of the tariff increase has been written into the company's by-laws, and has also allowed the state of Paraná to monetise a substantial part of its investment, improving liquidity. The implementation of the first tranche of the tariff increase in June started to feed through to results in the third quarter, which saw a strong increase in profitability. Sanepar's shares gained 8.8% during 2017 and represented 5.6% of the portfolio at the end of the year.
| 2. | First Trust MLP and Energy Income Fund |
| Market cap £541m | |
| www.ftportfolios.com |
First Trust MLP and Energy Income fund ("FEI") is a US listed closed end fund investing in North American oil and gas pipelines and utility infrastructure. FEI's focus has been on businesses which have little or no exposure to the oil price or volumes. The rapid expansion of the US shale gas industry has led to sizable issuance of new equity from companies developing associated infrastructure, and we believe this to be the major reason why its shares fell by 3.0% over the year. It did however pay a high level of dividend, and at the year-end evidenced a prospective dividend yield of 9.1%.
| 3. | China Everbright International Limited |
| Market cap £4.7bn | |
| www.ebchinaintl.com |
China Everbright International ("CEI") is a leading waste to energy and waste water treatment company operating in mainland China. The company has seen strong and consistent business growth over several years as the Chinese Government prioritises the proper handling and disposal of waste. 2016 earnings continued this trend, rising 33.5%, which was followed by an acceleration to 48.5% growth announced at the interim results to June 2017. The company has reported further substantial project wins during 2017 underpinning future growth. Its shares gained 27.0% over the year.
| 4. | SSE PLC |
| Market cap £13.4bn | |
| www.sse.com |
SSE is involved in the generation, transmission and supply of electricity, and the production, storage and supply of gas, to over 9 million customers. Approximately three quarters of its earnings base derives from either regulated electricity and gas networks or renewable energy assets. These are assets with regulated, growing, and highly visible revenue streams, and are performing well for the company. Despite this, SSE's shares lost 15.0% during the year as the market focussed on political risks to its energy retail business. In response, SSE has announced its intention to spin off its retail business and, subject to required approvals, combine it with that of npower, the loss-making subsidiary of German utility Innogy. Although this is unlikely to take place before the end of next year, together the two supply businesses should be able to extract material synergies, while the demerger should improve the market rating of SSE's network and renewable assets.
| 5. | Huaneng Renewables |
| Market cap £1.3bn | |
| www.hnr.com.cn |
Huaneng Renewables ("HNR") is a Chinese renewable energy developer, which had installed capacity of 11.1GW at the end of June 2017, this being about the same as the total UK on-shore wind capacity. The majority of its energy capacity is comprised of wind assets, although solar installations are its fastest growth area. Its operations are spread throughout China, and the Chinese Government incentivises renewable energy production through long term fixed tariffs. Generation volume increased by 15.4% in 2017, and we expect future growth to be equally strong as the company builds new assets and the Chinese electricity grid expands to enable more reliable power evacuation from renewable energy assets. Earnings have increased with output, improving by 12.4% in the first half of the year. HNR's share price gained by 5.2% over the year.
| 6. | Avangrid |
| Market cap: £11.6bn | |
| www.avangrid.com |
Avangrid, 81.6% owned by Spanish utility Iberdrola, was formed from the merger of the Spanish company's US regulated and renewable assets with those of the New England regulated utility, UIL Holdings, at the end of 2015. Normalised earnings rose 13.8% in the first nine months of 2017 with growth in both its utility and renewable energy businesses. Renewable capacity has been forecast by the company to grow 16% during 2017, to 6.6GW, with three quarters of its output expected to be subject to long term power purchase agreements ("PPAs") by the end of the year. Its shares performed well over the past 12 months, rising 33.5%.
| 7. | NRG Yield |
| Market cap: £895m | |
| www.investor.nrgyield.com |
NRG Yield operates renewable and conventional thermal generation assets throughout the United States. At the end of third quarter of 2017 it had wind assets of 2.2GW, thermal capacity of 1.9GW and an installed solar base of 900MW. All of its renewable assets are contracted to 2030 and beyond; although the power purchase agreements ("PPAs") for a proportion of its conventional generation expire in the next five years. NRG Yield is majority owned by its parent, diversified electricity generation company NRG Energy, with whom it has a right of first refusal agreement to acquire a pipeline of assets currently under development, totalling 1.1GW as at the end of September. Despite slightly weak results over the first three quarters of 2017, due to below average North American wind speeds, its shares rose 22.7% over the year.
| 8. | Beijing Enterprises Holdings |
| Market cap: £5.5bn | |
| www.behl.com.hk/en |
Beijing Enterprises Holdings ("BEH") is a utility conglomerate which comprises 100% ownership of the gas distribution network in Beijing, a 40.0% stake in China's main "East to West" high pressure gas transmission pipelines, and a 23.1% stake in China Gas Holdings ("CGH"), a separately listed gas distribution business operating across China. In addition it has a 43.7% ownership stake in separately listed Beijing Enterprises Water ("BEW"), a national waste water treatment business. Key to the Chinese government's drive to clean up the country's air quality and reduce CO2 emissions, is a switch from coal to gas as the primary source of both electricity generation and heating. Showing consistent levels of growth as compared to 2016, BEH reported growth in net earnings of 10.3% in the first half of 2017, reflecting volume growth in gas through its pipes, including a 12.7% through the transmission pipelines, and 24.0% at CGH. 2018 will see the commissioning of a fourth East to West transmission pipeline, which will enable further volumes of gas to reach the east coast of China. BEH's share price increased by 26.6% over 2017.
| 9. | Atlantia |
| Market cap £19.3bn | |
| www.atlantia.it |
Atlantia operates toll road networks, predominantly in Italy, where it has over 3,000km, and in Brazil (1,500km). In addition it has highway assets in Chile, India and Poland, as well as operating the two main airports in Rome, Bologna airport and a group of three airports in the south of France, acquired at the end of 2016. In May 2017 Atlantia made a bid for Spanish toll road operator Abertis, which also has sizeable operations in France and Latin America. Its bid was subsequently countered by a higher offer from Hochtief. Both bids however require approval by Spanish and international regulators before being considered by the Abertis board, so the outcome is unlikely to be known for several months. Meanwhile the earnings from Atlantia's existing operations have grown by a steady 5.8% during the first three quarters of 2017, and its shares increased in value by almost 8% since being acquired for the Trust in May.
| 10. | DP World |
| Market cap: £15.4bn | |
| www.dpworld.com |
DP World operates 78 port and inland terminal assets, in 42 countries, with gross capacity of 85m TEU (twenty foot equivalent units, a measure of capacity in container transportation) and attributable capacity of 42.4m TEU. Its most significant assets currently are Jebel Ali in the UAE, Prince Rupert in Canada and Pusan in South Korea. In the UK it operates Southampton container terminal and is behind the development of London Gateway at Tilbury. The group is targeting 100m TEU gross capacity and 55m TEU owned capacity by 2020. Interim results in June showed flat earnings, however underlying results, assuming constant currency rates, would have seen earnings increased by 15.8% on the back of a 7.7% increase in gross container volume. Its shares have risen by 9% since they were first purchased in early September, and amounted to 3.7% of the portfolio at the year end.
Directors
Geoffrey Burns - Chairman
Geoffrey Burns has worked in the investment fund industry for over thirty years. From 1997 to 2000 he was a director of and head of investment trusts at Murray Johnstone Ltd. Mr Burns is an adviser to a number of government and multilateral agencies who make investments in private equity funds in emerging markets including the Asian Development Bank. Mr Burns is a director of the Swiss Investment Fund for Emerging Markets AG and Chairman of City Natural Resources High Yield Trust PLC. Mr Burns was appointed as a non-executive director of the Company on 12 September 2003 and was appointed Chairman on 26 April 2005.
Ian Graham
Ian Graham has over twenty years' experience as an investment analyst, more than half of which were spent covering utilities, having worked at Scrimgeour Kemp-Gee, Simon & Coates, Nat West Securities and Merrill Lynch until 2001. Mr Graham was appointed as a non-executive director of the Company on 12 September 2003 and retired from being the Chairman of the Audit Committee on 31 October 2017.
Gillian Nott OBE
Gillian Nott worked for 12 years early in her career in the energy business including positions with BP. She went on to be CEO of ProShare, deputy chairman of the Association of Investment Companies and a non-executive director of the Financial Services Authority. She has also sat on the board of a number of investment and venture capital trusts. She is currently Chairman of JP Morgan Russian Securities plc. Mrs Nott was appointed as a non-executive director of the Company on 1 March 2016.
Kasia Robinski - Chairman of the Audit Committee
Kasia Robinski has over 25 years experience in private equity and investment banking including with Hanover Investors, Prospect Investment Management, the Sutton Company (now Sutton Trust) and Goldman Sachs. She has served on numerous international boards and has undertaken various operating roles, including CFO and CEO, in a broad range of sectors from media through to oil and gas. Ms Robinski holds an MSc degree in Engineering/Economics from Cambridge University and an MBA from the Stanford Business School. She is currently a non-executive director of Gabelli Value Plus + Trust PLC and Henderson International Income Trust PLC. Ms Robinski was appointed as a non-executive director of the Company on 28 February 2017 and was appointed the Chairman of the Audit Committee on 31 October 2017.
Investment Managers
James Smith
James joined Premier in June 2012, after spending fourteen years at Utilico, specialising in the global utilities, transportation infrastructure, and renewable energy sectors. During this time he gained extensive experience in both developed and emerging markets. He was previously a director at Renewable Energy Holdings PLC and Indian Energy Ltd. James is a Chartered Accountant and Barrister.
Claire Long
Claire joined Premier in December 2008. Previously she ran a UK smaller companies fund at Rothschild Asset Management after spending four years at Foreign and Colonial where she covered a range of markets, including the UK and Japan. She is an Associate of the CFA UK.
Strategic Report
for the year ended 31 December 2017
The Directors submit to the shareholders their Strategic Report, Directors' Report and the Audited Financial Statements of the Company for the year ended 31 December 2017.
Business Model and Strategy
Business and tax status
The Company is an investment trust and its principal activity is portfolio investment. In the opinion of the Directors, the Company has conducted its affairs during the period under review, and subsequently, so as to maintain its status as an investment trust (see page 18 for tax description). This allows the Company to obtain an exemption from paying taxes on the profits made from the sale of its investments. Investment trusts offer a number of other advantages for investors, including access to investment opportunities that might not be open to private investors and to professional stock selection skills at low cost.
The Company is an investment company as defined in Section 833 of the Companies Act 2006. The Company is not a close company for taxation purposes.
Change of Company name
The Board of Premier Energy and Water Trust PLC announced on 1 November that the name of the Company had changed to Premier Global Infrastructure Trust PLC in order to reflect a change of investment emphasis within the Company's portfolio. The name change was registered at Companies House the same day and the Registrar of Companies issued the Certificate of Incorporation on Change of Name. Simultaneously the name of the Company's subsidiary, PEWT Securities 2020 PLC, was changed to PGIT Securities 2020 PLC. The name change was also registered at Companies House the same day and the Registrar of Companies issued the Certificate of Incorporation on Change of Name.
Investment objectives
The Company's investment objectives are to achieve a high income from, and to realise long-term growth in the capital value of its portfolio. The Company will seek to achieve these objectives by investing principally in equity and equity related securities of companies operating primarily in the energy and water sectors, as well as other infrastructure investments.
High income
The full year dividend for 2017 totalled 10.0p (9.7p for 2016) representing a yield of 6.8% on the year end share price.
The chart on page 3 shows the annual dividends paid by the Company since 2004, its first full year, highlighting special dividends that were paid in each year.
Long term growth in capital value
The asset value of the Company's portfolio will be heavily influenced by performance of the Utility and Infrastructure Sectors and global stock markets. The Directors meet with the Investment Manager regularly to discuss the portfolio.
Investment policy
The policy of the Directors is that, in normal market conditions, the portfolio of the Company should consist primarily of a diversified portfolio of equity and equity-related securities of companies operating in the energy and water sectors, as well as other infrastructure investments. There are no restrictions on the proportion of the portfolio of the Company which may be invested in any one geographical area or asset class. There are no borrowings under financial instruments or the equivalent of financial instruments but investors should be aware of the gearing effect of the ZDP Shares within the capital structure. The Company's policy is not to employ any gearing through long-term bank borrowing. The Company can, however, employ gearing through the issue of ZDP Shares.
The Company will manage and invest its assets in accordance with its published investment policy. Any material change to this policy will only be made with the approval of Shareholders by ordinary resolution unless otherwise permitted by the Listing Rules.
Investment restrictions
The Company will not:
1) invest more than 10%, in aggregate, of the value of its gross assets at the time the investment is made in other UK listed closed-ended funds, provided that this restriction does not apply to investments in any such closed-ended funds which themselves have stated investment policies to invest no more than 15% of their total assets in other listed closed-ended funds;
2) invest more than 15% of its gross assets in listed closed-ended funds;
3) invest more than 15% of the Company's assets, at the time of acquisition, in a single security;
4) invest more than 15% of its gross assets in unquoted securities;
5) invest more than 20% (calculated at the time of any relevant investment) of its gross assets in other collective investment undertakings (open-ended or closed-ended);
6) expose more than 20% of its gross assets to the creditworthiness or solvency of any one counterparty (including the counterparty's subsidiaries or affiliates);
7) invest in physical commodities;
8) cross-finance between the businesses forming part of its investment portfolio including provision of undertakings or security for borrowings by such businesses for the benefit of another;
9) operate common treasury functions as between the Company and an investee company; or
10) conduct any significant trading activity.
In addition to the above restriction on investment in a single company the Board seeks to achieve a spread of risk in the portfolio through monitoring the country and sector weightings of the portfolio.
There will be a minimum of twenty stocks in the portfolio. The Company is geared through ZDP Shares but does not use other gearing on a long-term basis.
Viability statement
In accordance with provision C.2.2 of the Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months required by the "Going Concern" provision. The Board conducted this review for a period of three years which was selected because it was considered to be a reasonable time horizon over which to assess the viability of an investment company. In determining the appropriate period of assessment the Directors had regard to the general advice that equity investment should be made on a medium to longer term view (perhaps 3 to 10 years) but also to evidence that the average holding time for an equity investment is under 3 years. The Directors consider that 3 years is a sufficient investment time horizon to be relevant to shareholders and that choosing a longer time period can present difficulties given the lack of longer term economic visibility. The Board also regularly considers the strategic position of the Company including investor demand for the Company's shares and a three year period is considered to be a reasonable time horizon for this.
The refinancing of the ZDPs in January 2016 has put in place structural gearing until 30 November 2020 but with a reduced level of leverage on the ordinary shares compared to the level prior to the refinancing.
The Directors have carried out a robust assessment of the Company's principal risks and its current position. The principal risks relating to the viability of the Company and the procedures in place to monitor and mitigate them are included in the summary of principal risks set out on pages 18 and 19 below. As the Company's portfolio consists of shares which are listed on regulated markets, many of which are highly liquid, funds can be raised to meet the Company's liabilities as they fall due. The Company has no long-term debt other than the ZDP Shares entitlement. On the basis of the current portfolio yield, the Directors expect the Company to continue to generate a revenue surplus.
Based on the above assessment the Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities to 30 November 2020 (the due date of the 2020 ZDP Shares final capital entitlement).
Return per share - basic
Total return per Ordinary Share is based on the net total loss on ordinary activities after taxation of £(196,000) (31 December 2016: net total return £7,321,000).
These calculations are based on the number of 18,088,480 Ordinary Shares in issue during the year to 31 December 2017 (2016: 18,088,480 the number of Ordinary Shares in issue).
The return per Ordinary Share can be further analysed between revenue and capital as below:
| Year ended 31 December 2017 Pence per Ordinary Share | Year ended 31 December 2017 £000 | Year ended 31 December 2016 Pence per Ordinary Share | Year ended 31 December 2016 £000 | |
| Net revenue return | 11.59p | 2,096 | 10.91p | 1,973 |
| Net capital return/(loss) | (12.68)p | (2,292) | 29.56p | 5,348 |
| Net total return/(loss) | (1.09)p | (196) | 40.47p | 7,321 |
The basic returns per share are equivalent to the fully diluted returns per share. Full details can be found in note 18 on page 53.
Dividends
During the year the following dividends were paid:
| Payment date | Dividend pence (net per share) | |
| Fourth Interim for the year ended 31 December 2016 | 31 March 2017 | 4.00p |
| First Interim for the year ended 31 December 2017 | 30 June 2017 | 1.90p |
| Second Interim for the year ended 31 December 2017 | 29 September 2017 | 1.90p |
| Third Interim for the year ended 31 December 2017 | 29 December 2017 | 1.90p |
Subsequent to the year end but in respect of the year ended 31 December 2017 the Directors have declared a fourth interim dividend of 4.30p, payable on 29 March 2018 to members on the register at the close of business on 9 March 2018. The shares will be marked ex-dividend on 8 March 2018. This dividend relates to the year ended 31 December 2017 but in accordance with the International Financial Reporting Standards, it is recognised in the period in which it is paid. Further dividend details can be found in note 7 on page 49.
Net asset value
The net asset value per Ordinary Share, including revenue reserve, at 31 December 2017 was 165.07p based on net assets as at 31 December 2017 of £29,859,000 divided by number of ordinary shares in issue of 18,088,480 (31 December 2016: 175.86p). The net asset value of a ZDP Share at 31 December 2017 was 109.74p based on the accrued capital entitlement as at 31 December 2017 of £26,418,000 divided by the number of ZDP shares in issue of 24,073,337 (31 December 2016: 104.75p).
Alternative investment fund management directive ("AIFMD")
The Company appointed Premier Portfolio Managers Limited ("PPM") to act as its Alternative Investment Fund Manager ("AIFM") pursuant to an Alternative Investment Fund Management Agreement entered into by the Company and the AIFM on 20 January 2015 (the "AIFM Agreement").
PPM has been approved as an AIFM by the UK's Financial Conduct Authority. The investment management agreement entered into by the Company and Premier Fund Managers Limited ("PFM") on 3 August 2011 (the "IMA") was terminated although PPM has now delegated the portfolio management of the Company's portfolio of assets to PFM on substantially the same terms as those previously in place. The AIFM Agreement is based on the IMA and differs to the extent necessary to ensure that the relationship between the Company and PPM is compliant with the requirements of AIFMD. The fees payable to PPM for acting as the Investment Manager and the notice period under the AIFM Agreement are unchanged from the IMA. PPM will receive a fixed fee of £20,000 per annum in respect of its appointment as the AIFM.
The Company and PPM have also entered into a depositary agreement with Northern Trust Global Services Limited ("NT") pursuant to which NT has been appointed as the Company's depositary for the purposes of AIFMD.
In accordance with AIFMD regulations the Company has published a pre investment disclosure document which can be found on the Company's area on Premier's website at
https://www.premierfunds.co.uk/media/5007/premier-global-infrastructure-trust-pre-investment-disclosure-document-aifmd.pdf
PRIIPs KIDs
The Company has published a Key Information Document ("KID") on 3 January 2018 in compliance with the Packaged Retail and Insurance-based Investment Products ("PRIIPs") Regulation. KIDs for the Ordinary and the ZDP Shares can be found on the Company's area on Premier's website at:
https://www.premierfunds.co.uk/investors/investments/investment-trusts/premier-global-infrastructure-trust
The Company is not responsible for the information contained in the KID. The process for calculating the risks, costs and potential returns are prescribed by regulation. The figures in the KID may not reflect the expected returns for the Company and anticipated returns cannot be guaranteed.
Foreign account tax compliance act ("FATCA")
The Company has registered with the US Internal Revenue Service as a Reporting Financial Institution under the FATCA legislation and has been issued with a Global Intermediary Identification Number ("GIIN") which is W6S9MG.00000.LE.826.
Investment trust tax status
In the opinion of the Directors, the Company has conducted its affairs during the period under review, and subsequently, so as to maintain its status as an investment trust for the purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010. The Company has obtained written approval as an investment trust from HM Revenue & Customs for all accounting periods up to the year ended 31 December 2012, and has made a successful application under Regulation 5 of the Investment Trust (Approved Company) (Tax) Regulations 2011 for investment trust status to apply to all accounting periods starting on or after 1 January 2012 subject to the Company continuing to meet the eligibility conditions contained in Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements outlined in Chapter 3 of Part 2 of the Regulations.
Principal risks associated with the Company (also see note 21 on pages 54 to 60)
Structure of the Group and gearing
The Company is a split-capital investment trust with two separate classes of share, each with different characteristics. Returns generated by the Company's underlying portfolio are apportioned in accordance with the respective entitlements of each class of share. As the Ordinary Shares and ZDP Shares have different rights both during the life of the Company and on a winding-up, shareholders and prospective investors are advised to give careful consideration to their choice of class or classes of share (see page 1 for details of these entitlements).
The Company employs no gearing in the form of bank loans or bonds. The Ordinary Shares are geared by the prior ranking entitlement ZDP Shares issued by its subsidiary.
Dividend levels
Dividends paid on the Company's Ordinary Shares principally rely on receipt of dividends and interest payments from the securities in which the Company invests. The Board monitors the income of the Company and reviews an income forecast for the current financial year at its regular quarterly Board meetings.
Currency risk
The Company invests in overseas securities and its assets are therefore subject to currency exchange rate fluctuations. The Company may hedge against foreign currency movements affecting the value of the investment portfolio where adverse movements are anticipated but otherwise takes account of this risk when making investment decisions.
Liquidity risk
The Company invests principally in highly liquid securities listed on recognised stock exchanges. The Company may invest up to 15% of its gross assets in unquoted securities. These securities may have limited liquidity and be difficult to realise. The investment limits set are monitored at each Board meeting.
Market price risk
Since the Company invests in financial instruments, market price risk is inherent in these investments. In order to minimise this risk, a detailed analysis of the risk/reward relationship of each investee company is undertaken by the Investment Manager prior to making investments. The Board regularly reviews reports on the portfolio produced by the Investment Manager.
Discount volatility
Being a closed-ended company, the Company's shares may trade at a premium or discount to their net asset value. The magnitude of this premium or discount fluctuates daily and can vary significantly. Thus, for a given period of time, it is possible that the market price could decrease despite an increase in the net asset value of the Company's shares. The Directors review the discount levels regularly. The Investment Manager actively communicates with the Company's major shareholders and potential new investors, with the aim of managing discount levels.
Operational
Like most other investment trust companies, the Company has no employees. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Investment Manager and the Company's other service providers. The security, for example, of the Company's assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements, depend on the effective operation of these systems. The Board reviews, at least annually, the performance of all the Company's third party service providers, as well as reviewing service providers' anti-bribery and corruption policies to address the provision of the Bribery Act 2010. The Board and Audit Committee regularly review statements on internal controls and procedures provided by Premier Fund Managers Ltd and other third parties and also subject the books and records of the Company to an annual external audit.
Accounting, legal and regulatory
In order to qualify as an investment trust, the Company must comply with Section 1158 of the Corporation Tax Act 2010. A breach of Section 1158 could lead to the Company being subject to capital gains tax on gains within the Company's portfolio. Section 1158 qualification criteria are continually monitored by the Investment Manager and the results reported to the Board at its regular meetings. The Company must also comply with the Companies Act, the UKLA Listing Rules and the EU Market Abuse Regulation. The Board relies on the services of the administrator, Premier Portfolio Managers Limited and its professional advisers to ensure compliance with the Companies Act and the UKLA Listing Rules. The Company is also required to comply with the Alternative Investment Fund Management Directive ("AIFMD") and was entered in to the register of small registered UK AIFA's with effect from 23 June 2015. On 20 January 2015 however, the Company announced that it had appointed Premier Portfolio Managers Limited ("PPM") as its Alternative Investment Fund Manager and PPM is responsible for ensuring compliance with AIFMD (see page 17).
Political and regulatory risk
The Company invests in regulated businesses which may be subject to political or regulatory interference, and may be required to set pricing levels, or take investment decisions, for political rather than commercial reasons. In some less developed economies, including those in which the Company invests, there are increased political and economic risks as compared to more developed economies. These risks include the possibility of various forms of punitive government intervention together with reduced levels of regulation, higher brokerage commissions, less reliable settlement and custody practices, higher market volatility and less reliable financial reporting. Such factors are out of the control of the Board and the Investment Manager, the Board monitors the performance of its investments at each Board meeting.
Key performance indicators
The Company's Directors meet regularly to review the performance of the Company and its shares. The key performance indicators ("KPIs") used to measure the progress and performance of the Company over time are as follows:
1) The performance against a set of reference points. The Investment Managers' performance is not assessed against a formal benchmark but rather against a set of reference points which are more general in nature and intended to be representative of the broad spread of assets in which the portfolio invests. These references include the FTSE All-World Utilities Total Return Index, FTSE All-World Total Return Index and FTSE All-Share Total Return Index (see Company highlights on page 2). Going forward the FTSE Global Core Infrastructure 50/50 Total Return Index will be included as a reference point.
2) The performance against the peer group. The assessment of the Investment Managers' performance against companies which invest in similar, but not necessarily the same, securities allows the Board to evaluate the effectiveness of the Company's investment strategy.
3) The performance of the Company at the gross asset level. This shows how the assets attributable to shareholders as a whole have performed (see Company Highlights Total Assets Total Return).
4) The performance of the ordinary shares, both in terms of share price total return (i.e. accounting for dividends received) and in terms of net asset value total return. The share price performance is the measure of the return that shareholders have actually received and will reflect the impact of widening or narrowing of discounts to NAV (see graphs on page 3).
5) Ongoing charges. The annualised ongoing charges figure for the year was 1.8% (2016: 1.9%). This figure, which has been prepared in accordance with the recommended methodology of the Association of Investment Companies represents the annual percentage reduction in shareholder returns as a result of recurring operational expenses excluding performance fee. No performance fee is payable in respect of the year ended 31 December 2017 (2016: no performance fee was paid). The performance fee has been discontinued as of 1 January 2018. From 1 January 2018 a reduced management fee payable in arrears of 0.75% per annum of the gross assets of the Company has been agreed. The Board reviews each year an analysis of the Company's ongoing charges figure and a comparison with its peers. The Company also calculates summary cost indicators for publication in the KID, available on the Company's website.
All of these areas were examined throughout the year and the table below summarises the key indicators:
| As at or year to: | As at or year to: | ||
| 31 December | 31 December | ||
| 2017 | 2016 | % change | |
| Total Return Performance | |||
| Total Assets Total Return1 | 1.7% | 17.9% | |
| FTSE All-World Utilities Index Total Return2 (GBP) | 6.0% | 28.7% | |
| Ordinary Share Performance | |||
| Net Asset Value per Ordinary Share (cum income) | 165.07p | 175.86p | (6.1%) |
| Revenue return per Ordinary Share | 11.59p | 10.91p | 6.2% |
| Net dividends declared per Ordinary Share | 10.00p | 9.70p | 3.1% |
| Discount to Net Asset Value | (11.4%) | (7.9%) | |
| Ongoing charges3 | 1.8% | 1.9% |
1 Based on opening and closing total assets plus dividends marked "ex-dividend" within the period. Source: PFM Ltd.
2 Source: Bloomberg.
3 Ongoing charges have been based on the Company's management fees and other operating expenses as a percentage of average gross assets less current liabilities over the year (excluding the ZDPs accrued capital entitlement).
Future prospects
The Board's main focus is the achievement of a high income from the portfolio together with the generation of long-term capital growth. The future of the Company is dependent upon the success of the investment strategy. The investment outlook and future developments of the Company are discussed in both the Chairman's statement on pages 4 and 5 and the Investment Managers' report on pages 6 to 9.
Board diversity
The Nomination Committee considers diversity, including the balance of skills, knowledge, including gender and experience, amongst other factors when reviewing the composition of the Board and appointing new directors, but does not consider it appropriate to establish targets or quotas in this regard. The Board comprises of four non-executive directors, two female and two male. The Company has no employees.
Prevention of the facilitation of tax evasion
In response to the implementation of the Criminal Finances Act 2017, the Board have adopted a zero-tolerance approach to the criminal facilitation of tax evasion. A copy of the Company's policy on preventing the facilitation of tax evasion can be found on the Company's website: www.premier funds.co.uk. The policy is reviewed annually by the Audit Committee.
Social, community and human rights
The Company does not have any specific policies on social, community or human rights issues as it is an investment company which does not have any physical assets, property, employees or operations of its own.
For and on behalf of the Board
Kasia Robinski
Director
5 March 2018
Directors' Report
for the year ended 31 December 2017
Directors
The present Directors are listed below and on page 14. They are all non-executive and have served throughout the year, apart from Kasia Robinski who was appointed on 28 February 2017 and Charles Wilkinson who retired on 25 April 2017.
Geoffrey Burns - Chairman
Ian Graham
Gillian Nott
Kasia Robinski (appointed 28 February 2017) - Chairman of the Audit Committee (appointed 31 October 2017)
Charles Wilkinson (retired 25 April 2017)
None of the Directors, nor any persons connected with them, had a material interest in any of the Company's transactions, arrangements or agreements during the year. None of the Directors has, or has had, any interest in any transaction which is, or was, unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the current financial year.
At the date of this report, there are no outstanding loans or guarantees between the Company and any Director.
Conflicts of interest
The Board has put in place a framework for Directors to report conflicts of interest or potential conflicts of interest which it believes has worked effectively during the year. All Directors are required to notify the Company Secretary of any situations where they consider that they have a direct or indirect interest, or duty that would conflict, or possibly conflict, with the interests of the Company. No such situations however, have been identified. There remains a continuing obligation to notify the Company Secretary of any new situation that may arise, or any change to a situation previously notified. It is the Board's intention to review all notified situations on a quarterly basis.
Corporate governance
The statement of Corporate Governance, as shown on pages 25 to 28, is incorporated by cross reference into this report.
Bribery prevention policy
The provision of bribes of any nature to third parties in order to gain a commercial advantage is prohibited and is a criminal offence. The Board has a zero tolerance policy towards bribery and a commitment to carry out business fairly, honestly and openly. The Board takes its responsibility to prevent bribery by the Company's Manager on its behalf very seriously and the Investment Manager has anti-bribery policies and procedures in place. The Company's other key service providers have also been contacted in respect of their anti-bribery policies.
Global greenhouse gas emissions for the year ended 31 December 2017
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
Modern slavery act
The Company is an investment vehicle and does not provide goods or services in the normal course of its business, or have customers. Accordingly, the Directors consider that the Company is not within the scope of the Modern Slavery Act 2015.
Substantial shareholdings
As at the date of this report the Company had been notified of the following substantial interests in the Ordinary share capital of the Company.
| Ordinary Shares | Number of shares at 2 March 2018' | % of total voting rights | Number of shares at 31 December 2017 | % of total voting rights |
| Premier Fund Managers Limited* | 2,856,777 | 15.8 | 3,793,404 | 21.0 |
| Philip J Milton & Company Plc | 1,093,871 | 6.0 | 1,093,871 | 6.0 |
| Integrated Financial Arrangements Limited | 898,017 | 5.0 | 929,638 | 5.1 |
' The latest practicable date prior to the publication of this report.
* This includes 2,189,354 Ordinary Shares that are held in the ISA scheme that is administered by Premier Fund Managers Limited on behalf of individual shareholders.
Going concern
The Directors believe that having considered the Company's investment objectives (shown on page 1), risk management policies and procedures (pages 54 to 60), nature of portfolio and income and expense projections, that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. For these reasons, they consider that the use of the going concern basis is appropriate.
Performance
An outline of the performance, market background, investment activity and portfolio strategy during the period under review, as well as the investment outlook, is provided in the Chairman's Statement and Investment Managers' report.
Financial instruments
The Company invests in financial instruments which are valued at fair value. An analysis of the portfolio is provided in note 8 on page 50. Further information about financial instruments and capital disclosures is provided in note 21 on pages 54 to 60.
Proxy voting as an institutional investor
Responsibility for actively monitoring the activities of companies in which the Company is invested has been delegated by the Board to the Investment Manager. The Investment Manager is responsible for reviewing, on a regular basis, the annual reports, circulars and other publications produced by the investee companies. The Investment Manager, in the absence of explicit instructions from the Board, is empowered to exercise discretion in the use of the Company's voting rights. Wherever practicable, the Investment Managers' policy is to vote all shares held by the Company.
Annual General Meeting
THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take or about the contents of this document, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (or in the case of recipients outside the United Kingdom, a stockbroker, bank manager, solicitor, accountant or other independent financial adviser).
If you have sold or otherwise transferred all of your shares in Premier Global Infrastructure Trust PLC (formerly Premier Energy and Water Trust PLC), please pass this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The notice of the Annual General Meeting sets out the ordinary business and special business to be conducted at the Meeting.
The following explains the resolutions to be considered at the Meeting as special business.
RESOLUTION 6, 7 and 8: Authority to allot Ordinary Shares
At the Annual General Meeting, the Company is seeking approval from Shareholders to renew the Board's authority to issue new Ordinary Shares on a non-pre-emptive basis, subject to certain parameters. These authorities are intended to replace the authorities granted by Shareholders at the Company's Annual General Meeting held in April 2017.
Pursuant to RESOLUTION 6 to be proposed at the Annual General Meeting, which will be proposed as an ordinary resolution, the Board is seeking a general power from Shareholders to allot new Ordinary Shares up to an aggregate nominal value of £18,088, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this document.
RESOLUTION 7 to be proposed at the Annual General Meeting, which will be proposed as an ordinary resolution, will, if passed, permit the Board to allot Ordinary Shares at a discount to the then prevailing Net Asset Value per Ordinary Share. The Board will only utilise this authority to issue new Ordinary Shares provided that the combined effect of the issue of both Ordinary Shares at a discount to Net Asset Value per Ordinary Share and the issue of New ZDP Shares by PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) at a premium to Net Asset Value per New ZDP Share, at or around the time of the Ordinary Share issue, is that the Net Asset Value per Ordinary Share is increased.
RESOLUTION 8 to be proposed at the Annual General Meeting, which will be proposed as a special resolution, will, if passed, empower the Board to make allotments of Ordinary Shares for cash, or to sell shares from treasury, on a non-pre-emptive basis up to an aggregate nominal value of £18,088, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this document.
These authorities, if granted, will expire at the conclusion of the next Annual General Meeting of the Company.
RESOLUTION 9: Purchase by the Company of its own shares
At the Annual General Meeting held on 25 April 2017 a special resolution was passed, giving the Directors authority until the conclusion of the earlier of the 2018 Annual General Meeting and 24 October 2018, to make market purchases of up to a maximum of 2,711,463 Ordinary Shares. During the year to 31 December 2017 no Ordinary Shares were purchased (during the year ended 31 December 2016 no shares were purchased).
The Board proposes that the Company should be given renewed general authority to purchase Ordinary Shares in the market for cancellation in accordance with the Companies Act 2006 but subject to the provisions set out below. Resolution 9 of the AGM, which is a special resolution, is being proposed for this purpose.
It is proposed that the Company be authorised to purchase on the London Stock Exchange up to 2,711,463 Ordinary Shares (representing 14.99% of the Company's issued share capital as at 2 March 2018) provided that:
| (a) | Ordinary Shares may only be purchased at prices below their prevailing net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchase and taking into account the costs of the repurchase) and where: | |
| (i) | the Cover of the ZDP Shares issued by PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) ("ZDP Shares") would not be reduced below 1.8 times; or | |
| (ii) | the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchase, in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchase and taking account of any purchases of ZDP Shares proposed to be made at or about the same time; or | |
| (b) | Ordinary Shares and ZDP Shares may be purchased in such proportions and at such prices so as to effect an increase in the net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and where: | |
| (i) | the Cover of the ZDP Shares would not be reduced below 1.8 times; or | |
| (ii) | the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchases, in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchases. |
Repurchases of Ordinary Shares will be made at the discretion of the Board within guidelines set from time to time by the Board and only when market conditions are considered by the Board to be appropriate and in accordance with the Listing Rules.
Under London Stock Exchange rules, the maximum price to be paid on any exercise of the authority in respect of Ordinary Shares must not exceed the higher of (i) 105% of the average of the middle market quotations for a share for the five business days immediately preceding the date of purchase and (ii) that stipulated by the regulatory technical standards adopted by the EU pursuant to the Market Abuse Regulation from time to time.
The authority to purchase shares will last until the Annual General Meeting of the Company in 2019, or 23 October 2019, whichever is the earlier.
Recommendation
Your Board considers that the above resolutions are in the best interests of the Company and its members as a whole and are likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, your Board unanimously recommends that shareholders should vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings amounting to 102,443 Ordinary Shares.
Companies Act 2006 Disclosures
In accordance with Section 992 of the Companies Act 2006 the Directors disclose the following information:
• the Company's capital structure and voting rights are summarised on page 1, and there are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;
• there exist no securities carrying special rights with regard to the control of the Company;
• details of the substantial shareholders in the Company are listed on page 21;
• the Company does not have an employees' share scheme;
• the rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to issue or buy back the Company's shares are contained in the Articles of Association of the Company and the Companies Act 2006;
• there exist no agreements to which the Company is party that may affect its control following a takeover bid; and
• there exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur because of a takeover bid.
Auditor
KPMG LLP were appointed as Auditor on 13 November 2017and a resolution confirming their reappointment and to authorise the Board to determine their remuneration will be submitted at the Annual General Meeting.
Financial statements
The financial statements have been prepared under International Financial Reporting Standards as adopted by the European Union ("IFRS") for groups of companies.
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
By Order of the Board
Kasia Robinski
Director
5 March 2018
Statement of Corporate Governance
Introduction
The Board is accountable to the Company's shareholders for the governance of the Company's affairs and this statement describes how the principles of the Financial Reporting Council's UK Corporate Governance Code issued in April 2016 ("the Code") have been applied to the affairs of the Company. In applying the principles of the Code, the Directors have also taken account of the Code of Corporate Governance published by the Association of Investment Companies ("the AIC Code") by reference to the AIC Corporate Governance Guide for Investment Companies ("the AIC Guide") issued in July 2016, which has established a framework of best practice specifically for the boards of investment trust companies. There is some overlap in the principles laid down by the two Codes and there are some areas where the AIC Code is more flexible for investment trust companies.
Board of Directors
During the financial year under review, the Board consisted of four non-executive Directors all of whom are independent of the Investment Manager. Their biographies are set out on page 14. Collectively the Board believes it has the requisite range of business and financial experience which enables it to provide clear and effective leadership and proper stewardship of the Company.
The number of meetings of the Board, the Audit Committee and the Nomination Committee held during the financial year and the attendance of individual Directors are shown below:
| Board | Audit Committee | Nomination Committee | Management Engagement Committee | |
| Number of meetings in the year | 5 | 3 | 2 | 1 |
| Geoffrey Burns | 5 | 3 | 2 | 1 |
| Ian Graham | 5 | 3 | 2 | 1 |
| Gillian Nott | 5 | 3 | 2 | 1 |
| Kasia Robinski (appointed 28 February 2017) | 4 | 2 | 2 | 1 |
| Charles Wilkinson (retired 25 April 2017) | 2 | 1 | 1 | - |
All of the Directors attended the Annual General Meeting held in April 2017.
The Board deals with the Company's affairs, including the setting of gearing and investment policy parameters, the monitoring of gearing and investment policy and the review of investment performance. The Investment Manager takes decisions as to asset allocation and the purchase and sale of individual investments. The Board papers circulated before each meeting contain full information on the financial condition of the Company. Key representatives of the Investment Manager attend the Board meetings, enabling Directors to probe further or seek clarification on matters of concern.
Matters specifically reserved for discussion by the full Board have been defined and a procedure adopted for the Directors to take independent professional advice if necessary at the Company's expense.
The Chairman of the Company was independent of the Investment Manager at the time of his appointment as an independent non-executive Director and is deemed to be independent by the other Board members. A senior non-executive Director has not been identified as the Board is comprised entirely of non-executive Directors.
In accordance with the Articles of Association, new Directors stand for election at the first Annual General Meeting following their appointment. The Articles require that at least one third of the Directors retire by rotation each year and seek re-election at the Annual General Meeting. In addition, all Directors are required to submit themselves for re-election at least every three years and will seek annual re-election if they have already served for more than nine years.
Performance evaluation/re-election of Directors
An appraisal process has been established in order to review the effectiveness of the Board, the Committees and individual Directors. This process involves the consideration by the Chairman and the Board of responses from individual Directors to a questionnaire which is completed on an annual basis. In addition, the other Directors meet collectively once a year to evaluate the performance of the Chairman. As a result of this appraisal process the Nomination Committee recommends the re-election of Mr Geoffrey Burns. Mr Ian Graham has decided to retire from the Board and will not seek re-election at the AGM.
Committees
The Board believes that the interests of shareholders in an investment trust company are best served by limiting the size of the Board such that all Directors are able to participate fully in all the activities of the Board. It is for this reason that the membership of the Audit and Nomination Committees is the same as that for the Board as a whole.
Audit Committee
Ms Kasia Robinski was appointed as the Chairman of the Audit Committee on 31 October 2017, and Mr Graham was the Chairman until then. The Audit Committee reviews audit matters within clearly-defined written terms of reference (copies of which are available upon request from the Company Secretary). Further information on the Audit Committee is given in the Audit Committee Report on pages 32 to 33.
In particular, the Committee shall review and challenge where necessary:
• the consistency of, and any changes to, accounting policies both on a year on year basis and across the Company;
• the methods used to account for significant or unusual transactions where different approaches are possible;
• whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
• the clarity of disclosure in the Company's financial reports and the context in which statements are made; and
• all material information presented with the financial statements, such as the Strategic Report and the Statement of Corporate Governance (insofar as it relates to the audit and risk management).
As the Company has no employees, section C.3.4 of the Code, which deals with arrangements for staff to raise concerns in confidence about possible improprieties in respect of financial reporting or other matters, is not directly relevant to it. The Audit Committee has however, confirmed with the Investment Manager and the administrator that they do have "whistle blowing" policies in place for their staff.
Nomination Committee
Mr Burns is the Chairman of the Nomination Committee which operates within defined terms of reference available from the Company Secretary, which is responsible for the Board appraisal process, and reviews the Board's size and structure and is responsible for succession planning. The Board has due regard for the benefits of diversity in its membership and seeks to ensure that its structure, size and composition, including the skills, knowledge, diversity (including gender) and experience of Directors, is sufficient for the effective direction and control of the Company. In particular, the Board believes that the Company benefits from a balance of Board members with different tenures. The Board has not set any measurable objectives in respect of this policy. The Nomination Committee meets at least annually and comprises all the non-executive directors of the Board.
The Board appointed one new Director, Kasia Robinski on 28 February 2017, upon the recommendation of the Committee. This followed the appointment of an external search agency ("Nurole Ltd") for the purpose of finding a Director. The Committee considered an extensive list of candidates put forward by the search company and interviewed a short list of individuals for the position. A recommendation was then made to the Board and following acceptance by the Board as a whole, the appointment was confirmed.
Mr Ian Graham has decided to retire from the Board and will not seek re-election at the AGM.
Management Engagement Committee
Mr Burns is the Chairman of the newly created Management Engagement Committee which operates within defined terms of reference. These new terms of reference were approved by the Board on 27 July 2017, and are available from the Company Secretary. The Management Engagement Committee is responsible for reviewing the performance of the Investment Manager and all of the other service providers, their terms of appointment and remuneration. The Committee meets annually.
Remuneration Committee
The Board as a whole considers Directors' remuneration and therefore has not appointed a separate remuneration committee. As the Company is an investment trust and all Directors are non-executive the Company is not required to comply with the Code in respect of executive Directors' remuneration. Directors' fees are detailed in the Directors' Remuneration Report on page 30.
Risk management and internal control
The UK Corporate Governance Code requires the Directors, at least annually, to review the effectiveness of the Company's system of risk management and internal control and to report to shareholders that they have done so. This encompasses a review of all controls, which the Board has identified as including business, financial, operational, compliance and risk management.
The Directors are responsible for the Company's system of risk management and internal control which is designed to safeguard the Company's assets, maintain proper accounting records and ensure that financial information used within the business, or published, is reliable. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable, but not absolute, assurance against fraud, material misstatement or loss.
The Board as a whole is primarily responsible for the monitoring and review of risks associated with investment matters and the Audit Committee is primarily responsible for other risks.
As the Board has contractually delegated to other companies the investment management, the custodial services and the day-to-day accounting and company secretarial requirements, the Company relies significantly upon the system of risk management and internal controls operated by those companies. Therefore, the Directors have concluded that the Company should not establish its own internal audit function, but will review this decision annually. Investment management is performed by Premier Fund Managers Limited and administration services by Premier Portfolio Managers Limited. Details of the agreement with the Investment Manager is given in note 3. The custodian is Northern Trust Company Limited.
The risk map has been considered at all regular meetings of the Board and Audit Committee, the risk map sets out the principal risks identified by the Board, together with the actions taken to mitigate these risks. As part of the risk review process, regular reports are received from the Investment Manager on all investment related matters including compliance with the investment mandate, the performance of the portfolio compared with relevant indices and compliance with investment trust status requirements. The Board also receives and reviews reports from the custodian on its internal controls and their operation, which are reviewed by their auditors and give assurance regarding the effective operation of controls.
The Board as a whole regularly reviews the terms of the management and secretarial contracts.
The Board confirms that appropriate procedures to review the effectiveness of the Company's system of risk management and internal control have been in place, throughout the year and up to the date of this report, which cover all controls including financial, operational and compliance controls and risk management. An assessment of risk management and internal control, which includes a review of the Company's risk map, an assessment of the quality of reports on internal control from the service providers and the effectiveness of the Company's reporting process, is carried out on an annual basis.
Evaluation of the Investment Managers' performance
The investment performance is reviewed at each regular Board meeting at which representatives of the Investment Manager are required to provide answers to any questions raised by the Board. The Board has instigated an annual formal review of the Investment Manager which includes consideration of:
• performance compared with relevant indices;
• investment resources dedicated to the Company;
• investment management fee arrangements and notice period compared with the peer group; and
• the marketing effort and resources provided to the Company.
The Board believes that the Investment Manager has served the Company well in terms of investment performance and has no hesitation in continuing its appointment.
The Company Secretary
The Board has direct access to the advice and services of the Company Secretary, Premier Portfolio Managers Limited, which is responsible for ensuring that 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 information and reports and that statutory obligations of the Company are met.
Individual Directors may take independent professional advice on any matter concerning them in the furtherance of their duties at the Company's expense. The Company also maintains Directors' and Officers' liability insurance to cover legal defence costs to cover any legal actions brought against its Directors.
Relations with shareholders
Communication with shareholders is given a high priority by both the Board and the Investment Manager and all Directors are available to enter into dialogue with shareholders. Major shareholders of the Company are offered the opportunity to meet with the Board. The Board regularly reviews any contact with the Company's shareholders and monitors its shareholder register.
All shareholders are encouraged to attend and vote at the Annual General Meeting, during which the Board and the Investment Manager are available to discuss issues affecting the Company and shareholders have the opportunity to address questions to the Investment Manager, the Board and the Chairmen of the Board's standing committees.
Any shareholder who would like to lodge questions in advance of the Annual General Meeting is invited to do so in writing to the Company Secretary at the address detailed on page 61. The Company always responds to letters from individual shareholders.
The Annual and Interim Reports of the Company present a full and readily understandable review of the Company's performance. Copies are dispatched to shareholders by mail and are also available for download from the Investment Managers' website:
www.premierfunds.co.uk
A monthly fact sheet is produced by the Investment Manager and is also available via the website, www.premierfunds.co.uk. If a shareholder would like to contact the Board directly, they should write to the Chairman, Premier Global Infrastructure Trust PLC, c/o Premier Portfolio Managers Limited, Eastgate Court, High Street, Guildford, Surrey GU1 3DE, marking their letter "Private and confidential".
Statement of compliance
The Board believes that it has complied with all the material provisions, in so far as they apply to the Company's business, of the Code throughout the year under review. Due to the small size of the Board and nature of the business it did not, however, comply with the following provisions:
• a separate remuneration committee has not been established;
• a senior non-executive Director has not been identified; and
• our own internal audit function has not been established.
The Board has adhered to the principles of the AIC Code in all material respects.
By Order of the Board
Kasia Robinski
Director
5 March 2018
Directors' Remuneration Report
Introduction
This report is prepared in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2015 and in accordance with the Listing Rules of the Financial Conduct Authority and the Companies Act 2006. An ordinary resolution for the approval of this report will be put to the shareholders at the forthcoming Annual General Meeting.
The Company's Remuneration Policy was put to shareholders and approved by ordinary resolution at the Annual General Meeting held on 25 April 2017 under Section 439 of the Companies Act 2006. There have been no changes to this policy and it is expected to continue in force until the Annual General Meeting in 2020.
The Company is not able to make remuneration payments to a Director, or loss of office payments to a current or past director, unless the payment is consistent with the approved policy or has otherwise been approved by the shareholders.
The law requires your 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 their report on pages 35 to 37.
Remuneration Committee
The Board as a whole fulfils the function of a Remuneration Committee. All Directors are non-executive, appointed under the terms of Letters of Appointment, and none has a service contract. The Company has no employees. The Company Secretary, Premier Portfolio Managers Limited, will be asked to provide advice when the Directors consider the level of Directors' fees. No professional adviser was consulted in the year for setting the level of Directors' fees and no services of recruitment consultants were used in the year.
Directors' beneficial and family interests (audited)
The interests of the Directors and their families in the Ordinary Shares of the Company were as follows:
| Ordinary Shares at 2 March 2018' | Ordinary Shares at 31 December 2017 | Ordinary Shares at 1 January 2017 | |
| Geoffrey Burns | 80,411 | 80,411 | 80,411 |
| Ian Graham | 22,032 | 22,032 | 22,032 |
| Gillian Nott | - | - | - |
| Kasia Robinski (appointed 28 February 2017) | - | - | - |
' The latest practicable date prior to the publication of this report.
Directors' remuneration policy
The Board's policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole and be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure and have similar investment objectives. This Directors' Remuneration Policy will continue in force until the Annual General Meeting in 2020.
The fees for the non-executive Directors are determined within the aggregate limits of £150,000 set out in the Company's Articles of Association. The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the performance of their duties and attendance at Board and general meetings and committees.
Directors' service contracts
It is the Board's policy that none of the Directors has a service contract. Letters confirming the terms of their appointment provide that a Director shall retire and be subject to re-election at the first Annual General Meeting after his/her appointment, and at least every three years and will seek annual re-election if they have already served for more than nine years. The terms also provide that a Director may be removed without notice and that compensation will not be due on leaving office. Copies of the Letters of Appointment are available for inspection at the registered office of the Company. Directors and officers insurance is maintained and paid for by the Company on behalf of the Directors.
Your Company's performance
For the purposes of this report the Board is required to select an index against which the Company's performance can be measured. The Board has decided it should be the FTSE All-World Utilities Total Return Index. Prior to 2014, the Board compared the Company's performance against the Bloomberg World Utilities (total return) Index.
The graph below shows the ten year total return (assuming all dividends are reinvested) to Ordinary Shareholders against the FTSE All-World Utilities Index on a total return basis, restated in GBP, from 31 December 2007 to 31 December 2017.
Ten year share price performance (rebased to 100)
[GRAPHIC REMOVED]
Annual Report on Remuneration
Directors' emoluments for the year (audited)
The Directors who served in the year received the following emoluments in the form of fees and expenses:
| Fees Year ended 31 December 2017 £ | Expenses Year ended 31 December 2017 £ | Total Year ended 31 December 2017 £ | Fees Year ended 31 December 2016 £ | Expenses Year ended 31 December 2016 £ | Total Year ended 31 December 2016 £ | |
| Geoffrey Burns | 26,000 | 1,667 | 27,667 | 26,000 | 1,368 | 27,368 |
| Ian Graham | 19,667 | 1,790 | 21,457 | 20,000 | 1,047 | 21,047 |
| Gillian Nott | 18,000 | 555 | 18,555 | 15,000 | 372 | 15,372 |
| Kasia Robinski (appointed 28 February 2017) | 15,403 | 455 | 15,858 | - | - | - |
| Charles Wilkinson (retired on 25 April 2017) | 5,746 | 632 | 6,378 | 18,000 | 657 | 18,657 |
| Michael Wigley (retired on 19 April 2016) | - | - | - | 5,400 | 442 | 5,842 |
| Total | 84,816 | 5,099 | 89,915 | 84,400 | 3,886 | 88,286 |
During the year ended 31 December 2017 the Chairman received a fee of £26,000 per annum, the Chairman of the Audit Committee received a fee of £20,000 per annum and other Directors £18,000 per annum.
| Expected fees for the year to 31 December 2018 | |
| £ | |
| Chairman | 26,000 |
| Chairman of the Audit Committee | 20,000 |
| Non-executive Director | 18,000 |
Spend on pay
As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to employees with distributions to shareholders. The total fees paid to Directors are shown above.
Voting at last Annual General Meeting
At the Annual General Meeting of the Company held on 25 April 2017 an advisory resolution was put to shareholders to approve the Remuneration Report set out in the 2016 annual financial report. This resolution was passed on a show of hands. The proxy votes registered in respect of the resolution were:
| For | % | Against | % | Withheld | % | |
| Number of proxy votes | 5,319,689 | 99.50 | 26,687 | 0.50 | 4,739 | 0 |
At the Annual General Meeting of the Company held on 25 April 2017 a binding resolution was put to shareholders to approve the Directors' Remuneration Policy set out in the 2016 annual financial report. This resolution was passed on a show of hands. The proxy votes registered in respect of the binding resolution were:
| For | % | Against | % | Withheld | % | |
| Number of proxy votes | 5,319,689 | 99.52 | 25,579 | 0.48 | 3,385 | 0 |
Approval
Resolution for the approval of the Directors Remuneration Report for the year ended 31 December 2017 will be proposed at the Annual General Meeting.
By Order of the Board
Kasia Robinski
Director
Signed on behalf of the Board of Directors
5 March 2018
Audit Committee Report
As Chairman of the Audit Committee I am pleased to present the report of the Audit Committee for the year ended 31 December 2017.
Composition
The composition and summary terms of reference of the Audit Committee are set out on page 26. The Audit Committee comprises the whole Board, all of whom are independent.
Activities
The Audit Committee met in July 2017 and considered the form and content of the Company's half year report to 30 June 2017.
The Committee also reviewed the key risks of the Company and the internal control framework operating to control risk. The Committee examined the risks to the Company, and analysed the impact and likelihood of all of those risks. A list has been drawn up of those where the combination of impact and likelihood represents a material threat and those will be monitored closely.
The Committee also reviewed the terms of engagement of the audit firm and its proposed programme for the year-end audit.
The Committee met again in February 2018 and reviewed the outcome of the audit work and the final draft of the financial statements for the year ended 31 December 2017. During this review the Audit Committee met with representatives of both the Investment Manager and the Administrator and sought assurances where necessary. The external Auditor attended the year-end Audit Committee meeting and presented a report on the audit findings which did not include any significant matters of concern in relation to the financial statements.
Non-audit services
Contracts for non-audit services must be notified to the Audit Committee who consider any such engagement in the light of the requirement to maintain audit independence. No other services are provided by the Auditor and it is the Company's policy not to seek substantial non-audit services from its Auditor.
During the year the value of non-audit services provided by KPMG LLP amounted to £nil (31 December 2016: the value of non-audit services provided by Ernst & Young LLP amounted to £nil).
Audit tender
In June 2016 the UK adopted the EU Audit Framework. This set out a timetable requiring companies to tender their auditor every 10 years and to rotate their auditors every 20 years. There are transitional rules for companies whose current auditors took up that role before June 2003, and after consultation with Ernst & Young LLP the Company was in the position of having to tender for its auditor no later than the year ending December 2020. The Committee undertook a tendering process during 2017 with a view to appointing (or reappointing) the auditor for the year ended 31 December 2017. Following a competitive tender process KPMG LLP were appointed as the Company's new external auditor for the year ended 31 December 2017.
Cyber security
Cyber security is an increasing threat to all businesses and the finance sector was cybercrime's biggest victim. The Committee takes this seriously and is in discussions with our service providers to provide as much comfort as possible to this growing threat.
Significant issues for the Audit Committee
The Audit Committee identified the following significant issues:
| 1. | Risks around the existence and valuation of the investments. |
| 2. | The accuracy of the calculation of management and performance fees. |
| 3. | The risk that income is overstated, incomplete or inaccurate through failure to recognise proper income entitlements or to apply the appropriate accounting treatment for recognition of income. |
| 4. | Management override of controls. |
The external audit plan was reviewed with the external auditor, and the Committee concluded that suitable audit procedures had been implemented to obtain reasonable assurance that the Financial Statements as a whole would be free of material misstatements. Specifically with reference to the highlighted issues the Committee's main responsibilities during the year were:
| 1. | The Company's assets are principally invested in listed equities. The Committee reviewed internal control reports from the Investment Manager in the year reporting on the systems and controls around the pricing and valuation of securities. As more fully explained in note 1 (h) on page 45 at the year ended 31 December 2017 the Committee agreed that the fair value of investments is the bid market price for listed investments. The Committee also agreed that the valuation of the unquoted investment together with the wholly-owned subsidiary, PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC), currently valued at £50,000 at 31 December 2017, is appropriate. All unquoted investments are subject to review both by the Investment Manager, the Audit Committee and the Auditor. |
| 2. | The investment management fee and any performance fee are calculated in accordance with the contractual terms in the investment management agreement by the administrator and are reviewed in detail by the Investment Manager and are also subject to an analytical review by the Board. Because the high water mark test (adjusted for share issues and ZDP redemptions) was not passed, no performance fee was paid for 2017 and as of 1 January 2018 the performance fee has been discontinued. |
| 3. | The Board regularly reviews income forecasts, including special dividends, and receives explanations from the Investment Manager and administrator for any variations or significant movements from previous forecasts and prior year figures. |
| 4. | The Audit Committee reviews terms of agreement with service providers, Premier Fund Managers Limited, Premier Portfolio Managers Limited and Northern Trust, to confirm their independence from the Company. They assess the ability of any member of the Investment Manager or Board to circumvent controls to fraudulently alter company financial results or undertake fraudulent transactions. |
Financial statements
These financial statements have been prepared under International Financial Reporting Standards as adopted by the European Union ("IFRS") for groups of companies.
The Audit Committee meets at least twice a year and is responsible for reviewing the annual and interim reports, the nature and scope of the external audit and the findings thereon, and the terms of appointment of the Auditor, including their remuneration and the provision of any non-audit services by them. The Audit Committee has considered the independence of the Auditor and the objectivity of the audit process and is satisfied that KPMG LLP is independent and has fulfilled its obligations to shareholders. The Audit Committee has satisfied itself as to the Auditor's effectiveness, objectivity, independence and the competitiveness of its fees before recommending re-appointment each year. Ernst & Young LLP had been the Company's Auditor since its formation and audited the predecessor trust. The Committee undertook a competitive tendering of the Audit during the year. To comply with the EU Audit Framework, the Company will review the option to re-tender the external audit on a regular basis.
The Audit Committee meets representatives of the Investment Manager and its Compliance Officer who report as to the proper conduct of business in accordance with the regulatory environment in which both the Company and the Investment Manager operate and reviews the Investment Managers' internal controls. The Group's external Auditor also attends this Committee at its request and report on their findings in relation to the Group's statutory audit.
As part of the day to day controls of the Group there are regular reconciliations between the accounting records and the records kept by the custodian of the assets they safeguard which are owned by the Group. During the year and at the year-end there were no matters brought to light which call in to question that the key controls in this area were not working, or that the existence of assets recorded in the books of account are not held in safe custody.
In finalising the financial statements for recommendation to the Board for approval the Committee has considered whether the going concern principle is appropriate (as described on page 22), and concluded that it is. The Audit Committee has also satisfied itself that the Annual Report and financial statements taken as a whole are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group's performance, business model and strategy. All of the above were satisfactorily addressed through consideration of reports provided by, and discussed with, the Investment Manager and the Auditor. The Board as a whole have approved the conclusions arrived at by the Audit Committee as disclosed on page 33, Statement of Directors' Responsibilities in respect of the Annual Report and the financial statements.
Kasia Robinski
Chairman of the Audit Committee
5 March 2018
Statement of Directors' Responsibilities in Respect
of the Annual Report and the Financial Statements
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting 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 of the Group and Company 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 estimates that are reasonable and prudent;
• state whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records which are sufficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that its financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulations. They are responsible for such internal control as they determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility of the Directors in respect of the annual financial report
We confirm to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's and the Company's position and performance, business model and strategy.
For and on behalf of the Board
Kasia Robinski
Director
5 March 2018
Independent Auditor's Report
to the members of Premier Global Infrastructure Trust PLC (formerly Premier Energy and Water Trust PLC)
1. Our opinion is unmodified
We have audited the financial statements of Premier Global Infrastructure Trust plc ("the Company") for the year ended 31December 2017 which comprise the Group Income Statement, Consolidated and Company Balance Sheets, Consolidated and Company Statements of Changes in Equity, and Consolidated and Company Cashflow Statements, and the related notes, including the accounting policies in note 1.
In our opinion:
• the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31December 2017 and of the Group's profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by theEU);
• the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU 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 and, as regards the Group financial statements, Article 4 of the IASRegulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee.
We were appointed as auditor by the members on 13 November 2017. The period of total uninterrupted engagement is for the one financial year ended 31 December 2017. We have fulfilled our ethical responsibilities under, and we remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, 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. We summarise below the one key audit matter, in arriving at our audit opinion above, together with our key audit procedures to address that key audit matter and, as required for public interest entities, our results from those procedures. The key audit matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
| The risk | Our response | |
| Carrying amount of quoted investments £55.1 million (2016: £56.0 million) Refer to page 33 (Audit Committee Report), page45 (accounting policy) and pages 50 and 51 (financial disclosures) | Low risk, high value The Company's portfolio of quoted investments makes up 97.5% of the Company's total assets (by value) and is the key driver of results. We do not consider these investments to be at a high risk of significant misstatement, or to be subject to a significant level of judgement because they comprise liquid, quoted investments. However, due to their materiality in the context of the financial statements as a whole, they are considered to be the area which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit. | Our procedures included: • Control design: Documenting and assessing the processes in place to record investment transactions and to value the portfolio; • Tests of detail: Agreeing the valuation of 100 per cent of investments in the portfolio to externally quoted prices; • Enquiry of custodians: Agreeing 100 per cent of investment holdings in the portfolio to independently received third party confirmations from investment custodians; and • Assessing hierarchy: Assessing the fair value hierarchy allocations of the investment portfolio against IFRS requirements and confirm the appropriateness of the split between the three-tier measurement hierarchy, taking into consideration the price source and assessment of liquidity. Our results: We found the carrying amount of quoted investments to be acceptable. |
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group and the parent Company financial statements as a whole was set at £564,890, determined with reference to a benchmark of total assets, of which it represents 1%.
In addition, we applied materiality of £113,900 to identify revenue income items for which we believe misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the Company's members' assessment of the financial performance of the Company.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £28,245, in addition to other identified misstatements that warranted reporting on qualitative grounds.
The Group team performed the audit of the Group as if it was a single aggregated set of financial information. The audit was performed using the materiality level set out above.
4. We have nothing to report on going concern
We are required to report to you if:
• we have anything material to add or draw attention to in relation to the Directors' statement in note 1 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Company's use of that basis for a period of at least twelve months from the date of approval of the financial statements; or
• if the related statement under the Listing Rules set out on page 22 is materially inconsistent with our audit knowledge.
We have nothing to report in these respects.
5. We have nothing to report on the other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Strategic report and Directors' report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the Directors' Report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors' remuneration report
In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:
• the Directors' confirmation within the Viability Statement on page 16 that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity;
• the Principal Risks disclosures describing these risks and explaining how they are being managed and mitigated; and
• the Directors' explanation in the Viability Statement of how they have assessed the prospects of the Company, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Under the Listing Rules we are required to review the Viability Statement. We have nothing to report in this respect.
Corporate governance disclosures
We are required to report to you if:
• we have identified material inconsistencies between the knowledge we acquired during our financial statements audit and the Directors' statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy; or
• the section of the annual report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.
We are required to report to you if the Statement of Corporate Governance does not properly disclose a departure from the eleven provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.
We have nothing to report in these respects.
6. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
7. Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 34, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud, other irregularities, or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. The risk of not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control and may involve any area of law and regulation not just those directly affecting the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
Irregularities - ability to detect
Our audit aimed to detect non-compliance with relevant laws and regulations (irregularities) that could have a material effect on the financial statements. In planning and performing our audit, we considered the effect of laws and regulations in respect of the Company's qualification as an Investment Trust under UK tax legislation, any breach of which could lead to the Company losing various deductions and exemptions from UK corporation tax. We identified these areas through our sector experience and discussion with the directors, the manager and the administrator (as required by auditing standards). In addition we had regard to laws and regulations in other areas including such as financial reporting and company legislation.
We considered the extent of compliance with those laws and regulations that directly affect the financial statements, being the Company's qualification as an Investment Trust for tax purposes and financial reporting (including related company legislation), as part of our procedures on the related financial statement items. For the remaining laws and regulations, we made enquiries of directors, the manager and the administrator (as required by auditing standards).
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
8. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Philip Merchant (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
319 St Vincent St
Glasgow
G2 5AS
5 March 2018
Group Income Statement
for the financial year ended 31 December 2017
| Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2016 | Year ended 31 December 2016 | Year ended 31 December 2016 | ||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
| (Losses)/gains on investments held at | |||||||
| fair value through profit or loss | 8 | - | (1,838) | (1,838) | - | 6,905 | 6,905 |
| Gains on foreign exchange derivatives | - | 1,095 | 1,095 | - | - | - | |
| Income | 2 | 2,993 | - | 2,993 | 2,901 | - | 2,901 |
| Investment management fee | 3 | (232) | (348) | (580) | (215) | (322) | (537) |
| Other expenses | 4 | (483) | - | (483) | (605) | (81) | (686) |
| Reconstruction costs | 16 | - | - | - | - | (11) | (11) |
| Profit/(loss) before finance costs and taxation | 2,278 | (1,091) | 1,187 | 2,081 | 6,491 | 8,572 | |
| Finance costs | 5 | - | (1,201) | (1,201) | - | (1,143) | (1,143) |
| Profit/(loss) before taxation | 2,278 | (2,292) | (14) | 2,081 | 5,348 | 7,429 | |
| Taxation | 6 | (182) | - | (182) | (108) | - | (108) |
| Profit/(loss) for the year | 2,096 | (2,292) | (196) | 1,973 | 5,348 | 7,321 | |
| Return per Ordinary Share (pence) | |||||||
| - basic | 18 | 11.59 | (12.68) | (1.09) | 10.91 | 29.56 | 40.47 |
The total column of this statement represents the Group's profit or loss, prepared in accordance with IFRS.
As the parent of the Group, the Company has taken advantage of the exemption not to publish its own separate Income Statement as permitted by Section 408 of the Companies Act 2006. The Company's total comprehensive loss for the year ended 31 December 2017 was £(196,000).
The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies ("AIC").
All items derive from continuing operations; the Group does not have any other recognised gains or losses.
All income is attributable to the equity holders of the Company. There are no minority interests.
The notes on pages 43 to 60 form part of these financial statements.
Consolidated and Company Balance Sheets
as at 31 December 2017
| Group | Company | Group | Company | ||
| 2017 | 2017 | 2016 | 2016 | ||
| Notes | £000 | £000 | £000 | £000 | |
| Non current assets | |||||
| Investments at fair value through profit or loss | 8 | 55,099 | 55,149 | 55,946 | 55,996 |
| Current assets | |||||
| Debtors | 10 | 224 | 224 | 362 | 362 |
| Derivative financial instruments | 13 | - | - | 67 | 67 |
| Cash at bank | 1,166 | 1,166 | 935 | 935 | |
| 1,390 | 1,390 | 1,364 | 1,364 | ||
| Total assets | 56,489 | 56,539 | 57,310 | 57,360 | |
| Current liabilities | |||||
| Creditors: amounts falling due within one year | 11 | (212) | (262) | (185) | (235) |
| Derivative financial instruments | 13 | - | - | (98) | (98) |
| (212) | (262) | (283) | (333) | ||
| Total assets less current liabilities | 56,277 | 56,277 | 57,027 | 57,027 | |
| Non-current liabilities: | |||||
| ZDP Shares | 12 | (26,418) | - | (25,217) | - |
| Intercompany payable | 12 | - | (26,418) | - | (25,217) |
| Net assets | 29,859 | 29,859 | 31,810 | 31,810 | |
| Equity attributable to Ordinary Shareholders | |||||
| Share capital | 14 | 181 | 181 | 181 | 181 |
| Share premium | 15 | 8,701 | 8,701 | 8,701 | 8,701 |
| Redemption reserve | 88 | 88 | 88 | 88 | |
| Capital reserve | 16 | 11,830 | 11,830 | 14,122 | 14,122 |
| Special reserve | 7,472 | 7,472 | 7,472 | 7,472 | |
| Revenue reserve | 1,587 | 1,587 | 1,246 | 1,246 | |
| Total equity attributable to Ordinary Shareholders | 29,859 | 29,859 | 31,810 | 31,810 | |
| Net asset value per Ordinary Share (pence) | 19 | 165.07 | 165.07 | 175.86 | 175.86 |
The financial statements on pages 38 to 60 of Premier Global Infrastucture Trust PLC (formerly Premier Energy and Water Trust PLC), company number 4897881, were approved by the Board and authorised for issue on 5 March 2018 and were signed on its behalf by:
Kasia Robinski
Director
As permitted by Section 408 of the Companies Act 2006, no Company Income Statement has been prepared.
The loss dealt with in the accounts of the parent Company was £(196,000) (31 December 2016: profit £7,321,000).
The notes on pages 43 to 60 form part of these financial statements.
Consolidated Statement of Changes in Equity
for the financial year ended 31 December 2017
| Ordinary | Share | |||||||
| share | premium | Redemption | Capital | Special | Revenue | |||
| capital | reserve | reserve | reserve | reserve | reserve | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| For the year ended 31 December 2017 | ||||||||
| Balance at 31 December 2016 | 181 | 8,701 | 88 | 14,122 | 7,472 | 1,246 | 31,810 | |
| Loss for the year | - | - | - | (2,292) | - | 2,096 | (196) | |
| Ordinary dividends paid | 7 | - | - | - | - | - | (1,755) | (1,755) |
| Balance at 31 December 2017 | 181 | 8,701 | 88 | 11,830 | 7,472 | 1,587 | 29,859 |
| Ordinary | Share | |||||||
| share | premium | Redemption | Capital | Special | Revenue | |||
| capital | reserve | reserve | reserve | reserve | reserve | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| For the year ended 31 December 2016 | ||||||||
| Balance at 31 December 2015 | 181 | 8,699 | 88 | 8,774 | 7,472 | 1,163 | 26,377 | |
| Profit for the year | - | - | - | 5,348 | - | 1,973 | 7,321 | |
| Write back of tap issue costs | - | 2 | - | - | - | - | 2 | |
| Ordinary dividends paid | 7 | - | - | - | - | - | (1,890) | (1,890) |
| Balance at 31 December 2016 | 181 | 8,701 | 88 | 14,122 | 7,472 | 1,246 | 31,810 |
The notes on pages 43 to 60 form part of these financial statements.
Company Statement of Changes in Equity
for the financial year ended 31 December 2017
| Ordinary | Share | |||||||
| share | premium | Redemption | Capital | Special | Revenue | |||
| capital | reserve | reserve | reserve | reserve | reserve | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| For the year ended 31 December 2017 | ||||||||
| Balance at 31 December 2016 | 181 | 8,701 | 88 | 14,122 | 7,472 | 1,246 | 31,810 | |
| Loss for the year | - | - | - | (2,292) | - | 2,096 | (196) | |
| Ordinary dividends paid | 7 | - | - | - | - | - | (1,755) | (1,755) |
| Balance at 31 December 2017 | 181 | 8,701 | 88 | 11,830 | 7,472 | 1,587 | 29,859 |
| Ordinary | Share | |||||||
| Share | premium | Redemption | Capital | Special | Revenue | |||
| capital | reserve | reserve | reserve | reserve | reserve | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| For the year ended 31 December 2016 | ||||||||
| Balance at 31 December 2015 | 181 | 8,699 | 88 | 8,774 | 7,472 | 1,163 | 26,377 | |
| Profit for the year | - | - | - | 5,348 | - | 1,973 | 7,321 | |
| Write back of tap issue costs | - | 2 | - | - | - | - | 2 | |
| Ordinary dividends paid | 7 | - | - | - | - | - | (1,890) | (1,890) |
| Balance at 31 December 2016 | 181 | 8,701 | 88 | 14,122 | 7,472 | 1,246 | 31,810 |
The notes on pages 43 to 60 form part of these financial statements.
Consolidated and Company Cashflow Statements
for the financial year ended 31 December 2017
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Profit/(loss) before finance costs and taxation | 1,187 | 1,187 | 8,572 | 8,572 |
| Adjustments for | ||||
| (Losses)/gains on investments held at fair value through profit or loss | (1,838) | (1,838) | (6,905) | (6,905) |
| Gains on foreign exchange derivatives | 1,095 | 1,095 | - | - |
| Decrease/(increase) in trade and other receivables | 179 | 179 | (319) | (319) |
| Decrease in trade and other payables | (98) | (98) | (537) | (537) |
| Overseas taxation paid | (157) | (157) | (126) | (126) |
| Net cash flows from operating activities | 1,854 | 1,854 | 685 | 685 |
| Investing activities | ||||
| Purchases of investments | (32,749) | (32,749) | (19,189) | (19,189) |
| Proceeds from sales of investments | 31,786 | 31,786 | 19,276 | 19,276 |
| Cash flows from derivative financial instruments | 1,095 | 1,095 | - | - |
| Net cash flows from investing activities | 132 | 132 | 87 | 87 |
| Financing activities | ||||
| Payment to ZDP Shareholders with "B" rights | - | - | (25,708) | (25,708) |
| Dividends paid | (1,755) | (1,755) | (1,890) | (1,890) |
| Net cash flows from financing activities | (1,755) | (1,755) | (27,598) | (27,598) |
| Increase/(decrease) in cash and cash equivalents | 231 | 231 | (26,826) | (26,826) |
| Cash and cash equivalents, beginning of period | 935 | 935 | 27,761 | 27,761 |
| Cash and cash equivalents at end of the year | 1,166 | 1,166 | 935 | 935 |
The notes on pages 43 to 60 form part of these financial statements.
Notes to the Financial Statements
for the financial year ended 31 December 2017
1. ACCOUNTING POLICIES
1.1 Principal accounting policies adopted by the Company
(a) Basis of preparation
The financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, and as applied in accordance with the provisions of the Companies Act 2006. These comprise standards and interpretations of the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee ("IASC") that remain in effect, to the extent that IFRS have been adopted by the European Union.
The financial statements have been prepared on a going concern basis and on assumption that approval as an investment trust will continue to be granted.
There have been no significant changes to the accounting polices during the year to 31 December 2017.
The financial statements have also been prepared in accordance with the Statement of Recommended Practice ("SORP") 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies ("AIC") in November, 2014, (and updated in January 2017) where the SORP is not inconsistent with IFRS.
The functional currency of the Group is UK pounds Sterling as this is the currency of the primary economic environment in which the Group operates. Accordingly, the financial statements are presented in UK pounds Sterling rounded to the nearest thousand pounds.
(b) Basis of consolidation
The consolidated financial statements are made up to 31 December each year and incorporate the financial statements of the Company and its wholly-owned subsidiary, PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC). Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of subsidiaries used in the preparation of the Consolidated Financial Statements are based on consistent accounting policies. All intra-group balances and transactions, including unrealised profits arising therefrom, are eliminated.
Assessment of an investment entity
PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC), the Company's wholly-owned subsidiary, incorporated on 9 November 2015, is being consolidated in the accounts as it is not in itself an investment entity and provides investment-related services.
The Company meets the definition of an investment entity within IFRS 10. The criteria which define an investment entity are as follows:
• an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services.
• an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both.
• an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Board has agreed with the recommendation of the Audit Committee that the Company meets the definition of an investment entity as it satisfies each of the criteria above and that this accounting treatment better reflects the Company's activities as an investment trust. Specifically, as an investment trust, the Company's principal activity is portfolio investment and the investment objectives of the Company (stated in the Strategic Report on page 15) are to achieve a high income and to realise long term growth in the capital value of its portfolio. The Company will seek to achieve these objectives by investing principally in the equity and equity-related securities of companies operating primarily in the energy and water sectors, as well as other infrastructure investments.
(c) Presentation of Statement of Comprehensive Income
In order to better reflect the activities of the Company as an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Consolidated Income Statement between items of a revenue and capital nature has been presented alongside the Consolidated Income Statement. In accordance with the Company's Articles of Association, net capital returns can be distributed by way of dividend. Additionally, net revenue is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 1158 of the Corporation Tax Act 2010.
(d) Use of estimates
The preparation of financial statements requires the Company to make estimates and assumptions that affect items reported in the Balance Sheet and Income Statement and the disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company's actual results may ultimately differ from those estimates, possibly significantly. The investments in the equity and fixed interest stocks of unquoted companies that the Group holds are not traded and as such the prices are more uncertain than those of more widely traded securities. The unquoted investments are valued by reference to valuation techniques approved by the Directors and in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines ('Valuation Guidelines') as described in note 1.1 (h).
(e) Income
Dividend income from investments is taken into account by reference to the date the security becomes ex-dividend. Special dividends are credited to capital or revenue in the Consolidated Income Statement, according to the circumstances surrounding the payment of the dividend. UK dividends are accounted for net of any tax credits.
Overseas dividends and other income that are subject to withholding tax are grossed up.
Interest receivable on deposits is accounted for on an accruals basis. The fixed return on a debt security is recognised on a time apportionment basis so as to reflect the effective interest rate on the debt security.
(f) Expenses
All expenses are accounted for on an accruals basis and are charged as follows:
• the basic investment management fee, is charged 40% to revenue and 60% to capital;
• any performance fee earned is allocated between capital and revenue based on the out-performance attributable to capital and revenue respectively;
• the finance costs representing the accrued capital entitlement of the ZDP Shares is allocated to capital;
• investment transaction costs are allocated to capital; and
• other expenses are charged wholly to revenue.
(g) Taxation
The charge for taxation is based upon the net revenue for the year. The tax charge is allocated to the revenue and capital accounts according to the marginal basis whereby revenue expenses are first matched against taxable income arising in the revenue account; the effect of this for the year ended 31 December 2017 was that all the deductions for tax purposes went to the revenue account.
Deferred taxation will be recognised as an asset or a liability if transactions have occurred at the balance sheet date that give rise to an obligation to pay more taxation in the future, or a right to pay less taxation in the future. An asset will not be recognised to the extent that the transfer of economic benefit is uncertain.
Due to the Company's status as an Investment Trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
(h) Investments held at fair value through profit or loss
Upon initial recognition investments are designated by the Company "at fair value through profit or loss". They are accounted for on the date they are traded and are included initially at fair value which is taken to be their cost. Subsequently investments are valued at fair value which is the bid market price for listed investments. Unquoted investments are valued at fair value by the Board which is established with regard to the International Private Equity and Venture Capital Valuation Guidelines by using, where appropriate, latest dealing prices, valuations from reliable sources and other relevant factors.
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in the capital column of the Consolidated Income Statement within "gains/(losses) on investments held at fair value through profit or loss".
The investment in the Company's subsidiary, PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC), is held at fair value. The net asset value of the subsidiary is considered to be the Company's fair value.
(i) Dividends
Interim and final dividends are recognised in the year in which they are paid.
(j) Foreign currency
Transactions denominated in foreign currencies are translated into Sterling at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end are reported at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Consolidated Income Statement as appropriate. Foreign exchange movements on investments are included in the Consolidated Income Statement within gains on investments.
(k) Hedging
Forward currency contracts entered into for hedging purposes are held at fair value through profit or loss and changes in fair value are recognised in the capital column of the Group Income Statement.
(l) Zero Dividend Preference Shares
The ZDP Shares are classified as a financial liability and shown as a liability in the Group balance sheet. The ZDP Shares are initially measured at fair value being the proceeds of issue less transaction costs and are subsequently measured at amortised cost under the effective interest rate method.
The provision for compound growth entitlement of the ZDP Shares is recognised through the Consolidated Income Statement and analysed under the capital column as a finance cost (as shown in note 5).
(m) Special reserve
The special reserve is available for the repurchase by the Company of its own Ordinary Shares.
1.2 Accounting standards issued but not yet effective
At the date of authorisation of these Financial Statements, the following standards and interpretations have not been applied in these Financial Statements since they were in issue but not yet effective.
IFRS 9 Financial Instruments (2014) (effective 1 January 2018) replaces IAS 39 and deals with a package of improvements including principally a revised model for classification and measurement of financial instruments, a forward looking expected loss impairment model and a revised framework for hedge accounting. In terms of classification and measurement the revised standard is principles based depending on the business model and nature of cash flows. Under this approach instruments are measured at either amortised cost or fair value.
IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018) specifies how and when an entity should recognise revenue and enhances the nature of revenue disclosures.
Given the nature of the Group's revenue streams from financial instruments the provisions of these standards are not expected to be applicable.
2. INCOME
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2017 | 2016 | |
| £000 | £000 | |
| Income from investments: | ||
| UK franked investment income | 395 | 328 |
| Overseas dividends | 2,437 | 2,074 |
| Overseas interest | 161 | 497 |
| Bank interest | - | 2 |
| Total income | 2,993 | 2,901 |
3. INVESTMENT MANAGEMENT FEE
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2017 | 2016 | |
| £000 | £000 | |
| Charged to Revenue: | ||
| Investment management fee (40%) | 232 | 215 |
| Charged to Capital: | ||
| Investment management fee (60%) | 348 | 322 |
| 580 | 537 |
The Company's AIFM is Premier Portfolio Managers Limited ("PPM") under an agreement terminable by giving not less than 12 months written notice. Under the AIFM agreement, PPM is entitled to receive from the Company a management fee, payable monthly in arrears, of 1% per annum of the gross assets of the Company (from 1 January 2018 a management fee payable in arrears, of 0.75% per annum of the gross assets of the Company has been agreed).
PPM has delegated the management of the Company's portfolio of assets to Premier Fund Managers Limited.
In addition, PPM is entitled to a performance fee in respect of each accounting year of the Company if (i) the dividends paid or proposed to be paid on each Ordinary Share in respect of that accounting year equal at least 6.75p; and (ii) the Gross Assets at the accounting year end exceed by more than 7.5%, the Gross Assets (adjusted for share buybacks and share issuance) at the end of any previous accounting period in which a performance fee was payable, such level being defined as the Adjusted High Water Mark. In that event the performance fee will be equal to 15% of the excess of the Gross Assets over the Adjusted High Water Mark. Any performance fee earned is allocated between capital and revenue based on the out-performance attributable to capital and revenue respectively. No performance fee is payable in respect of the year ended 31 December 2017 (2016: nil). From 1 January 2018 the performance fee has been discontinued.
4. OTHER EXPENSES
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2017 | 2016 | ||
| £000 | £000 | ||
| Charged to Revenue: | |||
| Secretarial services | 75 | 75 | |
| Administration expenses | 267 | 329 | |
| Depositary fees | 25 | 26 | |
| Prospectus costs | - | 57 | |
| Auditor's remuneration | - audit services (Ernst & Young LLP) | - | 26 |
| - audit services for subsidiary (Ernst & Young LLP) | - | 4 | |
| - audit services (KPMG LLP) | 22 | - | |
| - audit services for subsidiary (KPMG LLP) | 4 | - | |
| Directors' fees and expenses | 90 | 88 | |
| 483 | 605 | ||
| Charged to Capital: | |||
| Prospectus costs | - | 81 | |
| Reconstruction costs | - | 11 | |
| - | 697 |
5. FINANCE COSTS
| Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2016 | Year ended 31 December 2016 | Year ended 31 December 2016 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Provision for compound growth entitlement | ||||||
| of the ZDP Shares | - | 1,201 | 1,201 | - | 1,143 | 1,143 |
| - | 1,201 | 1,201 | - | 1,143 | 1,143 |
6. TAXATION
(a) ANALYSIS OF CHARGE IN THE YEAR:
| Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2017 | Year ended 31 December 2016 | Year ended 31 December 2016 | Year ended 31 December 2016 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Overseas tax | 182 | - | 182 | 108 | - | 108 |
| Total tax charge for the year (see note 6 (b)) | 182 | - | 182 | 108 | - | 108 |
(b) FACTORS AFFECTING THE TOTAL TAX CHARGE FOR THE YEAR:
The tax assessed for the year is lower than the standard rate of corporation tax in the UK for a large company of 19.00% (31 December 2016: 20.00%). The differences are explained below:
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2017 | 2016 | |
| £000 | £000 | |
| Total (loss)/return before taxation | (14) | 7,429 |
| UK corporation tax at 19.25% (31 December 2016: 20.00%) | (3) | 1,486 |
| Effects of: | ||
| Capital losses/(gains) not subject to corporation tax | 354 | (1,381) |
| Gains on foreign exchange derivatives not subject to corporation tax | (211) | - |
| Finance costs of ZDP Shares | 231 | 229 |
| UK dividends which are not taxable | (76) | (66) |
| Overseas tax suffered | 182 | 108 |
| Overseas dividends not taxable in the UK | (469) | (415) |
| Movement in unutilised management expenses | 174 | 147 |
| Total tax charge | 182 | 108 |
The Company is not liable to tax on capital gains due to its status as an investment trust.
Due to the Company's status as an investment trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
After claiming relief against accrued income taxable on receipt, the Company has a deferred tax asset of approximately £1,267,690
(31 December 2016: £1,113,000) relating to excess expenses of £7,457,000 (31 December 2016: £6,546,000). It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset in respect of these expenses has been recognised.
7. DIVIDENDS
Dividends relating to the year ended 31 December 2017 which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered are detailed below:
| Year ended | ||
| 31 December | ||
| 2017 | ||
| Per Ordinary Share | £000 | |
| First interim dividend - paid on 30 June 2017 | 1.90p | 344 |
| Second interim dividend - paid on 29 September 2017 | 1.90p | 344 |
| Third interim dividend - paid on 29 December 2017 | 1.90p | 344 |
| Fourth interim dividend - payable on 29 March 2018* | 4.30p | 778 |
| 10.00p | 1,810 |
*Not included as a liability in the year ended 31 December 2017 accounts.
The fourth interim dividend will be paid on 29 March 2018 to members on the register at the close of business on 9 March 2018. The shares will be marked ex-dividend on 8 March 2018.
Dividends relating to the year ended 31 December 2016 which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered are detailed below:
| Year ended | ||
| 31 December | ||
| 2016 | ||
| Per Ordinary Share | £000 | |
| First interim dividend - paid on 30 June 2016 | 1.90p | 344 |
| Second interim dividend - paid on 30 September 2016 | 1.90p | 344 |
| Third interim dividend - paid on 30 December 2016 | 1.90p | 344 |
| Fourth interim dividend - paid on 31 March 2017* | 4.00p | 724 |
| 9.70p | 1,753 |
*Not included as a liability in the year ended 31 December 2016 accounts.
Amounts recognised as distributions to equity holders in the year:
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2017 | 2016 | |
| £000 | £000 | |
| Fourth interim dividend for the year ended 31 December 2016 of 4.00p (2015: 4.00p) per ordinary share | 723 | 725 |
| First interim dividend for the year ended 31 December 2017 of 1.90p (2016: 1.90p) per ordinary share | 344 | 343 |
| Second interim dividend for the year ended 31 December 2017 of 1.90p (2016: 1.90p) per ordinary share | 344 | 343 |
| Third interim dividend for the year ended 31 December 2017 of 1.90p (2016: 1.90p) per ordinary share | 344 | 343 |
| Additional interim dividend for the year ended 31 December 2015 of 0.75p per ordinary share | - | 136 |
| 1,755 | 1,890 |
8. INVESTMENTS
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Investments listed on a recognised investment exchange | 55,099 | 55,099 | 55,946 | 55,946 |
| Investments in subsidiaries | - | 50 | - | 50 |
| Valuation at year end | 55,099 | 55,149 | 55,946 | 55,996 |
| Opening book cost | 49,373 | 49,423 | 48,352 | 48,402 |
| Opening investment holding gains | 6,573 | 6,573 | 434 | 434 |
| Opening valuation | 55,946 | 55,996 | 48,786 | 48,836 |
| Movements in the year: | ||||
| Purchases at cost | 32,778 | 32,778 | 19,280 | 19,280 |
| Sales - proceeds | (31,786) | (31,786) | (19,276) | (19,276) |
| - gains on sales | 4,553 | 4,553 | 1,017 | 1,017 |
| Movement in investment holding gains/(losses) for the year | (6,392) | (6,392) | 6,139 | 6,139 |
| Closing valuation | 55,099 | 55,149 | 55,946 | 55,996 |
| Closing book cost | 54,918 | 54,968 | 49,373 | 49,423 |
| Closing investment holding gains | 181 | 181 | 6,573 | 6,573 |
| Closing valuation | 55,099 | 55,149 | 55,946 | 55,996 |
| Gains on sales based on historical cost | 5,649 | 5,649 | 766 | 766 |
| Movement in holding gains/(losses) for the year | (6,392) | (6,392) | 6,139 | 6,139 |
| Net (losses)/gains on investments attributable to Ordinary Shareholders | (743) | (743) | 6,905 | 6,905 |
Classification of assets
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Quoted equities | 55,099 | 55,149 | 49,619 | 49,669 |
| Corporate bonds | - | - | 6,327 | 6,327 |
| Total investments | 55,099 | 55,149 | 55,946 | 55,996 |
Transaction costs and stamp duty on purchases for the year ended 31 December 2017 amounted to £68,000 (2016: £32,000) and transaction costs on sales amounted to £49,000 (2016: £31,000).
9. INVESTMENTS IN SUBSIDIARIES
| Country of | |||||
| % | incorporation | Capital and | |||
| Ordinary Share | and | reserves | Profit & loss | ||
| Entity | Principal activity | capital held | registration | £000 | £000 |
| As at 31 December 2017 | |||||
| Investment in subsidiaries: | |||||
| PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) | Financing | 100% | England | 50 | - |
| Country of | |||||
| % | incorporation | Capital and | |||
| Ordinary Share | and | reserves | Profit & loss | ||
| Entity | Principal activity | capital held | registration | £000 | £000 |
| As at 31 December 2016 | |||||
| Investment in subsidiaries: | |||||
| PEWT Securities 2020 PLC | Financing | 100% | England | 50 | - |
The Company owns the whole of the ordinary share capital (£50,000) of PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) a company which issued the Group's ZDP Shares. The subsidiary is held at fair value of £50,000 (2016: £50,000).
10. RECEIVABLES AND OTHER FINANCIAL ASSETS
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Accrued income and prepayments | 198 | 198 | 310 | 310 |
| Overseas withholding tax recoverable | 26 | 26 | 52 | 52 |
| 224 | 224 | 362 | 362 |
11. OTHER FINANCIAL LIABILITIES
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Other creditors | 212 | 262 | 185 | 235 |
| 212 | 262 | 185 | 235 |
12. NON-CURRENT LIABILITIES
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| 24,073,337 ZDP Shares of £0.01 (2016: 24,073,337) | 26,418 | - | 25,217 | - |
| Intercompany payable | - | 26,418 | - | 25,217* |
| 26,418 | 26,418 | 25,217 | 25,217* |
The final capital entitlement of the ZDP Shares in issue will be 125.6519p per share (total of £30,248,605) which will be payable on 30 November 2020.
* The ZDP Shares, are issued by the Company's wholly-owned subsidiary, PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC). The Company entered into an Undertaking Agreement with PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) to meet the repayment entitlement of the ZDP Shares on 30 November 2020. The amounts shown above are due to PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC).
13. DERIVATIVE FINANCIAL INSTRUMENTS
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | |
| Current | Current | Net current assets/ | Current | Current | Net current assets/ | |
| assets | liabilities | (liabilities) | assets | liabilities | (liabilities) | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Forward foreign exchange contracts - GBP/EUR | - | - | - | 63 | - | 63 |
| Forward foreign exchange contracts - GBP/USD | - | - | - | 4 | - | 4 |
| Total derivative financial instruments | - | - | - | 67 | - | 67 |
The above derivatives are classified as Level 2 as defined in note 21(g).
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | |
| Current | Current | Net current assets/ | Current | Current | Net current assets/ | |
| assets | liabilities | (liabilities) | assets | liabilities | (liabilities) | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Forward foreign exchange contracts - GBP/EUR | - | - | - | - | (6) | (6) |
| Forward foreign exchange contracts - GBP/HKD | - | - | - | - | (42) | (42) |
| Forward foreign exchange contracts - GBP/USD | - | - | - | - | (50) | (50) |
| Total derivative financial instruments | - | - | - | - | (98) | (98) |
The above derivatives are classified as Level 2 as defined in note 21(g).
14. SHARE CAPITAL
| Group and | Group and | Group and | Group and | |
| Company | Company | Company | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| Number of shares | £000 | Number of shares | £000 | |
| Allotted, issued and fully paid: | ||||
| Opening balance Ordinary Shares of £0.01 | 18,088,480 | 181 | 18,088,480 | 181 |
| 18,088,480 | 181 | 18,088,480 | 181 |
The allotted issued and fully paid ZDP Shares of the Group at 31 December 2017 are disclosed in note 12.
15. SHARE PREMIUM
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Opening balance | 8,701 | 8,701 | 8,699 | 8,699 |
| Movement in year | - | - | 2 | 2 |
| Closing balance | 8,701 | 8,701 | 8,701 | 8,701 |
16. CAPITAL RESERVE
| Group | Company | Group | Company | |
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Opening balance | 14,122 | 14,122 | 8,774 | 8,774 |
| (Losses)/gains on investments - held at fair value through profit or loss | (743) | (743) | 6,905 | 6,905 |
| Provision for compound growth entitlement of ZDP Shares | (1,201) | (1,201) | (1,143) | (1,143) |
| Prospectus costs | - | - | (81) | (81) |
| Reconstruction costs | - | - | (11) | (11) |
| Investment management fee charged to capital | (348) | (348) | (322) | (322) |
| Closing balance | 11,830 | 11,830 | 14,122 | 14,122 |
17. FINANCIAL COMMITMENTS
At 31 December 2017 there were no commitments in respect of unpaid calls and underwritings (31 December 2016: nil).
18. RETURN PER SHARE - BASIC
Total return per Ordinary Share is based on the total comprehensive loss for the year after taxation of £(196,000) (31December 2016: profit £7,321,000).
These calculations are based on the number of 18,088,480 Ordinary Shares in issue during the year to 31 December 2017 (2016: 18,088,480 Ordinary Shares).
The return per Ordinary Share can be further analysed between revenue and capital as below:
| Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| Pence per Ordinary Share | £000 | Pence per Ordinary Share | £000 | |
| Net revenue return | 11.59p | 2,096 | 10.91p | 1,973 |
| Net capital return | (12.68)p | (2,292) | 29.56p | 5,348 |
| Net total return | (1.09)p | (196) | 40.47p | 7,321 |
The Company does not have any dilutive securities.
19. NET ASSET VALUE PER SHARE
The net asset value per share and the net assets available to each class of share calculated in accordance with International Financial Reporting Standards, are as follows:
| Net asset value | Net assets | Net asset value | Net assets | |
| per share | available | per share | available | |
| 31 December | 31 December | 31 December | 31 December | |
| 2017 | 2017 | 2016 | 2016 | |
| Pence | £000 | Pence | £000 | |
| 18,088,480 Ordinary Shares in issue (2016: 18,088,480) | 165.07p | 29,859 | 175.86p | 31,810 |
| 24,073,337 ZDP Shares* in issue (2016: 24,073,337) | 109.74p | 26,418 | 104.75p | 25,217 |
*Classified as a liability.
20. RELATED PARTY TRANSACTIONS AND TRANSACTIONS WITH THE INVESTMENT MANAGER
Details of the investment management fee charged by Premier Portfolio Managers Limited is set out in note 3. In addition, Premier Portfolio Managers Limited acts as Company Secretary and the fee for secretarial services is set out in note 4. At 31 December 2017£113,270 (31 December 2016: £57,500) of these fees remained outstanding.
Fees paid to the Directors are disclosed in the Directors' Remuneration Report on page 30.
Full details of Directors' interests are set out in the Directors' Remuneration Report on page 29.
21. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
Risk management policies and procedures
As an investment trust the Company invests in equities and other investments for the long-term so as to secure its investment objectives stated on page 15. In pursuing its investment objectives, the Company is exposed to a variety of risks that could result in either a reduction in the Company's net assets or a reduction of the profits available for dividends.
These risks, include market risk (comprising currency risk, interest rate risk, and other price risk), liquidity risk, and credit risk, and the Directors' approach to the management of them are set out below.
The objectives, policies and processes for managing the risks, and the methods used to measure the risks, that are set out below, have not changed from the previous accounting period.
(a) MARKET RISK
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - currency risk (see (b) below), interest rate risk (see (c) below) and other price risk (see (d) below). The Board of Directors reviews and agrees policies for managing these risks, which have remained substantially unchanged from those applying in the year ended 31 December 2016. The Company's Investment Manager assesses the exposure to market risk when making each investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(b) CURRENCY RISK
Certain of the Company's assets, liabilities, and income, are denominated in currencies other than Sterling (the Company's functional currency, in which it reports its results). As a result, movements in exchange rates may affect the Sterling value of those items.
Management of the risk
The Investment Manager monitors the Company's exposure and reports to the Board on a regular basis.
When appropriate the Investment Manager deploys active hedging against exchange rate fluctuations where adverse movements are anticipated.
Income denominated in foreign currencies is converted to Sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is includedin the financial statements and its receipt.
Foreign currency exposures
An analysis of the Company's equity investments and liabilities at 31 December 2017 (shown at fair value, except derivatives at gross exposure value) that are priced in a foreign currency based on the country of primary exposure are shown below:
| As at 31 December 2017 | As at 31 December 2017 | As at 31 December 2017 | As at 31 December 2016 | |
| Derivative financial instruments assets/(liabilities) | Investments | Net financial assets | Investments | |
| £000 | £000 | £000 | £000 | |
| Brazilian Real | - | 4,496 | 4,496 | 3,228 |
| Canadian Dollar | - | 4,704 | 4,704 | 443 |
| Euro | - | 6,680 | 6,680 | 159 |
| Hong Kong Dollar | - | 8,375 | 8,375 | 4,749 |
| Indonesian Rupiah | - | 186 | 186 | - |
| Norwegian Krone | - | - | - | 488 |
| Philippine Peso | - | 1,163 | 1,163 | 757 |
| Polish Zloty | - | - | - | 53 |
| Romanian Leu | - | 2,161 | 2,161 | 2,540 |
| Singapore Dollar | - | - | - | 1,681 |
| Thai Baht | - | 2,017 | 2,017 | 265 |
| US Dollar | - | 18,661 | 18,661 | 7,529 |
| Total | - | 48,443 | 48,443 | 21,892 |
Foreign currency sensitivity
The following table illustrates the sensitivity of the return on ordinary activities after taxation for the year and the equity in regard to the Company's non-monetary financial assets to changes in the exchange rates for the portfolio's significant currency exposures, these being Sterling/US Dollar, Sterling/Euro and Sterling/Hong Kong Dollar.
It assumes the following changes in exchange rates:
Sterling/US Dollar +/- 5% (2016: 8%)
Sterling/Euro +/- 3% (2016: 10%)
Sterling/Hong Kong Dollar +/- 5% (2016: 8%)
These percentages have been determined based on the average market volatility in exchange rates, in the previous 12 months.
If Sterling had strengthened against the currencies shown assuming there was no currency hedge in place, this would have had the following effect:
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | |
| US Dollar | Euro | HK Dollar | US Dollar | Euro | HK Dollar | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Projected change | 5% | 3% | 5% | 8% | 10% | 8% |
| Impact on revenue return | (58) | (12) | (13) | (47) | (27) | (8) |
| Impact on capital return | (933) | (200) | (419) | (1,702) | (400) | (759) |
| Total return after taxation for the year | (991) | (212) | (432) | (1,749) | (427) | (767) |
| Equity | (991) | (212) | (432) | (1,749) | (427) | (767) |
If Sterling had weakened against the currencies shown assuming there was no currency hedge in place, this would have had the following effect:
| 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | |
| US Dollar | Euro | HK Dollar | US Dollar | Euro | HK Dollar | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Projected change | 5% | 3% | 5% | 8% | 10% | 8% |
| Impact on revenue return | 58 | 12 | 13 | 47 | 27 | 8 |
| Impact on capital return | 933 | 200 | 419 | 1,702 | 400 | 759 |
| Total return after taxation for the year | 991 | 212 | 432 | 1,749 | 427 | 767 |
| Equity | 991 | 212 | 432 | 1,749 | 427 | 767 |
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole, since the level of exposure changes frequently as part of the currency risk management process used to meet the Company's objectives.
(c) INTEREST RATE RISK
Interest rate movements may affect the level of income receivable on cash deposits. Interest rate movements may affect the fair value of investments in fixed-interest rate securities.
Cash at bank at 31 December 2017 (and 31 December 2016) was held at floating interest rates, linked to current short term market rates.
Due to the insignificant impact of fluctuations in interest rates no sensitivity analysis is shown.
(d) OTHER PRICE RISK
Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the value of the quoted and unquoted equity investments.
Management of the risk
The Board of Directors manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance. The Board monitors the Investment Managers' compliance with the Company's objectives.
When appropriate, the Company manages its exposure to risk by using futures contracts or by buying put options on indices and on quoted equity investments in its portfolio.
Concentration of exposure to other price risks
A sector breakdown and geographical allocation of the portfolio is contained in the Investment Managers' Report on page 9.
Other price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and the equity to an increase or decrease of 10% in the fair values of the Company's equities and corporate bonds. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Company's equities at each balance sheet date, with all other variables held constant.
| Increase in | Decrease in | Increase in | Decrease in | |
| fair value | fair value | fair value | fair value | |
| 2017 | 2017 | 2016 | 2016 | |
| £000 | £000 | £000 | £000 | |
| Consolidated Income Statement - return after taxation: | ||||
| Capital return - increase/(decrease) | 5,510 | (5,510) | 5,595 | (5,595) |
| Total return after taxation - increase/(decrease) | 5,510 | (5,510) | 5,595 | (5,595) |
| Equity | 5,510 | (5,510) | 5,595 | (5,595) |
(e) LIQUIDITY RISK
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not significant as the majority of the Company's assets are investments in quoted equities that are readily realisable. The Company does not have any borrowing facilities.
The investments in unquoted securities may have limited liquidity and be difficult to realise. At 31December 2017 the unquoted securities are valued at £50,000 which relates to the wholly-owned subsidiary PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) and one unquoted security which is in liquidation, ITI Energy Ltd, (31December 2016 the unquoted securities were valued at £50,000 consisting of PEWT Securities 2020 PLC and two unquoted securities which were in liquidation, Freepower PLC and ITI Energy Ltd). The Company may invest up to 15% of its gross assets in unquoted securities.
The Board gives guidance to the Investment Manager as to the maximum amount of the Company's resources that should be invested in any one holding. The policy is that the Company should remain fully invested in normal market conditions and that short-term borrowing be used to manage short-term cash requirements. The Board will monitor the level of liquidity required to fund the repayment of the ZDP Shares and the impact of the issue of any new ZDP Shares.
The contractual maturities of the Group's financial liabilities at 31 December 2017, based on the earliest date on which payment can be required, were as follows:
| Between | |||
| 3 months | one and five | ||
| or less | years | Total | |
| At 31 December 2017 | £000 | £000 | £000 |
| Payables and other financial liabilities | (212) | - | (212) |
| ZDP Shares | - | (30,249) | (30,249) |
The contractual maturities of the Group's financial liabilities at 31 December 2016, based on the earliest date on which payment can be required, were as follows:
| Between | |||
| 3 months | one and five | ||
| or less | years | Total | |
| At 31 December 2016 | £000 | £000 | £000 |
| Payables and other financial liabilities | (185) | - | (185) |
| ZDP Shares | - | (30,249) | (30,249) |
| Derivative financial instruments | (98) | - | (98) |
(f) CREDIT RISK
The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. The maximum exposure to credit risk at 31 December 2017 (comprising of corporate bonds, current assets and cash at bank) was £1,390,000 (2016: £7,691,000 ). The calculation is based on the Company's credit exposure as at 31 December 2017 and may not be representative of the year as a whole.
Management of the risk
This risk is not significant, and is managed as follows:
• investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Investment Manager, and limits are set on the amount that may be due from any one broker; and
• cash at bank is held only with reputable banks with high quality external credit ratings. The Company does not generally hold significant cash balances, but when it does it seeks to limit exposure to any one bank to 10% of net assets.
None of the Company's financial assets are secured by collateral or other credit enhancements. In addition none of these financial assets are either past due or impaired.
(g) FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The financial assets and liabilities are either carried in the balance sheet at their fair value, or the balance sheet amount is a reasonable approximation of fair value (due from brokers, dividends receivable, accrued income, due to brokers, accruals and cash balances).
The tables below set out fair value measurements using fair value hierarchy, where Level 1, Level 2 and total figures apply to both Group and Company and Level 3 figures apply only to Company.
Financial assets at fair value through profit or loss at 31 December 2017
| Level 1 | Level 2 | Level 3 | Total | ||
| Notes | £000 | £000 | £000 | £000 | |
| Equity investments | 55,099 | - | 50 | 55,149 | |
| Derivative financial instruments | 13 | - | - | - | - |
| Total | 55,099 | - | 50 | 55,149 |
Financial assets at fair value through profit or loss at 31 December 2016
| Level 1 | Level 2 | Level 3 | Total | ||
| £000 | £000 | £000 | £000 | ||
| Equity investments | 49,619 | - | 50 | 49,669 | |
| Fixed interest bearing securities | 6,327 | - | - | 6,327 | |
| Derivative financial instruments | 13 | - | 67 | - | 67 |
| Total | 55,946 | 67 | 50 | 56,063 |
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1. Level 2 investments include the Company's forward currency contracts, these are valued using the Prime Broker contracts which uses spot foreign exchange rates in the respective currencies.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data
(there were no Level 3 investments at 31 December 2016 with a market value).
Level 3 fair values are determined by the Directors using valuation methodologies in accordance with the IPEV Guidelines and as detailed in note 1.1 (h). Significant inputs include investment cost, the value of the most recent capital raising and the adjusted net asset value of funds. In accordance with IPEV Guidelines, new investments are carried at cost, the price of the most recent investment being a good indication of fair value. Thereafter, fair value is the amount deemed to be the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. At 31 December 2017, the Company's Level 3 investments related to the one wholly-owned subsidiary, PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) (the net asset value of the subsidiary is considered to be the fair value) and one unquoted security which is in liquidation, ITI Energy Ltd, which is valued at nil.
The valuation techniques used by the Company are explained in the accounting policies note on page 45.
A reconciliation of fair value measurements in Level 3 is set out below.
Level 3 financial assets at fair value through profit or loss
| As at | |
| 31 December | |
| 2017 | |
| £000 | |
| Opening fair value - PEWT Securities 2020 PLC, Freepower PLC and ITI Energy Ltd | 50 |
| Closing fair value - PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) and ITI Energy Ltd | 50 |
Financial liabilities at fair value through profit or loss
The listed bid price was used to determine the fair value of the ZDP Shares as at 31 December 2017:
| As at 31 December 2017 | As at 31 December 2017 | As at 31 December 2016 | As at 31 December 2016 | |
| Fair value | Fair value | |||
| Book value | Level 1 | Book value | Level 3 | |
| £000 | £000 | £000 | £000 | |
| ZDP Shares | 26,418 | 27,444 | 25,217 | 26,842 |
| As at 31 December 2017 | As at 31 December 2017 | As at 31 December 2016 | As at 31 December 2016 | ||
| Level 2 | Total | Level 2 | Total | ||
| Note | £000 | £000 | £000 | £000 | |
| Derivative financial instruments | 13 | - | - | 98 | 98 |
(h) CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Company's capital management objectives are:
• to ensure that the Company will be able to continue as a going concern; and
• to achieve a high income from its portfolio and to realise long-term growth in the capital value of the portfolio.
The Company's capital at 31 December comprises:
| 2017 | 2016 | |
| £000 | £000 | |
| Debt: | ||
| ZDP Shares | (26,418) | (25,217) |
| Equity: | ||
| Equity share capital | 181 | 181 |
| Retained earnings and other reserves | 29,678 | 31,629 |
| 29,859 | 31,810 | |
| Total capital | 56,489 | 57,310 |
| Debt as a percentage of total capital | 46.77% | 44.00% |
The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.
The Company is subject to several externally imposed capital requirements:
• As a public company, the Company has to have a minimum share capital of £50,000.
• In order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by company law.
These requirements are unchanged since last year and the Company has complied with them.
22. SEGMENTAL REPORTING
The chief operating decision maker has been identified as the Board of Premier Global Infrastructure Trust PLC (formerly Premier Energy and Water Trust PLC). The Board reviews the Company's internal management accounts in order to analyse performance.
The Directors are of the opinion that the Company is engaged in one segment of business, being the investment business.
Geographical segmental analysis pertaining to the Company has not been disclosed because the Directors are of the opinion that as an investment company the geographical sources of revenues received by the Company are incidental to its investment activity.
Directors and Advisers
Directors
Geoffrey Burns - Chairman
Ian Graham
Gillian Nott OBE
Kasia Robinski (appointed on 28 February 2017) - Chairman of the Audit Committee (appointed on 31 October 2017)
Charles Wilkinson (retired on 25 April 2017)
Alternative Investment Fund Manager ("AIFM")
Premier Portfolio Managers Limited
Eastgate Court High Street Guildford Surrey GU1 3DE
Telephone: 01483 306 090
www.premierfunds.co.uk
Authorised and regulated by the Financial Conduct Authority
Investment Manager
Premier Fund Managers Limited
Eastgate Court High Street Guildford Surrey GU1 3DE
Telephone: 01483 306 090
www.premierfunds.co.uk
Authorised and regulated by the Financial Conduct Authority
Secretary and Registered Office
Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: Martin Salmon 0207 982 2725
Company Number
4897881
Website
www.premierfunds.co.uk
Registrar
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
Overseas: +44 371 664 0300
E-mail: enquiries@linkgroup.co.uk
Custodian and Depositary
Northern Trust Global Services Limited
50 Bank Street
Canary Wharf
London E14 5NT
Authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and PRA
Auditor
KPMG LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EG
Stockbroker
N+1 Singer Advisory LLP
One Bartholomew Lane
London EC2N 2AX
Telephone: 0207 496 3000
Ordinary Shares
SEDOL 3353790GB
LSE PGIT
Zero Dividend Preference Shares
SEDOL BYP98L6
LSE PGIZ
Global Intermediary Identification Number
GIIN W6S9MG.00000.LE.826
Glossary of Terms & Alternative Performance Measures
ALTERNATIVE PERFORMANCE MEASURES ("APMS")
We assess our performance using a variety of measures that are not specifically defined under IFRS and therefore termed APMs. The APMs that we use may not be directly comparable with those used by other companies.
COVER
The Cover on the ZDP Shares measures the amount by which the final redemption value of the ZDP Shares is covered by the total assets of the Group allowing for all prior ranking liabilities and the accrual of expenses to capital over the remaining period to the redemption of the ZDP Shares. The calculation for Cover as specified in the Group's prospectus is the ratio of the gross assets of the Group less current period income and the Group's revenue reserves to the aggregate amount payable to ZDP Shareholders on the repayment date plus any other borrowing plus the cumulative management fee charged to capital over the remaining period to the repayment date and calculated on the assumption of no capital or revenue growth in the Group's portfolio. This is the definition used when calculating the Cover level to satisfy the requirements for the issue or buy back of shares. The cover figure used on the summary table of this report and on the monthly fact sheets is non-cumulative cover as calculated by JP Morgan Cazenove.
DISCOUNT/PREMIUM
If the share price of an investment trust is lower than the 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 NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, the shares are said to be trading at a premium. The Board monitors the level of discount or premium and consideration is given to ways in which share price performance may be enhanced, including the effectiveness of marketing and share buy-backs, where appropriate. The discount/premium is shown on page 2.
GEARING
Also known as leverage, particularly in the USA. Gearing is introduced when a company borrows money or issues prior ranking share classes such as Zero Dividend Preference ("ZDP") shares, to buy additional investments. The objective is to enhance returns to shareholders but there is the risk of the opposite effect if the additional investments fall in value.
GROSS REDEMPTION YIELD
The return on a fixed-interest security, or any investment with a known life, expressed as an annual percentage and without any deduction for tax. Redemption yield measures the capital as well as income return on investments with a fixed life.
HURDLE RATE
The compound rate of growth or decline of the total assets required each year until the redemption date for shareholders to receive the predetermined redemption price on a ZDP Share or the current share price on an Ordinary Share.
NET ASSET VALUE ("NAV")
The NAV is the assets attributable to shareholders expressed as an amount per individual share. PGIT's Ordinary Share NAV is calculated as the total value of all its assets, at current market value, having deducted all prior charges at their par value (or at their asset value).
ONGOING CHARGES
The ongoing charges represent the Company's management fee and all other operating expenses, excluding finance costs, expressed as a percentage of the average of the daily net assets during the year (see page 2). The Board continues to be conscious of expenses and works hard to maintain a sensible balance between good quality service and cost.
RETURN PER SHARE
Return per share is calculated using the net return on ordinary activities after finance costs and taxation divided by the weighted average number of shares in issue for the financial year (see note 18, page 53). The Directors also regard return per share to be a key indicator of performance. The return per share is shown on page 2.
SPLIT CAPITAL INVESTMENT TRUST
An investment trust with two or more classes of share in issue, each class having specified entitlements to income or capital. Typical classes of share include ordinary shares, capital shares, zero dividend preference shares and income and residual capital (or geared ordinary) shares.
TOTAL RETURN
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between companies with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the company at the time the shares go ex-dividend (the share price total return) or in the assets of the company at its NAV per share (the NAV total return). The total return, the NAV total return and the share price total return figures are shown on page 2.
TOTAL ASSETS
Total assets less current liabilities, before deduction of all borrowings.
Company History
The Company, a UK investment trust listed on the Main Market of the London Stock Exchange, was incorporated on 12 September 2003 and commenced its activities on 4 November 2003. The Company was established in connection with the scheme of reconstruction of Legg Mason Investors International Utilities Trust PLC, with 18,143,433 Ordinary Shares and 19,143,433 Zero Dividend Preference Shares being allotted at launch. On 18 December 2009 shareholders approved special resolutions to implement tender offers for Ordinary Shares and Zero Dividend Preference ("ZDP") Shares, to extend the life of the Company until 31 December 2015 and to amend the final entitlement per ZDP Share to 221.78p on 31 December 2015. On 15 December 2010 shareholders approved proposals to issue new shares in connection with the reconstruction of Premier Renewable Energy Fund Limited.
On 27 August 2014 shareholders approved proposals to extend the life of the Company and to implement a reorganisation of the Company through a scheme of arrangement. The existing ZDP Shares were replaced with New ZDP Shares issued by a newly incorporated subsidiary of the Company, PEWT Securities PLC and the Articles were amended to allow the Company to continue with an indefinite life whilst including a provision to allow holders of ordinary shares an opportunity to vote on the continued existence of the Company every five years from 2020. In December 2014 the Company raised £1,361,931 (after expenses) through the placing of 310,000 Ordinary Shares and 384,681 ZDP Shares (issued by PEWT Securities PLC).
During 2015 the Company raised £3,153,302 (after expenses) through the placing of 710,000 Ordinary Shares and 881,045 ZDP Shares (issued by PEWT Securities PLC).
On 14 December 2015 it was announced that elections by ZDP Shareholders to participate in the Rollover Option exceeded the Maximum Issue Size, meaning that such Elections were scaled back on a pro-rata basis. Each ZDP Shareholder who made a valid Election to receive New ZDP Shares of PEWT Securities 2020 PLC ("new ZDP Shares") received approximately 1,871 New ZDP Shares and £346.80 in cash for every 1,000 Existing ZDP Shares held on the Effective Date and for which they made a valid Election. On 31 December 2015 PEWT Securities PLC was placed into members' voluntary liquidation and 24,073,337 New ZDP Shares in PEWT Securities 2020 PLC were issued to satisfy ZDP Shareholders who had elected to rollover their investment. The New ZDP Shares of PEWT Securities 2020 PLC were admitted to the standard listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and dealings commenced on 4 January 2016.
On 1 November 2017 the Board of Premier Energy and Water Trust PLC announced that the name of the Company changed to Premier Global Infrastructure Trust PLC and simultaneously the name of the Company's subsidiary, PEWT Securities 2020 PLC, was changed to PGIT Securities 2020 PLC.
Shareholder Information
SHARE PRICE AND PERFORMANCE INFORMATION
The Ordinary Shares and ZDP Shares are listed on the London Stock Exchange. Information about the Company and that of the other investment company managed by Premier, the Acorn Income Fund Limited, including current share prices can be obtained directly from:
www.premierfunds.co.uk
Contact Premier on 0333 456 1122, or by e-mail to premier@premierfunds.co.uk.
SHARE DEALING
Shares can be purchased through a stockbroker.
Information on the Premier ISA can be obtained by contacting Premier on 01483 400 400.
SHARE REGISTER ENQUIRIES
The register for the Ordinary Shares and ZDP Shares is maintained by Link Asset Services. In the event of queries regarding your holding, please contact the Registrar on 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open Monday to Friday 9:00 a.m. to 5:30 p.m.); overseas +44 371 664 0300; or e-mail enquiries@linkgroup.co.uk. Changes of name and/or address must be notified in writing to the Registrar.
STATEMENT REGARDING NON-MAINSTREAM INVESTMENT PRODUCTS
The Company currently conducts its affairs so that both the Ordinary Shares issued by the Company and the ZDP Shares issued by the Company's wholly-owned subsidiary PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) can be recommended by IFAs to retail investors in accordance with the FCA's rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future.
The Ordinary Shares and the ZDP Shares fall outside the restrictions which apply to non-mainstream investment products because they are excluded securities.
A member of the Association of Investment Companies.
AIFMD Disclosures & Remuneration Disclosure
AIFMD DISCLOSURES
The provisions of the Alternative Investment Fund Managers Directive ("AIFMD") took effect on 22 July 2014. The Alternative Investment Fund Manager ("AIFM") of the Company is Premier Portfolio Managers Limited ("PPM"), authorised by the FCA as an Alternative Investment Fund Manager ("AIFM") under the AIFMD.
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 https://www.premierfunds.co.uk/media/5007/premier-global-infrastructure--trust-pre-investment-disclosure-document-aifmd.pdf. The document was updated in November 2017 and there have been no material changes to the disclosures contained within the document since that date.
AIFMD Leverage limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at 31 December 2017 are set out below:
| Maximum gross leverage (calculated as specified by the AIFM Directive): 1,000% | Level as at 31 December 2017: 89% |
| Maximum commitment exposure (calculated as specified by the AIFM Directive): 800%. | Level as at 31 December 2017: 92% |
Remuneration Disclosure
The provisions of the AIFMD require the AIFM to establish and maintain remuneration policies for its staff which are consistent with and promote sound and effective risk management.
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 the two.
Arrangements for variable remuneration within the AIFM's 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 a subsidiary of the parent Company with none employed directly by the AIFM. The costs of a number of individuals are allocated between the entities within the AIFM's group based on the expected amount of time devoted to each.
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 2017 , is analysed below:
| Fixed remuneration | £1,627,876 |
| Variable remuneration | £1,204,005 |
| Total | £2,831,881 |
| FTE Number of staff: | 28 |
15 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:
| Senior management | £479,347 |
| Staff whose actions may have a material impact on the funds | £893,430 |
| Other | £1,459104 |
| Total | £2,831,881 |
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
to the members of Premier Global Infrastructure Trust PLC
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE on Tuesday, 24 April 2018, at 12:15 p.m. to consider and, if thought fit, pass the following resolutions, which will be proposed as to resolutions 1, 2, 3, 4, 5, 6 and 7 as ordinary resolutions and as to resolutions 8 and 9 as special resolutions, light refreshments will be available after the AGM:
| ORDINARY RESOLUTIONS | |
| 1. | To receive the Directors' Report and Financial Statements for the year ended 31 December 2017. |
| 2. | To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the financial year ended 31 December 2017. |
| 3. | To re-elect Mr Geoffrey Burns as a Director of the Company. |
| 4. | To elect Ms Victoria Muir as a Director of the Company. |
| 5. | To re-appoint KPMG LLP as Auditor of the Company and to authorise the Board to determine their remuneration. |
| 6. | Authority to allot new shares: |
| THAT the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 (the "Act"), to allot Ordinary Shares in the Company and to grant rights ("relevant rights") to subscribe for or to convert any security into Ordinary Shares in the Company up to an aggregate nominal amount of £18,088, representing 1,808,800 Ordinary Shares of 1p each, (being approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this notice) provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or agreement which would or might require shares to be allotted or relevant rights to be granted after the expiry of such authority and the Directors may allot shares or grant relevant rights in pursuance of such an offer or agreement as if such authority had not expired. | |
| 7. | Authority to allot Ordinary Shares at a discount: |
| THAT, subject to and conditional upon the passing of resolution 6 above, the Directors be and are hereby generally and unconditionally authorised, in accordance with LR 15.4.11 of the United Kingdom Listing Rules to allot Ordinary Shares for cash pursuant to that resolution at a price which represents a discount to the net asset value attributable to the Ordinary Shares as at the date of such issue provided that (i) such issue is contemporaneous with an issue of New Zero Dividend Preference Shares by PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) ("New ZDP Shares") and (ii) the combined effect of the issue of Ordinary Shares at a discount to the prevailing net asset value per Ordinary Share and the issue of New ZDP Shares at a premium to net asset value per New ZDP Share is that the net asset value per Ordinary Share is thereby increased. |
| SPECIAL RESOLUTIONS | |||
| 8. | Authority to disapply pre-emption rights: | ||
| THAT, subject to the passing of resolution numbered 6 above, the Directors of the Company be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to that resolution , or to sell Ordinary Shares from treasury, as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to: | |||
| (a) | the allotment, or sale, of equity securities (otherwise than pursuant to sub-paragraph (b) below) up to an aggregate nominal amount of £18,088; and | ||
| (b) | the allotment, or sale, of equity securities to (i) all holders of Ordinary Shares of 1p each in the capital of the Company in proportion (as nearly as may be) to the respective numbers of such Ordinary Shares held by them and (ii) to holders of other equity securities as required by the rights of those securities (but subject to such exclusions, limits or restrictions or other arrangements as the Directors of the Company may consider necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical problems in or under the laws of, or requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and | ||
| such power shall expire at the conclusion of the next annual general meeting of the Company to be held in 2019, but so that this power shall enable the Company to make an offer or agreement before such expiry which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of any such offer or agreement as if such expiry had not occurred. | |||
| 9. | Authority to repurchase the Company's shares: | ||
| THAT, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 ("the Act") to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary Shares of 1p each in the capital of the Company (together the "Shares"), provided that: | |||
| (a) | the maximum number of Shares hereby authorised to be purchased shall be 2,711,463 Ordinary Shares; | ||
| (b) | the minimum price which may be paid for a Share is 1 pence; | ||
| (c) | the maximum price which may be paid for an Ordinary Share is an amount equal to the highest of (i) 105% of the average of the middle market quotation for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is purchased and (ii) that stipulated by the regulatory technical standards adopted by the EU pursuant to the Market Abuse Regulation from time to time; | ||
| (d) | Ordinary Shares may only be purchased at prices below their prevailing net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchase and taking into account the costs of the repurchase) and where: | ||
| (i) | the Cover of the ZDP Shares issued by PGIT Securities 2020 PLC (formerly PEWT Securities 2020 PLC) ("ZDP Shares") would not be reduced below 1.8 times; or | ||
| (ii) | the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchase, in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchase and taking account of any purchases of ZDP Shares proposed to be made at or about the same time; | ||
| (e) | Ordinary Shares and ZDP Shares may be purchased in such proportions and at such prices so as to effect an increase in the net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and where: | ||
| (i) | the Cover of the ZDP Shares would not be reduced below 1.8 times; or | ||
| (ii) | the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchases, in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchases; | ||
| (f) | the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2019 or 23 October 2019 unless such authority is renewed prior to such time; and | ||
| (g) | the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to expiry of such authority which will be or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract. | ||
| Any shares so purchased will be cancelled in accordance with the provisions of the Act. |
By order of the Board
Premier Portfolio Managers Limited
Secretary
5 March 2018
Notes to the Notice of Annual General Meeting
| 1. | Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need not be a shareholder of the Company. |
| A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrars, Link Asset Services (contact details can be found on pages 61 and 65). | |
| 2. | To be valid any proxy form or other instrument appointing a proxy must be received by post to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF or (during normal business hours only) by hand at the offices of the Company's registrars, Link Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 12:15 p.m. on Friday, 20 April 2018. |
| 3. | The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so. |
| 4. | Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. |
| 5. | The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. |
| 6. | To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on Friday, 20 April 2018 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. |
| 7. | As at 2 March 2018 (being the last business day prior to the publication of this Notice) the Company's issued share capital consisted of 18,088,480 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 2 March 2018 are 18,088,480. |
| 8. | CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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. |
| 9. | In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 6:00 p.m. on Friday, 20 April 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. |
| 10. | CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. |
| 11. | 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. |
| 12. | Any corporation which is a member can 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. |
| 13. | Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance 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 Companies Act 2006. 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 Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. |
| 14. | Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. |
| 15. | A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Investment Managers' website: www.premierfunds.co.uk |
