HANSA, investing to create long-term growth 2020 - HANSA INVESTMENT COMPANY LIMITED - Hansa Trust
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HANSA INVESTMENT COMPANY LIMITED HANSA, investing to create long-term growth 2020 Period End Report For the Period Ended 31 March 2020
WELCOME I’m pleased to present the first Period-End Report for Hansa Investment Company Ltd (“the Company”, “HICL”) to the shareholders. 2019 and the start of 2020 have been extremely busy. HICL was incorporated in Bermuda and was listed in the London Stock Exchange on the 29 August 2019, following the transfer of business from Hansa Trust PLC ("Hansa Trust"). Latterly, and as I write this to you, we find ourselves in unprecedented times with the world in a struggle against a virus that has claimed the lives of hundreds of thousands of people globally and rocked economies and financial systems to their cores. Despite the corporate changes during the year, the Investment Policy and underlying portfolio remained largely unchanged and continued to be managed by our Portfolio Manager, Hansa Capital Partners LLP ("HCP"). Alec Letchfield understandably has focused his piece on the impact the virus has had on markets and on our portfolio, as well as considering where events might go from here. You can read his update later in this Report. Our Interim Report in September 2019 included a good deal of information on the Scheme of Redomiciliation. This Period-End Report will repeat elements of that information for those readers who might have missed it. You will also note some administrative changes: as part of the Scheme of Redomiciliation, our new Company issued five shares for every one Hansa Trust share. This has led to changes in the quoted NAV per share, market share price of each class of share and dividends per share when they are announced. The Company also pays quarterly dividends rather than semi-annual. As a newly formed company, HICL has no historical performance. To give shareholders a more meaningful representation of the performance of the portfolio since 1 April 2019, we have also included a non-statutory, pro-forma unaudited set of Financial Statements incorporating the performance of Hansa Trust as relevant, as well as the required statutory Financial Statements since HICL's inception. I would encourage you to look at both the statutory Financial Statements as well as the non-statutory, pro-forma, Financial Statements included in this Report. Together they paint a more meaningful picture of performance for the year and also comparable historical information. Our Board has also undergone a change with three new Directors. Biographies of our Directors can be found on the Company’s website (www.hansaicl.com) and within this Report. I wish you and your families well during these challenging times. Yours sincerely THIS DOCUMENT IS IMPORTANT and if you are a holder of Ordinary shares it requires your immediate attention. If you are in doubt as to the action you should take or the contents of this document, you should seek advice from an independent financial advisor, authorised if in the UK under the Financial Services and Markets Act 2000, or other appropriately authorised financial advisor if outside of the UK. If you have sold or transferred your Ordinary shares in the Company, you should send this document, immediately to the purchaser or transferee; or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission as soon as practicable. COMPANY REGISTRATION AND NUMBER: The Company is registered in Bermuda under company number 54752.
Strategic Report 2 Strategic Report 48 Independent Auditor's Report to 70 Pro-Forma Balance Sheet (Unaudited) for 2 Chairman’s Report to the Shareholders the Members of Hansa Investment the combined Hansa Trust PLC and Hansa 6 The Board of Directors Company Ltd Investment Company Ltd Group 8 The Board 53 Financial Statements 71 Pro-Forma Statement of Changes in Equity 10 Long-Term Performance 53 Income Statement (Unaudited) for the combined Hansa Trust 11 Organisation and Objectives 54 Balance Sheet PLC and Hansa Investment Company Ltd 20 Portfolio Manager’s Report 55 Statement of Changes in Equity 72 Pro-Forma Cash Flow Statement 32 Portfolio Statement 55 Cash Flow Statement (Unaudited) for the combined Hansa Trust 34 Shareholder Profile and Engagement 56 Notes to the Financial Statements PLC and Hansa Investment Company Ltd Reports Corporate Governance 37 Corporate Governance Reports 73 Notes to the Condensed Pro-Forma 68 Pro-Forma Financial Statements Financial Statements 37 Report of the Directors 68 Introduction to the Pro-Forma Financial 38 Corporate Governance Report Statements 76 Notice of the Annual General Meeting 43 Audit Committee Report 69 Pro-Forma Income Statement (Unaudited) 79 Investor Information 45 Directors’ Remuneration Report for the combined Hansa Trust PLC and 80 Company Information Hansa Investment Company Ltd Group 82 Glossary of Terms Financial Statements Long-Term Rolling Five Year NAV Returns (per annum) Highlights 2020 2011 – 2020 18 Graphs represent the combined results 16 15.4% of the Company with Hansa Trust PLC. Financial Statements Pro-Forma 14 To that end, where historic information relating to Hansa Trust PLC is quoted 12 on a ‘per share’ basis, it has been 10 converted to be consistent with the 8.0% number of HICL shares in issue. 8 6 6.0% 5.9% 1.5% 4.9% 4.7% 4.3% 0.6% 4 3.1% 2 General Meeting Notice of the Annual 0 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 It is the goal of the Company to make money for shareholders on a long-term basis (five years). The Board monitors the five year NAV returns as the primary achievement of the Company’s goal. Dividend payments for year to end March (pence per share) 2011 – 2020 3.6 Investor Information 3.2 Pence per HICL Share 0.8 2.8 2.2 1.6 1.6 1.6 1.6 1.6 2.4 2.3 0.8 2.0 2.1 1.6 1.2 0.8 1.6 1.6 1.6 1.6 1.6 0.8 1.0 0.7 0.7 0.7 0.8 0.4 0 2010-2011 2011-2012 2012-2013 2013-2014 2014-2015 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020 1st Interim Paid 2nd Interim Paid 3rd Interim Paid 4th Interim Paid The Dividend Policy can be found on page 17 of these Financial Statements and on the Company’s website. It can be summarised as the declaration at the beginning of the year of four equal dividends, paid in November, February, April and May. Five Year Nav and Share Price Total Return 2015 – 2020 50% 40% 30% 20% 10% 0% -10% -20% Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 NAV Cum Income TR Ord Share TR A Ord Share TR Hansa Investment Company Ltd Period End 2020 1
STRATEGIC REPORT Chairman’s Report to the Shareholders JONATHAN DAVIE Chairman Strategic Report Chairman’s Report to the Shareholders Strategic Report TABS INTRODUCTION This is my first Period-End Report to shareholders since becoming Chairman of Hansa Investment Company Ltd (“the Company”, “HICL”) on 29 August 2019 and it comes at a very challenging time for all of us, due to the Coronavirus pandemic. I am pleased to be able to say all your Directors and the many people who support the Company with various services are presently fit and well. You will hopefully all be aware that the business successfully redomiciled to Bermuda in August 2019, following the substantial vote in favour of our proposals in July 2019 which culminated in the formation of HICL. That said, the Investment Objective, Policy and Strategy, as well as the key service providers, most notably our Portfolio Manager, remain unchanged. The Company continues to seek to achieve its investment objective of growing the Company over the medium to long-term by primarily investing in third-party funds and global equities. As a result of the redomicile and formation of a new Company; when past performance of the business is referenced, the Board considers the performance of the Company to be combined with the relevant history from its predecessor, Hansa Trust. As such, this, and future Reports, will reference the combined performance of, and comparisons between, Hansa Trust & HICL and portfolio performances, with notes, where relevant, explaining how the data has been derived. Pro-forma financial information is provided in the Financial Statements at the back of this document to reflect this combined and historical performance. SHAREHOLDER RETURNS The past six months since the Interim Report has shown a decline in the Net Asset Value (“NAV”) of 48.3p per share, from 278.5p per share to 230.2p per share as at 31 March 2020. Similarly, over the past 12 months since 1 April 2019, NAV has declined 50.9p per share from 281.1p per share. During the past six months, the discount has increased from 32.0% to 43.1% for the Ordinary shares and from 32.8% to 41.2% for the “A” Ordinary shares over the same period. This compares with an increase in the discount from 30.5% to 43.1% for the Ordinary share and from 30.6% to 41.2% for the “A” Ordinary shares over the 12 month period. 2 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements There have been two drivers to the fall in NAV. Firstly, Ocean on. I am also fearful in particular of how the relationship between Wilson Holdings Ltd (“OWHL") and, secondly, Covid-19. The fall China and the West develops as we come out of this crisis. The in the NAV for the 12 months to 31 March 2020 was 16.9% National People’s Congress declaration of new security plans for (Total Return), principally caused by the 42.1% fall in the price Hong Kong in defiance of the 1997 “One Country Two Systems’’ of OWHL which reflected the fall in the Wilson Sons share price agreement with the UK does not bode well for the future. from R$37.1 to R$28.4 over the 12 month period, combined Financial Statements Pro-Forma This, combined with an inevitable decline in global trade, the still with a 25% fall in the value of the Real against the US Dollar. to be felt effects of Brexit, the sharp decline in the oil price, the The NAV decline of 7.4% in the portfolio ex Ocean Wilson possibility of more countries adopting negative interest rates, is similar to the fall of 7.0% in the MSCI All Country World the uncertainty of the direction of inflation or deflation and the Index (GBP). spectre of climate change hovering over us all makes this a very This is a disappointing result for the period. Many investment challenging time for investment managers. companies with a March year-end will be reporting results Choppy waters remain but the Board is confident that our General Meeting Notice of the Annual heavily impacted by Covid-19. I am pleased to say our NAV Manager can navigate these and work towards achieving our has recovered by 13.3% (Total Return) as at the date of investment objectives. Indeed, since the 31 March the fund is 19 June 2020 and the Directors continue to see long-term value up 12.9% to £312.0m as at 19 June 2020, having also paid out in OWHL. Indeed, some of your Directors have increased their a £960k dividend in May 2020. holdings in your Company in the past six months. I bought a further 25,000 Ordinary share and 100,000 “A” Ordinary CHANGES TO THE BOARD shares in the period and William Salomon also added In my first statement to you in the Interim Report, I noted that 380,000 Ordinary shares and 20,000 “A” Ordinary shares. a number of corporate changes had occurred. Given this is Investor Information Simona Heidempergher has also made an initial investment of the first Period-End of the Company, I should like to repeat 6,400 “A” Ordinary shares. elements of that Statement and start by thanking my fellow Directors at Hansa Trust for their years of dedicated service to PROSPECTS the company. Their wisdom and insights brought much value I mentioned in my Interim Report the perverse effects that to all shareholders. I should also like to take this opportunity to Quantitative Easing ("QE") had had on investment decisions thank Mr Teideman, who has retired having been a consultant and the deferment of recessionary forces. Well, the Coronavirus to Hansa Trust. Mr Teideman was also a director of Hansa Trust pandemic has certainly brought QE back into the forefront of the for 12 years between 1991 and 2003 and then, more recently, battle, to reduce the number of businesses going under during a consultant to the audit committee. the lockdown and ensure that citizens still have access to some income and the ability to feed their families. The timing of the I should like to welcome and introduce our new Directors: end of this pandemic is impossible to predict, hence making it Richard Lightowler, who is a resident of Bermuda and a retired particularly challenging for making investment decisions. As Yogi KPMG Partner, is taking over from me as Chairman of the Berra once said “it ain’t over till it’s over’’! However, it is already Audit Committee. He has extensive experience in risk and clear the only possible end to the present unsustainable situation corporate governance and significant transaction experience will be when a suitable vaccine is discovered and a significant including redomiciliations. majority of the population has been inoculated. It is of course possible the pandemic will evaporate when “herding’’ has Simona Heidempergher, who has extensive experience as an succeeded in infecting about 60% of the population with the executive and non-executive director in a range of companies, virus, or the lockdown has succeeded in banishing it. History tells including listed companies, investment funds and research us that without a suitable vaccine it will revisit us at least once organisations, across multiple jurisdictions. Simona is a director more, probably during the winter months. It is also disappointing of, among other entities, TR European Growth Trust and to see a “beggar thy neighbour’’ attitude and lack of a coordinated Henderson Asset Management Investment Trust – both listed on international effort by governments to meet the challenge head the London Stock Exchange. Hansa Investment Company Ltd Period End 2020 3
STRATEGIC REPORT Chairman’s Report to the Shareholders Continued Nadya Wells has 25 years’ experience in emerging and frontier whereupon shareholders in Hansa Trust became shareholders markets as a long-term investor and corporate governance in Hansa Investment Company Limited, a new Bermudan specialist. She spent 13 years as portfolio manager with the registered company. Capital Group, investing in Global Emerging Markets and prior On 29 August 2019, pursuant to the Scheme, the issued to that five years with INVESCO Asset Management Limited share capital of Hansa Trust was de-listed and cancelled. investing in public and private equity managing a closed New shares were re-issued by the Company at that time ended fund. and, on 29 August 2019, 40,000,000 Ordinary shares of one The Directors have overall responsibility for and oversight of pence each (“Ordinary shares”) were admitted to listing on the Company’s activities. The Directors are responsible for the premium segment of the Official List and 80,000,000 determining its investment objective, policy and strategy, ‘A’ Ordinary shares of one pence each (“ ‘A’ Ordinary shares”) reviewing the investment activity and performance and the were admitted to listing on the standard segment of the Official control and supervision of the Portfolio Manager. List and in respect of each class, were admitted to trading on the Main Market of the London Stock Exchange. The biographies of the Directors can be found on pages 6 and 7 as well as on the Company's website. Ordinary Shareholders and ‘A’ Ordinary Shareholders in Hansa Trust at close of business on 28 August 2019 will have received SCHEME OF REDOMICILIATION five Ordinary shares or ‘A’ Ordinary shares respectively in Hansa I include below a brief summary of the project. Investment Company Limited in exchange for each existing In 2018 the board of Hansa Trust began to formally consider share held. redomiciling to an alternative jurisdiction, as a result of For more information please see the Company’s prospectus increasing concerns over the political climate in the UK and https://www.hansaicl.com/~/media/Files/H/Hansa-Investment- the instability and uncertainty this created for Hansa Trust. Company-Limited/documents/hansa-investment-company-ltd- Hansa Trust’s globally diversified assets, very few of which prospectus.pdf were UK-based, enabled the opportunity to redomicile without significantly impacting the existing structure or anticipated Following 29 August 2019, all day-to-day business operations performance of the business as a whole. of Hansa Trust terminated and all ongoing operations are within HICL. Many of the service providers that worked for Hansa After due consideration of a number of potential jurisdictions, Trust have been retained by the Company although there have Bermuda was deemed by the Hansa Trust board as the been some changes. The current key suppliers are summarised most appropriate jurisdiction, in order to mirror the existing on pages 13 and 14 investment strategy, portfolio and capital structure, without any material impact on returns. A proposal to this effect The Board has estimated the total cost of the project to research (“the Scheme”) was duly put to shareholders by the board of and deliver the redomiciliation of the business to be c £2.1m Hansa Trust on 29 July 2019 and was passed by shareholders (equivalent to 17.8 p per share or 0.78% of 31 March 2020 of both share classes, who voted in significant numbers and NAV). This cost has been incurred over two financial years overwhelmingly in favour of the Scheme. – initially by Hansa Trust during its 2018/19 financial year followed by Hansa Trust and HICL during the financial year The Scheme was sanctioned by the Court on 27 August 2019. 2019/20. Following this, Hansa Trust successfully redomiciled its business to Bermuda pursuant to the Scheme as of 29 August 2019, 4 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE ("ESG") MATTERS ESG considerations will play an increasingly important part in the decision making processes of funds and their Managers the world over. Financial Statements Pro-Forma As a Board, we have asked our Manager to review their ESG processes and report back in due course. We are of the view that good returns and well run sustainable business models will go hand in hand. Further, we are cognisant that, as part of the redomicile of the business to Bermuda, and in a normal, non-Covid-19, year there will be a substantial increase in Director travel to attend General Meeting Notice of the Annual Board meetings in Bermuda. Therefore, as a matter of policy, the Board has elected to offset the carbon impact specifically of travel on behalf of the business. This is detailed more fully in the Organisation and Objectives section on page 19. COMPANY AUDITOR As previously announced, the Board of the Company have appointed PricewaterhouseCoopers Ltd of Bermuda (“PwC”) Investor Information to audit the Company. On behalf of the Board, I extend our well wishes to you, our shareholders, and your families during these unprecedented times. Jonathan Davie Chairman 24 June 2020 I would draw shareholders’ attention to the Glossary of Terms which can be found at the end of this Period-End Report. I hope it is helpful in understanding a business, ever more complicated by regulation and jargon. Hansa Investment Company Ltd Period End 2020 5
STRATEGIC REPORT The Board of Directors The Directors who JONATHAN DAVIE (Chairman) RICHARD LIGHTOWLER (Audit Committee Chairman) served the Company Jonathan became a Director and Richard became a Director of the during the period to Chairman of the Company in June 2019. He remains a Director of Hansa Trust PLC Company in June 2019. Richard has 25 years’ experience in public accounting 31 March 2020 are: whilst it is run down, joining that board and recently retired as partner of KPMG in January 2013. He is also a partner of in Bermuda after 19 years in that role. First Avenue Partners, an alternatives He was head of the KPMG Insurance advisory boutique. Group in Bermuda for 14 years, a member of the firm's Global Insurance Jonathan qualified as a Chartered Leadership Team and Global Lead Accountant and then joined George Partner for large international insurance M. Hill and Co. and became an groups listed on the New York and authorised dealer on the London Stock London Stock Exchanges. Exchange. The firm was acquired by Wedd Durlacher Mordaunt and Co. Richard has significant regulatory where Jonathan became a partner in experience, advising the Bermuda 1975. He was the senior dealing partner Monetary Authority and working with of the firm on acquisition by Barclays clients regulated by the PRA, FRC and Bank to form BZW in 1986. FCA as well as other international regulators. He has a continuing role Jonathan developed BZW’s Fixed advising the Bermuda Monetary Authority Income business prior to becoming on regulatory matters. He also has chief executive of the Global Equities extensive experience in risk and corporate Business in 1991. In 1996 he became governance and significant transaction deputy chairman of BZW and then vice experience including redomiciliations. chairman of Credit Suisse First Boston Richard is based in Bermuda. Richard also in 1998 on their acquisition of most of holds directorships with Geneva Re and BZW’s businesses. He focused on the Oakley Capital. development of Credit Suisse’s Middle Eastern business. He retired from Credit Suisse in February 2007. Meetings Total Period Meetings Total Period attended Meetings attended Meetings Strategic 1 1 Strategic 1 1 Board 2 2 Board 2 2 Audit Committee 1 1 Audit Committee 1 1 6 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements SIMONA HEIDEMPERGHER WILLIAM SALOMON NADYA WELLS Simona became a Director of the William became a Director of the Company Nadya became a Director of the Company in June 2019. Simona in June 2019. He remains a Director of Company in June 2019. Nadya has has extensive experience as an Hansa Trust PLC whilst it is run down, 25 years’ experience in emerging and executive and non-executive director joining that board in 1999 and has frontier markets as a long-term investor Financial Statements Pro-Forma in a range of companies, including a significant, long standing, investment in and corporate governance specialist. listed companies, investment funds the Company. She spent 13 years as portfolio manager and research organisations, across with the Capital Group investing in multiple jurisdictions. William’s experience in investments and Global Emerging Markets and prior finance is important to the Board in to that five years with INVESCO Asset For the past 17 years, she has been developing and monitoring investments Management Limited, investing in director of Merifin Capital, an established in special investment themes and in the public and private equity managing General Meeting Notice of the Annual European privately owned investment Company’s strategic investment through a closed ended fund. She started her company. Prior to this she had roles Ocean Wilsons Holdings Limited in career in management consultancy with as a research associate at Heidrick Wilson Sons. Ernst & Young. & Struggles, a leading executive-level William is the senior partner of Hansa search and leadership consultancy firm She holds non-executive directorships Capital Partners LLP (“Hansa Capital and as project coordinator at Ambrosetti at Sberbank of Russia where she is chair Partners”), the Portfolio Manager and Group, an Italian consulting company. of the Audit Committee and sits on risk Investor Information Additional Administrative Services Currently, Simona is the lead independent and strategy committees and at Baring Provider, deputy chairman of Ocean non-executive director of Aquafil SpA Emerging Europe plc where she is Senior Wilsons Holdings Limited and its listed where she is Chairman of the audit and Independent Director. She also works subsidiary Wilson Sons Limited. He is risk committee and a member of the in academia conducting research and also a shareholder representative on the remuneration committee. Alongside consulting in the public and private sector investment advisory committee for DV4 Ltd this, Simona is a member of the Board on financing in Global Health. She holds (“DV4”) and Chairman of ScotGems PLC of Directors of the Stramongate Group, an MBA from INSEAD, France. investment trust. William was formerly the a Luxembourg public company, TR vice chairman of Close Asset Management European Growth Trust, a Henderson Limited and chairman of the merchant Asset Management Investment Trust bank Rea Brothers PLC. listed on the London Stock Exchange and FBK Fondazione Bruno Kessler, a research organisation. Meetings Total Period Meetings Total Period Meetings Total Period attended Meetings attended Meetings attended Meetings Strategic 1 1 Strategic 1 1 Strategic 1 1 Board 2 2 Board 2 2 Board 2 2 Audit Committee 1 1 Audit Committee 1 1 Audit Committee 1 1 Note: 1) On incorporation on 21 June 2019, the Company was set up with two initial Directors, Dawn Griffiths and Christopher Garrod. Both served from incorporation until 26 June 2019 when, at the Company's first Board meeting, the current Board members were appointed. 2) As part of the incorporation of the Company, a number of set-up meetings occurred involving, at different times during the process, the initial Directors, or combinations of one or more of the current Directors. These meetings have not been listed above as they are not recurring operational meetings. 3) Dividend policy is set by the Board as a whole. At the time of announcement of a quarterly dividend, if such announcement did not coincide with a scheduled meeting of the Board, a committee of the Board meets to consider the financial information required before such an announcement can be officially released. These meetings are not listed above.. Hansa Investment Company Ltd Period End 2020 7
STRATEGIC REPORT The Board The Board Board members are selected based on their individual and INVESTMENT STRATEGY complementary skills and experience and their ability to commit The Portfolio Manager, engaged by and acting on behalf of the sufficient time to drive the Company's success. All Directors will Company, seeks to build a multi-strategy portfolio by seeking retire at each AGM and offer themselves for consideration for investments across four key investment categories, in addition re‑election. The Board recommends the re‑appointment of each to its strategic investment in OWHL: of the Directors, based on their continuing contribution to the • Core – investments, typically through third-party funds, Company and its shareholders. that the Company can expect to hold throughout the economic cycle; The Board is charged by the shareholders with the responsibility for looking after the affairs of the Company. It involves the • Thematic – investments, typically through third-party funds, stewardship of the Company’s assets and liabilities and the that reflect key investment themes which the Portfolio pursuit of growth of shareholder value in accordance with the Manager believes will generate excess returns; investment objective. These responsibilities are discharged in • Diversifying Assets – investments, typically through many ways and are explained below. third‑party funds and directly, that creates asset diversification within the portfolio; and INVESTMENT OBJECTIVE AND POLICY, STRATEGY The Company objective is to grow the net assets of the • Global Equities – a diversified portfolio of global equities Company over the medium to long-term by investing in identified by the Portfolio Manager as having long term a diversified and multi-strategy portfolio. growth potential. The Company will seek to achieve its investment objective While the proportion of the portfolio represented by each by investing in third-party funds, global equities and other of these categories will vary over time, the Board establishes international financial securities. The Company may invest in parameters for the Portfolio Manager based on its view of the quoted and unquoted securities. The Company’s portfolio will global investment markets. At the Period-End, the Board had typically comprise at least 30 investments. set the following guidelines for each category as a percentage of the portfolio (including the strategic investment in OWHL): The Company holds a strategic position in the share capital of OWHL which represents the Company’s largest holding. The • Core: 0-45% Company will not make further investments into OWHL. • Thematic: 0-25% The Company has no set maximum or minimum exposures to • Diversifying Assets: 0-40% any asset class, geography or sector and will seek to achieve • Global Equities: 0-40% an appropriate spread of risk by investing in a diversified global portfolio of securities and other assets. Following the Period-End, at its May meeting, the Board increased the upper limit of the Core silo to 50%. All other limits remain unchanged. 8 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements The Portfolio Manager has a strong focus on seeking undervalued investments and those not readily available to the general public. The Company’s size and flexible structure also enables it to invest in unconventional investments, which often cannot be accommodated by more traditional, larger fund managers, typically less flexible in their approach. Financial Statements Pro-Forma These investments range from those sectors benefiting from structurally higher growth, such as technology, to assets which the Company believes stand on unwarranted discounts to their intrinsic value, including other listed investments companies.. INVESTMENT MONITORING AND KEY PERFORMANCE INDICATORS General Meeting Notice of the Annual The Company believes this investment strategy may produce returns not replicated by movements in any market index. Furthermore, the Board considers that the use of a single benchmark will not always offer Shareholders the relevance and the clarity needed with regard to the performance of the Company. Investor Information The Board’s primary goal is for the Company to generate returns for Shareholders and so will compare the Company’s performance against that of a safe return from an appropriate Government bond – for this the Board has elected to follow the FTSE Gilts All Stocks TR Index (Bloomberg: FTFIBGT). The Board’s second goal is for the Company to achieve returns that are higher than inflation and use the UK’s CPI (Bloomberg: UKRPCHVJ) as the KPI for comparison. Finally, the Board compares the Company’s returns with those of its: (i) peer group; and (ii) an appropriate index – for which the Board has elected to follow the performance in GBP of the MSCI All Country World Index excluding Frontier Markets (Bloomberg: NDUEACWF). See page 14 for the further discussion on the KPIs. POLICY ON BOARD COMPOSITION Appointments to the Board are made on merit and against objective criteria, in accordance with the AIC Corporate Governance Code. The Board considers it is of paramount importance to shareholders that, after consideration of the skills and experience needed by the Board, candidates are chosen on the basis of merit only and that there should be no discrimination in the choice of Directors for any reason. Hansa Investment Company Ltd Period End 2020 9
STRATEGIC REPORT Long‑Term Performance TEN YEAR COMPANY PERFORMANCE STATISTICS Net Asset Value per share – Shareholders’ Ordinary and Annual Share Price (Bid) Discount/(Premium) Year ended 31 March Funds ‘A’ Ordinary Dividends Ordinary ‘A’ Ordinary Ordinary ‘A’ Ordinary 2020 £276.3m 230.2p 3.2p 130.9p 135.5p 43.1% 41.2% 2019 £337.3m 281.1p 3.2p 195.5p 195.0p 30.5% 30.6% 2018 £323.1m 269.3p 3.2p 198.5p 195.5p 26.3% 27.4% 2017 £307.5m 256.3p 3.2p 173.3p 169.6p 32.4% 33.8% 2016 £255.6m 213.0p 3.2p 146.0p 145.1p 31.5% 31.9% 2015 £273.3m 227.8p 3.2p 172.0p 165.5p 24.5% 27.3% 2014 £287.4m 239.5p 3.2p 175.9p 175.5p 26.6% 26.7% 2013 £259.9m 216.6p 3.0p 166.8p 163.0p 23.0% 24.7% 2012 £268.2m 223.5p 2.8p 181.0p 178.3p 19.0% 20.2% 2011 £264.1m 220.1p 0.7p 194.2p 190.5p 11.8% 13.5% 2010 £215.0m 179.2p 5.0p 151.0p 147.0p 15.7% 18.0% The table includes information relating to HICL and historic information relating to Hansa Trust PLC. The year ended 31 March 2020 notes HICL information. The historic year ends 2019-2010 all relate to Hansa Trust PLC. So that data is consistent and comparable, the historic data in columns "Net Asset Value per Share", "Annual Dividends" and "Share Price (Bid)" have been restated to reflect that there are five times as many shares in issue in each share class of HICL as there were in Hansa Trust PLC. The Company's KPIs can be found on page 14. To 31 March 2020 1 year 3 years 5 years 10 years To 31 March 2020 1 year 3 years 5 years 10 years Share Price Total Return Net Asset Value Total Return Performance Ordinary shares (%) (31.6)% (20.3)% (16.5)% 1.7% Net Asset Value (%) (16.9)% (6.7)% 8.0% 44.5% ‘A’ non‑voting Ordinary (29.0)% (15.6)% (10.0)% 8.5% shares (%) 10 Hansa Investment Company Ltd Period End 2020
Strategic Report Organisation and Objectives Organisation and Objectives Reports Corporate Governance Financial Statements This section explains how the Board has organised the the engagement of the Portfolio Manager to be in the best Company and seeks to deliver its objectives. interests of the shareholders. BOARD COMMITTEES Remuneration Committee The Directors consider that, in order to fulfil their responsibilities The independent members of the Board fulfil the function as the Directors of the Company, they should all be members of of the Remuneration Committee. The Committee is chaired Financial Statements Pro-Forma every sub-committee where possible. by Simona Heidempergher. The level of Directors’ fees is monitored annually and will be formally reviewed every three Audit Committee years, in the light of their duties and also relative to other The Audit Committee, which meets at least twice a year, comparable companies. consists of all independent Directors of the Board. Richard Lightowler is the Chairman of the Audit Committee. REQUIREMENTS OF S172 UK COMPANIES ACT In line with disclosures of its UK investment company peers, the General Meeting Notice of the Annual The AIC Code of Corporate Governance ("the AIC Code") Board intends to describe how it has met the requirements of indicates that all independent Directors can be members s172 of the UK Companies Act as applicable to your Company. of the Audit Committee. The Board is of the opinion that, This includes an explanation of how the Board has sought to particularly as the Company has relatively few directors, promote the Company for the benefit of its members, how it shareholders benefit from the views of all Directors. Therefore, has taken into account the likely long-term consequences of Jonathan Davie, as Chairman of the Company, is also decisions and how it fosters relationships with stakeholders. a member of this Committee. The Board further acknowledges The Board has identified the Company's shareholders and its Investor Information that the Code states all Committee members should be main service providers as its key stakeholders. independent. Therefore, William Salomon is not a member of the Committee. SHAREHOLDER INTERACTION & PROMOTING THE COMPANY Nomination Committee The shareholder base is a mixture of retail investors, wealth The independent members of the Board fulfil the function of managers, asset managers and private clients across both the Nomination Committee. The Committee is chaired by Nadya classes of the Company's shares. The Board monitors the Wells. Appointments are made on merit and against objective changes in each shareholder base at its quarterly Board criteria in accordance with the AIC Code. The Board considers meetings. The Company communicates through publication it is of paramount importance to shareholders that, after of Year-end and Interim Financial Statements, through detailed consideration of the skills and experience needed by the Board, quarterly and monthly factsheets as well as through the candidates are chosen on the basis of merit only and that there Company's website. The Company will also hold a UK based should be no discrimination in the choice of directors for any shareholder meeting with presentations by the Board and key reason. The Board has determined that all Directors will retire service providers to keep shareholders informed. and offer themselves for re-election each year at the AGM and this policy includes any Directors appointed during the year. The Board seeks to understand the opinions of a wide variety of shareholders. This was of particular importance Management Engagement Committee during the 2019 redomiciliation project whereby the views The independent members of the Board fulfil the function of of a significant number of shareholders were solicited as the Management Engagement Committee. The Committee the project progressed and comments were reflected where is chaired by Jonathan Davie. The level of management fees, the Board felt it appropriate. The Company maintains level of service provided and the performance of the Portfolio a dedicated email address for shareholders to contact the Board Manager are reviewed on a regular basis to ensure these remain (HICLenquiry@hansacap.com). competitive and in the best interests of shareholders. The Board, after the annual recommendation of this Committee, considers Hansa Investment Company Ltd Period End 2020 11
STRATEGIC REPORT Organisation and Objectives Continued The Board aims to provide transparency and clarity to investors Manager to review its ESG processes and report back to the and to promote demand for the Company's shares, creating Board in due course. We are of the view that good returns and a positive impact on the discount. well run sustainable business models will go hand in hand. Promotion of the Company is also part of the discount policy, SERVICE PROVIDERS the purpose of which is to encourage outside demand for the Service Provider Policy Company’s shares and thereby reduce any discount at which The Board consists entirely of non-executive Directors; it the shares sell in relation to the NAV. delegates the day to day implementation of its policies to third party service providers. The Board has contractually delegated The Company has the following initiatives and activities: to external organisations the management of the investment portfolio, the custodial services which include safeguarding • Recognising the growing number of retail investors, of the assets and the day to day accounting and company we continue to develop the Period-End and Interim Reports, secretarial requirements. Each of these contracts is only entered the monthly and quarterly factsheet and the website to into after proper consideration of the quality and cost of make them more interesting and easier to use. services, which are regularly reviewed and monitored either by the Board or its Committees. The Board recognises it is these • Edison Research produces written research on the Company, key service providers and, importantly, their staff who are critical its investments and its progress. Edison also facilitates to the success and smooth running of your Company. wider access to IFA and investor platforms. Such research is distributed to many thousands of investors. The Board, in seeking to engage organisations which can provide the relevant levels of experience and expertise at an • Edison also facilitates an ongoing program of outreach acceptable cost, carries out the following activities: meetings between the Portfolio Manager and existing and potential investors. • Monitors third party suppliers, performance and costs The Board, at its regular meetings, reviews reports prepared • The remit of Winterflood Securities, as the Company’s by both the Portfolio Manager and the Administrator, corporate stockbroker, is to assist in proactively promoting which enable it to monitor the performance and costs of the Company and enhancing its market coverage. the third party suppliers to the Company. The Additional Administrative Services Provider ("AASP") has an ongoing • In addition to Edison and Winterflood Securities dialogue with each supplier to monitor its processes and initiatives, our Portfolio Manager, Hansa Capital Partners, systems and feedback any concerns that might be arising. is increasing the numbers of presentations to existing and In addition, a Director will seek to meet with key suppliers potential investors. once a year (or more frequently as is necessary). We are working with Link Asset Services, the Company’s • Monitors Portfolio Manager performance Registrars, and Orient Capital, the Company's Register Analyst, The Board reviews reports prepared by the Portfolio Manager to improve our understanding of our shareholder base and to at its regular meetings, which enables it to monitor the proactively contact key shareholder groups to promote interest. investment risks and returns. The Portfolio Manager attends each Board meeting to provide an update on Investment LONG-TERM IMPACT OF DECISIONS Performance and enable the Directors to actively question The Board believes that consideration of environmental, social the risks and investment performance within the portfolio. and governance ("ESG") factors will play an increasingly important part in the decision making processes of funds and their managers the world over. As a Board, we have asked our 12 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements • Determines investment strategy, guidelines and restrictions The terms of the portfolio management agreement permit The Board determines the investment strategy in conjunction either party to terminate the agreement by giving to the other with the Portfolio Manager. The strategy is monitored not less than 12 months’ notice, or such shorter period as regularly and refinements are made to it as required, is mutually acceptable. There is no agreement between the with formal review at the Board’s annual strategy meeting. Company and the Portfolio Manager concerning compensation in respect to the termination of the agreement. In its annual Financial Statements Pro-Forma The Board issues formal investment guidelines and assessment of the Portfolio Manager, the Board concluded restrictions, compliance with these is reported by the that, because of the skills and experience of the management Portfolio Manager’s compliance officer on a regular basis and team it is in the best interest of shareholders that the Portfolio is also monitored independently by the Administrator and Manager remains in place under the present terms. Details Alternative Investment Fund Manager ("AIFM"). of the fees paid to the Portfolio Manager can be found in Note 3 on page 58. • Determines gearing levels and capital preservation through General Meeting Notice of the Annual the use of hedging instruments HCP also acts as the Additional Administrative Services Provider The Board, taking account of advice from the Portfolio ("AASP") to the Company. This role ensures a number of the Manager, determines the maximum level of borrowings the day to day processes for the Company are carried out as well Company will undertake at the time of borrowing. Details of as providing oversight of, and a liaison between, a number of the borrowing limits can be found on page 15. the Company's service providers and the Company itself. HCP is paid £115,000 per annum for this service. HCP is not the The key service provider relationship to the Company is Hansa Company Secretary – see below. Investor Information Capital Partners as the Portfolio Manager and Additional Administrative Services Provider to the Company. Auditor The Company's Auditor is PricewaterhouseCoopers Ltd THE PROVIDERS ("PwC"), a Bermudan registered firm. The Board have Portfolio Manager & Additional Administrative developed a strong working relationship during the Auditor's Services Provider first year with the Company and have been happy with Hansa Capital Partners LLP ("HCP") is the Portfolio Manager the rigour and challenge offered. The reappointment of for the Company. It is responsible for all assets in the portfolio PwC as Auditor to the Company will be proposed at the other than the Company's investment in OWHL. The Board is forthcoming AGM. in regular contact with the investment management team at HCP which is led by Alec Letchfield. Additionally, Alec Letchfield Auditor independence rules restrict the amount and type of is invited to quarterly meetings of the Board to formally non-audit related work that can be performed by a company's present portfolio updates and discuss market trends. The auditor. Any non-audit related work must be pre-approved by Portfolio Manager's detailed review of the year can be found the Board. Currently, PwC provides only audit services to the on page 20. Company (Details in Note 4 on page 59). HCP charges an investment management fee at an annual rate Company Secretary of 1% of the net assets of the Company (after any borrowings) The Company engages Conyers Corporate Services (Bermuda) but, after deducting the value of the investment in OWHL, on Ltd ("Conyers") as its Company Secretary. During the period to which no fee is payable. Hanseatic Asset Management LBG, 31 March 2020, the Company Secretary has charged £17,647 a company connected to Hansa Capital Partners LLP and which for the period ended 31 March 2020. is also the AIFM, separately charges an investment management fee to the investment subsidiary of OWHL. Hansa Investment Company Ltd Period End 2020 13
STRATEGIC REPORT Organisation and Objectives Continued Alternative Investment Fund Manager Additionally, whilst not specifically KPIs, the cost of managing As a Bermudan resident, the Company is defined as the Company is monitored against the NAV (the ratio between a non‑EU Alternative Investment Fund ("AIF") under the EU's costs and NAV is also known as the ‘ongoing charges Alternative Investment Fund Manager's Directive ("AIFMD"). percentage per annum ratio’); and the discount/premium the As such, the Company and the AIFM are only subject to shares sell at in relation to the NAV are likewise monitored. the AIFMD rules in a limited way – specifically in relation to marketing of the Company's shares in the EU. The Company The Board of Directors monitors the returns made in appointed Hanseatic Asset Management LGB, with effect from absolute (firstly) and relative (secondly) terms against the KPIs 29 August 2019, to act as its AIFM with responsibilities for the established. The comparisons are made over 1, 3, 5 and 10 year Portfolio Management and Risk Management. The AIFM has time horizons. sub-contracted to Hansa Capital Partners LLP the provision of Portfolio Management services. The AIFM does not charge i) Shareholders – Total Returns a direct fee for its services although it does recharge any third To 31 March 2020 1 year 3 years 5 years 10 years party fees incurred. Share Price Total Return Ordinary shares (31.6)% (20.3)% (16.5)% 1.7% Administrator ‘A’ non‑voting Ordinary (29.0)% (15.6)% (10.0)% 8.5% The Company engages Maitland Administration Services Limited shares as its Administrator. The Administrator has charged £81,653 for the period ended 31 March 2020. ii) Company – Total Returns These comparisons are used to determine the effectiveness Custodian of the Investment Strategy and of the Portfolio Management. The Company has engaged Banque Lombard Odier & Cie SA The KPIs below should also be noted. ("Lombard Odier") as the Company’s Custodian. During the period to 31 March 2020, Lombard Odier charged £78,806 for To 31 March 2020 1 year 3 years 5 years 10 years the Custodial service. NAV (16.9)% (6.7)% 8.0% 44.5% Relative comparison KEY PERFORMANCE INDICATORS AND OTHER MEASURES Peer group average (13.5)% (6.7)% 10.3% 62.9% The Board, regularly and at least quarterly, reviews the returns * See website for peer group members and the performance of the Company, including an analysis using the KPIs listed below. iii) Discount/Premium A comparison is made between the (discount)/premium of the The Board considers that the use of a single benchmark will Company’s two classes of shares, those of the Company’s peer not always offer shareholders the relevance and the clarity group and of the AIC average. needed with regard to the performance of their Company 1 year 3 years 5 years 10 years against its investment objective. The overall assessment of the To 31 March 2020 average average average average performance of the Company with reference to the KPIs is given Ordinary shares (%) (33.5) (29.2) (29.3) (25.4) by the Chairman is his report on page 2. ‘A’ non-voting Ordinary (33.5) (30.8) (30.9) (26.9) shares (%) Returns are compared with a number of measures including the Peer group (%) (7.4) (7.5) (7.4) (7.4) return of a government bond, using the 10 year UK Gilt Return AIC (%) (6.4) (FTSE All Stocks Gilts Total Return Index); to the rate of inflation (real returns are important to shareholders) and with those of Note: AIC only produces AIC average for 1 year. our peer group and appropriate indices for different elements of the portfolio. 14 Hansa Investment Company Ltd Period End 2020
Strategic Report Reports Corporate Governance Financial Statements During the period, the Board considered the following Investment • Core – investments, typically through third-party funds, Companies to be HICL's Peers (noted with their AIC Sector): that the Company can expect to hold throughout the cycle; Artemis Alpha Trust (UK All Companies) • Thematic – investments, typically through third-party funds, AVI Global Trust (Global) that reflect key investment themes which the Portfolio Caledonia (Global) Manager believes will generate excess returns; Financial Statements Pro-Forma Capital Gearing (Flexible) • Diversifying Assets – investments, typically through Fidelity Special Values (UK All Companies) third‑party funds and directly, that creates asset Henderson Opportunities (UK All Companies) diversification within the portfolio; Henderson Alternative Strategies (Flexible) RIT Capital Partners (Flexible) • Global Equities – a diversified portfolio of global equities Ruffer Investment Co (Flexible) identified by the Portfolio Manager as having long-term Witan (Global) growth potential. General Meeting Notice of the Annual iv) Expense ratios While the proportion of the portfolio represented by each To 31 March 2020 1 year 3 years 5 years 10 years of these categories will vary over time, the Board may set Ongoing annual charges (%) 1.1 1.2 1.1 1.0 parameters for the Portfolio Manager based on its view of the To comply with the Packaged Retail and Insurance-based global investment markets. At the current time, the Board has Investment Products Regulation (“PRIIP”), the Company has set the following guidelines for each category as a percentage issued a PRIIP's Key Information Document (“KID”) for each of the portfolio value (including the strategic investment of its two share classes. In the PRIIPs, KID regulations are very in OWHL): Investor Information prescriptive as to how costs are calculated and presented. In particular, as well as the costs of the Company itself noted • Core: 0-45% above, the PRIIPs calculation also incorporates the costs of the • Thematic: 0-25% directly held fund investment vehicles themselves, but not those for directly held equities. Based upon the financial results for • Diversifying Assets: 0-40% the year to 31 March 2020, the PRIIPs KID cost ratio is 1.82% • Global Equities: 0-40% per annum. The above limits were in place throughout the period. v) Key Performance Indicators Subsequent to the period end, but prior to the date of signing The following are the KPIs the Board uses to assess the returns of this Report, the upper limit for Core assets was increased of elements of the portfolio and of the Company as a whole. to 50%. To 31 March 2020 1 year 3 years 5 years 10 years Borrowing Limits FTSE UK Gilts All Stocks 9.9% 14.5% 26.1% 77.3% The Board believes shareholders’ returns may be enhanced TR Index if the Company borrows money at appropriate times for the UK CPI Inflation 1.5% 6.0% 8.9% 22.4% purpose of investment. The Company has an unsecured lending MSCI ACWI NR (GBP) (7.0)% 5.8% 37.8% 116.9% facility through its Custodian, Lombard Odier. The Board have agreed to a nominal maximum loan of £30m, subject to there LIMITS being sufficient value and diversity within the portfolio to meet Investment Guidelines the lender's borrowing requirements. The Portfolio Manager The Portfolio Manager, on behalf of the Company, seeks to is able to utilise that facility as required up to the upper build a multi-strategy portfolio by seeking investments across limit available. four key investment categories under its mandate: Hansa Investment Company Ltd Period End 2020 15
STRATEGIC REPORT Organisation and Objectives Continued PRINCIPAL RISKS Internal Risks The Board reviews the principal risks from the perspective Internal and operational risks to shareholders and their of the long-term shareholders, the main risk being that over returns are: the long‑term (which we determine to be greater than five • portfolio (stock and sector selection and concentration), years) they do not make a return from their investment in the Company. The Board considers and monitors the principal risks • balance sheet (gearing), facing the Company, including those that would threaten its • administrative mismanagement. In respect of the risks business model, future returns, solvency and liquidity. The Board associated with administration, changes to the current considers the risks the Company, and therefore shareholders, taxation environment of Bermuda. face can be divided into external and internal risks. The Board also considers the risks to the Company’s two External risks share prices, apart from those mentioned above, which External risks to shareholders and their returns are those that includes the risk of higher discounts. The Board monitors the can severely influence the investment environment within discount and seeks to identify the drivers and manage through which the Company operates. These risks include anti-business transparent communication and shareholder engagement. government policies, protracted economic recession, declining However, given the Company’s stated objective of increasing corporate profitability, increased taxation, high unemployment shareholder value over the long-term, the Board does not and high, uncontrolled, inflation. The impact of such an consider short‑term NAV or share price volatility to be a risk to environment could lead to sharp rises in interest rates and long‑term shareholders. a decline in equity and bond markets. Deflation is also a source of concern in some countries, but unless deflation accelerated Details of how the principal risks arising from financial sharply it is not thought to be a significant impediment instruments (as determined by the Financial Reporting Council) to growth. However, it may lead to negative interest rates are managed, have been summarised in Note 20 of the which could damage the banking system's profitability and Financial Statements on pages 63 to 65. the levels of savings available for investment. At their Board meetings and at the annual strategy meeting, the Directors Covid-19 and the Management consider long-term risks that concern The Board focuses on events that damage economies and them, including: which may, as a result, impact the Company’s ability to make • Instability – political and economic – particularly associated a return for shareholders over the medium to long-term. with Brazil. From its recognition as a growing issue by the World Health Organisation in early 2020, Covid-19 continues to disrupt • Economic, currency and equity declines. economies across the globe. At this stage it is unclear as to the • Societal and structural changes, regardless of source/reason longer term impact of the disease on both broader economies, but quite possibly triggered by Covid-19, that potentially corporate profitability and potential company defaults. impact the Company’s investment strategy and its ability to We are however comforted by the extent and speed of both generate growth over the medium to long‑term. government and central bank actions which hopefully will help counterbalance the impacts of the disease and enable stock • The growth of global debt. markets to look through to more normalised market conditions. It should be stressed these are the external risks which most That said, this report is being delivered at a time when concern the Directors and the Management, not forecasts the future is very uncertain, with a wide range of possible of future events. The mitigation of these risks is achieved by outcomes. In its report, the Portfolio Manager comprehensively sensible stock and sector diversification and adherence to the explains both the portfolio performance in the last quarter, Board’s investment restrictions and guidelines. when the impact of the virus compared to previous pandemics became clearer, as well as its views for the future. 16 Hansa Investment Company Ltd Period End 2020
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