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MONTANARO EUROPEAN SMALLER C.TSTPLC

Interim / Quarterly Report Nov 17, 2022

5187_ir_2022-11-17_77844aeb-269f-4832-8f6d-d6e243023d03.html

Interim / Quarterly Report

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RNS Number : 6853G

Montanaro European Smaller C.TstPLC

17 November 2022

Montanaro European Smaller Companies Trust plc
LEI:  213800CWSC5B8BG3RS21
Unaudited Half-Yearly Report for the Six Months Ended 30 September 2022

The Board of Montanaro European Smaller Companies Trust plc (the "Company") announces the unaudited half-yearly results of the Company for the six months ended 30 September 2022.

Highlights (unaudited)

for the six months ended 30 September 2022

Performance

Capital Returns%(2) 6 Month 1 year 3 year 5 year 10 year MAM*
Ordinary share price (36.1) (46.3) 5.0 32.7 166.8 236.4
Net Asset Value ('NAV') per Ordinary share** (27.6) (37.5) 13.5 37.0 169.3 263.2
Benchmark (Composite)(1)** (20.8) (25.4) 2.3 (1.1) 134.9 133.0
Total Returns%(2) 6 Month 1 year 3 year 5 year 10 year MAM*
Ordinary share price (35.7) (46.0) 7.0 37.7 196.3 308.8
NAV per Ordinary share** (27.3) (37.4) 14.8 41.0 195.1 332.4
Benchmark (Composite)(1)** (19.3) (23.7) 7.7 8.2 180.9 215.7

Sources: Morningstar Direct, Association of Investment Companies ('AIC'), Montanaro Asset Management Limited.

As at 30 September

2022
As at 30 September

2021
12 month

% change
As at 31 March

2022

(Audited)
6 month

% change
Ordinary share price* 107.4p 200.0p (46.3%) 168.0p (36.1%)
NAV per Ordinary share** 124.1p 198.7p (37.5%) 171.5p (27.6%)
(Discount)/Premium to NAV(2) (13.5%) 0.7% (2.0%)
Gross assets**(2,3) (£'000s) 248,314 365,590 (32.1%) 341,789 (27.3%)
Net assets** (£'000s) 235,173 357,015 (34.1%) 324,905 (27.6%)
Market capitalisation** (£'000s) 203,445 359,365 (43.4%) 318,238 (36.1%)
Net gearing employed(2) 5.3% 0.9% 4.6%
6 months ended

30

September

2022
6 months ended

30

September

2021
12 month

% change
12 months ended

31 March 2022

(Audited)
6 month

% change
Revenue return per Ordinary share 1.02p 0.80p 27.5% 0.96p 6.3%
Dividend per Ordinary share 0.200p 0.200p 0.925p
Ongoing charges (annualised)(2) 1.0% 1.1% - 1.1%
Portfolio turnover (annualised)** 19% 15% 11%
*From 5 September 2006, when Montanaro Asset Management Limited ('MAM') was appointed as Investment Manager.
**Details provided in the Glossary below.
(1)From 5 September 2006, the benchmark was the MSCI Europe SmallCap Index. The benchmark was changed on 1 June 2009 to the MSCI Europe SmallCap (ex UK) Index (in sterling terms).
(2)Refer to Alternative Performance Measures below.
(3)Gross assets from prior period have been represented due to the change in definition, see Glossary for new definition.

Chairman's Statement

Performance

The first six months of the financial year saw a weak period of absolute and relative performance for your Company. It should be noted that previous year numbers have been adjusted to account for the share split for comparative purposes, details of which are available in the annual report. 

The Net Asset Value fell by -27.6% to 124.1p per share, underperforming the Benchmark (MSCI Europe SmallCap (ex-UK) index), which fell by -20.8%. At the end of the period the discount was 13.5% versus 2.0% at the start. As a result, the share price of the company fell by -36.1% during the period, providing a total return of -35.7%.

This is a disappointing short-term performance, reflecting a number of headwinds. Inflationary pressures and subsequent monetary tightening by central banks have increased the cost of capital globally. Such increases have disproportionately affected quality growth stocks, with high quality companies underperforming low quality companies in Europe and growth companies underperforming value companies. Montanaro seeks to invest exclusively in high quality, growing companies and so these style shifts have created a headwind during the period.

Montanaro take a long-term approach to investing and despite the setback so far this year, your Company has delivered NAV per share total returns of 14.8%, 41.0% and 195.1% over the three, five and ten year periods to 30 September 2022 respectively - well ahead of the Benchmark for each of these periods.

The Board believes that Montanaro's quality growth investment philosophy, combined with their high level of internal resources and rigorous focus on company fundamentals, positions the Company to emerge stronger from the current period of market upheaval.  Through consistent application of their investment process, Montanaro have been able to successfully weather multiple economic cycles and take advantage of periods of high market volatility over the past 30 years. This gives us confidence that your Company is well positioned to continue delivering strong returns over the long term.

The Board recognises shareholders will be disappointed that the share price has declined by more than the net asset value as a result of the discount widening.  This has been a common feature amongst investment trusts this year and the investment trust sector as a whole now trades on a significantly wider discount than it did at the start of the year. The current level of discount for our company is in line with our sector peers. The Board will continue to monitor the situation closely.
Earnings and Dividends

Revenue earnings per share increased in the period to 1.02p (2021: 0.80p). The Board has declared an interim dividend of 0.2p per Ordinary Share (2021: 0.2p per share) payable on 5 January 2023 to shareholders on the register on 2 December 2022.
Borrowings

At the end of the period, the Company had gearing, net of cash, of 5.3% compared to 4.6% at 31 March 2022.
Outlook

The global economic backdrop has been deteriorating as inflation and higher interest rates put pressure on consumer demand and corporate profit margins. The ongoing conflict in Ukraine and escalating concerns around energy security have exacerbated these stresses.

We believe that the nature of this cycle is changing. While central banks have yet to show signs of easing monetary policy, many of the inflationary forces seen in 2021 are reversing: container freight rates have fallen significantly and several commodity prices are now in outright decline. There are signs that wage inflation is normalising. Meanwhile, the companies in your portfolio are reporting a rapidly improving availability of semiconductor chips. We therefore expect investor focus to shift away from such supply chain issues and towards company resilience, quality of earnings and balance sheet strength as recessionary fears increase. In other words, we would expect the high-quality nature of your portfolio to be rewarded by investors once again.

The other significant change is in investor sentiment and expectations. Forward P/E ratios for European Small Caps have fallen to lows not seen for a decade. In the last two decades their discount to Large Caps has only been lower in the depths of the Global Financial Crisis and Covid. 

While trying to perfectly time markets is probably futile, and while the depressed multiples likely portend earnings estimate downgrades, we believe the outlook for long term investors is becoming increasingly attractive.  Indeed, the combination of high levels of market volatility and significant (and sometimes unjustified) share price falls for many high quality growth companies represents a compelling opportunity for the Manager.  Pleasingly, they have recently begun to increase positions in some of their core holdings and established entirely new positions in companies previously deemed to be overvalued.  This gives the Board reason for optimism about the outlook for the Company.
R M CURLING

Chairman

16 November 2022

Portfolio Summary

Twenty Largest Holdings

As at 30 September 2022

Holding Country Value

£'000
% of investment portfolio % of net assets
NCAB Sweden 12,821 5.2 5.5
Sartorius Stedim France 9,730 3.9 4.1
VZ Holding Switzerland 9,482 3.8 4.0
MTU Aero Engines Germany 9,442 3.8 4.0
IMCD Netherlands 9,136 3.7 3.9
Tecan Switzerland 8,736 3.5 3.7
Melexis Belgium 7,973 3.2 3.4
CTS Eventim Germany 7,869 3.2 3.3
Fortnox Sweden 7,838 3.2 3.3
Kitron Norway 7,732 3.1 3.3
Reply Italy 6,604 2.7 2.8
Brunello Cucinelli Italy 6,560 2.7 2.8
Belimo Switzerland 6,176 2.5 2.6
Viscofan Spain 6,126 2.5 2.6
MIPS Sweden 6,045 2.5 2.6
Brembo Italy 5,958 2.4 2.5
Esker France 5,627 2.3 2.4
Thule Sweden 5,385 2.2 2.3
Amadeus FiRe Germany 5,161 2.1 2.2
Atoss Software Germany 5,059 2.0 2.2
Twenty Largest Holdings 149,460 60.5% 63.6%

Geographical Analysis

As at 30 September 2022

Country % of investment portfolio
Sweden 26%
Germany 16%
Switzerland 13%
Italy 12%
France 8%
Norway 6%
Denmark 6%
Netherlands 5%
Spain 4%
Belgium 3%
Finland 1%

Source: Montanaro Asset Management Limited

Sector Analysis

As at 30 September 2022

Sector % of investment portfolio
Information Technology 29%
Healthcare 21%
Industrials 21%
Consumer Discretionary 10%
Financials 7%
Consumer Staples 4%
Communications 3%
Real Estate 3%
Materials 2%

Source: Montanaro Asset Management Limited

Interim Management Report

The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Chairman's Statement above.
Statement of Principal Risks and Uncertainties:

Most of the principal risks that could threaten the Company's objective, strategy, future returns and solvency are market related and comparable to those of other investment trusts investing primarily in quoted securities. The principal risks faced by the Company are investment and strategic, gearing, financial, discount volatility, regulatory, operational, cyber security, ESG and manager risks. These risks and the way in which they are mitigated are described in more detail under the heading 'Principal and Emerging Risks and Uncertainties and Risk Mitigation' within the Business Model and Strategy section on pages 14 to 17 of the Company's Annual Report for the year ended 31 March 2022. The Company's principal risks and uncertainties have not changed materially since the date of that report and are not expected to change materially for the remaining six months of the Company's financial year.
Related party transactions:

Related party transactions are disclosed in note 15 below. There have been no material changes in the related party transactions described in the last Annual Report.
Going concern:

As stated in note 14 to the condensed financial statements, the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Directors' Responsibility Statement in respect of the Half-Yearly Report

We confirm that to the best of our knowledge:

the condensed set of financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
the Interim Management Report includes a fair review of the information required by the Disclosure Guidance and Transparency Rule ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements;
the Statement of Principal Risks and Uncertainties shown above is a fair review of the information required by DTR 4.2.7R; and
the Chairman's Statement, together with the condensed set of financial statements, include a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Company during the period, and any changes in the related party transactions described in the last Annual Report that could do so.
The Half-Yearly Report and Accounts were approved by the Board and the above responsibility statement was signed on its behalf by:
R M CURLING

Chairman
16 November 2022

Condensed Statement of Comprehensive Income (unaudited)

for the six months ended 30 September 2022

Six months

to 30 September 2022
Six months

to 30 September 2021
Year to 31 March 2022

(Audited)
Note Revenue

£'000
Capital

£'000
Total

£'000
Revenue

£'000
Capital

£'000
Total

£'000
Revenue

£'000
Capital

£'000
Total

£'000
(Losses)/gains on investments held at fair value - (88,982) (88,982) - 69,767 69,767 - 18,806 18,806
Exchange losses - (500) (500) - (114) (114) - (264) (264)
Revenue
Investment income 3 2,981 - 2,981 2,447 - 2,447 3,788 - 3,788
Total income 2,981 (89,482) (86,501) 2,447 69,653 72,100 3,788 18,542 22,330
Expenditure
Management expenses 4 (396) (736) (1,132) (530) (984) (1,514) (1,092) (2,028) (3,120)
Other expenses (293) - (293) (271) (36) (307) (570) (38) (608)
Total expenditure (689) (736) (1,425) (801) (1,020) (1,821) (1,662) (2,066) (3,728)
Return before finance costs and tax 2,292 (90,218) (87,926) 1,646 68,633 70,279 2,126 16,476 18,602
Finance costs (39) (73) (112) (28) (51) (79) (56) (104) (160)
Return before tax 2,253 (90,291) (88,038) 1,618 68,582 70,200 2,070 16,372 18,442
Tax (321) - (321) (222) - (222) (348) - (348)
Return after taxation 1,932 (90,291) (88,359) 1,396 68,582 69,978 1,722 16,372 18,094
Return per share 5 1.02p (47.67p) (46.65p) 0.8p 39.14p 39.94p 0.96p 9.09p 10.05p
The total column of this statement represents the Company's Income Statement and Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards.
The supplementary revenue return and capital return columns are both prepared under guidance published by the AIC.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period.

Condensed Balance Sheet (unaudited)

as at 30 September 2022

Note As at 30 September

2022

£'000
As at 30 September

2021

£'000
As at 31 March 2022

(Audited)

£'000
Non-current assets
Investments held at fair value through profit and loss 7 247,129 357,152 339,788
Current assets
Trade and other receivables 886 3,636 967
Cash and cash equivalents 771 5,465 1,821
1,657 9,101 2,788
Total assets 248,786 366,253 342,576
Current liabilities
Trade and other payables (472) (663) (787)
Revolving credit facility (4,384) - (8,450)
Interest-bearing bank loans 8 (8,757) - -
(13,613) (663) (9,237)
Non-current liabilities
Interest-bearing bank loans 8 - (8,575) (8,434)
Total liabilities (13,613) (9,238) (17,671)
Net assets 235,173 357,015 324,905
Capital and reserves
Called-up share capital 9,471 8,984 9,471
Share premium account 44,057 24,410 44,057
Capital redemption reserve 2,212 2,212 2,212
Capital reserve 175,552 318,052 265,843
Revenue reserve 3,881 3,357 3,322
Shareholders' funds 235,173 357,015 324,905
NAV per share 9 124.1p 198.7p 171.5p

Condensed Statement of Changes in Equity (unaudited)

for the six months ended 30 September 2022

Share capital

£'000
Share premium account

£'000
Capital redemption reserve

£'000
Capital reserve

£'000
Revenue reserve

£'000
Total

£'000
As at 1 April 2022 9,471 44,057 2,212 265,843 3,322 324,905
Return after taxation - - - (90,291) 1,932 (88,359)
Dividends paid - - - - (1,373) (1,373)
Balance at 30 September 2022 9,471 44,057 2,212 175,552 3,881 235,173

for the six months ended 30 September 2021 (unaudited)

Share capital

£'000
Share premium account

£'000
Capital redemption reserve

£'000
Capital

reserve

£'000
Revenue reserve

£'000
Total

£'000
As at 1 April 2021 8,724 12,707 2,212 249,185 3,237 276,065
Return after taxation - - - 68,582 1,396 69,978
Share issues 260 11,703 285 12,248
Dividends paid - - - - (1,276) (1,276)
Balance at 30 September 2021 8,984 24,410 2,212 318,052 3,357 357,015

for the year ended 31 March 2022 (Audited)

Share capital

£'000
Share premium account

£'000
Capital redemption reserve

£'000
Capital

Reserve

£'000
Revenue reserve

£'000
Total

£'000
As at 1 April 2021 8,724 12,707 2,212 249,185 3,237 276,065
Return after taxation - - - 16,372 1,722 18,094
Share issues 747 31,350 - 286 - 32,383
Dividends paid - - - - (1,637) (1,637)
Balance at 31 March 2022 9,471 44,057 2,212 265,843 3,322 324,905

Condensed Statement of Cash Flows (unaudited)

for the six months ended 30 September 2022

Six months to 30 September

2022

£'000
Six months to

30 September 2021

£'000
Year to 31           March 2022

(Audited)

£'000
Net cash inflow/(outflow) from operating activities 4,717 (7,098) (38,483)
Cash outflow from financing activities (5,813) 10,858 38,947
(1,096) 3,760 464
Exchange gains 46 (62) (410)
(Decrease)/increase in cash and cash equivalents (1,050) 3,698 54
Reconciliation of profit before finance costs and tax to net cash inflow from operating activities
Return before taxation (88,038) 70,200 18,442
Losses/(Gains) on investments held at fair value 88,982 (69,667) (18,806)
Exchange losses 500 114 264
Finance costs 112 79 160
Withholding tax (373) (222) (348)
Purchases of investments (22,614) (28,563) (75,661)
Sales of investments 26,243 20,863 37,583
Changes in working capital and other non-cash items (95) 98 (117)
Net cash inflow/(outflow) from operating activities 4,717 (7,098) (38,483)

Notes to the Accounts (unaudited)

1. The condensed unaudited financial statements have been prepared in accordance with International Financial Reporting Standard ('IFRS') IAS 34 'Interim Financial Reporting' and the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2022. The condensed financial statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the financial statements of the Company for the year ended 31 March 2022, which were prepared under full IFRS requirements.
2. Earnings for the first six months should not be taken as a guide to the results for the full year.
3. Income for the period is derived from:
Six months to

30 September 2022

£'000
Six months to

30 September 2021

£'000
Year ended

31 March 2022 (Audited)

£'000
Overseas dividend income 2,933 2,445 3,785
Exchange gains 35 1 3
Other Income 13 1 -
Total 2,981 2,447 3,788
4. Management fee:
Six months to

30 September 2022

£'000
Six months to

30 September 2021

£'000
Year ended

31 March 2022 (Audited)

£'000
Revenue

£'000
Capital

£'000
Total

£'000
Revenue

£'000
Capital

£'000
Total

£'000
Revenue

£'000
Capital

£'000
Total

£'000
Investment management fee 387 719 1,107 521 968 1,489 1,074 1,996 3,070
AIFM fee 9 16 25 9 16 25 18 32 50
396 736 1,132 530 984 1,514 1,092 2,028 3,120
As set out in the Company's Annual Report, the management fee will be linked to the size of the Company, as follows:

·      0.90% p.a. of the amount of the Company's market capitalisation up to £500 million;

·      0.75% p.a. of the amount of the Company's market capitalisation between £500 million and £750 million; and

·      0.65% p.a. of the amount of the Company's market capitalisation above £750 million.

The management fee is payable monthly in arrears.

MAM is also entitled to a fee of £50,000 per annum for acting as the Company's Alternative Investment Fund Manager ("AIFM").
5. Return per Share

Earnings per Ordinary Share is based on a weighted average of 189,427,600 Ordinary Shares in issue during the period (year ended 31 March 2022: 180,046,654 and six months ended 30 September 2021: 175,223,174), excluding those shares bought back and held in treasury.
6. Dividends

The interim dividend relating to the year ended 31 March 2023 of 0.2p per Ordinary Share will be paid on 5 January 2023 to shareholders on the register on 2 December 2022. In accordance with IFRS, this dividend has not been recognised in these financial statements. The ex-dividend date for this payment is 1 December 2022.
A final dividend relating to the year ended 31 March 2022 of 0.725p per Ordinary Share was paid during the six months to 30 September 2022 and amounted to £1,373,350.
7. Investments at Fair Value Through Profit and Loss:
30 September

2022

£'000
30 September

2021

£'000
31 March

2022

£'000

(Audited)
Opening book cost 196,337 145,479 145,479
Holding gains 143,451 137,096 137,096
Opening fair value 339,788 282,575 282,575
Purchases at cost 22,427 28,563 75,867
Sales - proceeds (26,104) (23,753) (37,460)
- gains on sales 4,019 10,085 12,451
Holding (losses)/gains (93,001) 59,682 6,355
Closing fair value 247,129 357,152 339,788
Closing book cost 196,679 160,374 196,337
Holding gains 50,450 196,778 143,451
Closing valuation 247,129 357,152 339,788
8. Interest-Bearing Bank Loans:
30 September

2022

£'000
30 September

2021

£'000
31 March

2022

£'000

(Audited)
Opening balance 8,434 8,495 8,495
Amortisation of set-up costs 5 5 10
Non-cash foreign currency movements 318 75 (71)
Closing balance 8,757 8,575 8,434

The Company has a €10 million secured loan with ING Bank N.V. ('ING') at a fixed rate of 1.33% per annum. This loan will mature on 13 September 2023.

The Company also has a €15 million five year secured revolving loan facility with ING which will also mature on 13 September 2023.

As at 30 September 2022, €5 million was drawn down under these facilities.

9.

Under the bank covenants relating to these facilities, the Company is to ensure that at all times the total borrowings of the Company do not exceed 40% of the Adjusted NAV (as defined in the loan agreements) and that the Adjusted NAV does not fall below £45 million. The Company met all covenant conditions during the period.

The carrying value of the balances above approximates to fair value.

Share Capital

Allotted, issued and fully paid
Ordinary Shares of 5p each
For the six months ended 30 September 2022
Listed In Issue
Number £'000 Number £'000
Opening balance in issue 189,427,600 9,471 189,427,600 9,471
Closing balance in issue 189,427,600 9,471 189,427,600 9,471

10.

Net Assets Value per Ordinary Share

The NAV per Ordinary Share was based on 189,427,600 Ordinary Shares in issue at the end of the period (31 March 2022: 189,427,600 and 30 September 2021: 179,682,600), excluding those shares bought back and held in treasury. As at 30 September 2022, there were no Ordinary Shares held in treasury (31 March 2022: Nil and 30 September 2021: Nil).

11.

Fair value Hierarchy

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.

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 assets as follows:

• Level 1 - valued using quoted prices unadjusted in active markets for identical assets or liabilities.

• Level 2 - valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included within Level 1.

• Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability.

The tables below set out fair value measurements of financial instruments as at the period end, by the level in the fair value hierarchy into which the fair value measurement is categorised.

Level 1

£'000
Level 2

£'000
Level 3

£'000
Total

£'000
30 September 2022
Investments 247,129 - - 247,129
Loan - (13,141) (13,141)
30 September 2021
Investments 357,152 - - 357,152
Loan - (8,575) - (8,575)
31 March 2022 (Audited)
Investments 339,788 - - 339,788
Loan - (16,884) - (16,884)

There were no transfers between levels during the period ended 30 September 2022 (year ended 31 March 2022 and period ended 30 September 2021: None).

Listed investments held (see note 7) are valued at fair value through profit or loss. For listed securities this is either bid price or the last traded price depending on the convention of the exchange on which the investment is listed. The fair value of the loans is calculated using a discounted cash flow technique based on relevant current interest rates compared to their value as stated on the Balance Sheet at amortised cost of £13,141,000 (31 March 2022: £16,884,000 and 30 September 2021: £8,575,000). The fair value of all other financial assets and liabilities is represented by their carrying value in the Balance Sheet shown above.

Other aspects of the Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements, as at and for the year ended, 31 March 2022.

12. Rates of exchange (to Sterling):
30 September

2022

£'000
30 September

    2021

    £'000
31 March

         2022

         £'000

        (Audited)
Danish Krone 8.48 8.65 8.80
Euro 1.14 1.16 1.18
Norwegian Krone 12.17 11.77 11.52
Swedish Krona 12.40 11.80 12.27
Swiss Franc 1.10 1.26 1.21
13. The Board has considered the requirements of IFRS 8 'Operating Segments'. The Board is of the view that the Company is engaged in a single segment of business, that of investing in European quoted smaller companies, and that therefore the Company has only a single operating segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance is the total return on the Company's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.
14. Going Concern:

In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council and have undertaken a rigorous review of the Company's ability to continue as a going concern. They have considered the current cash position of the Company, the availability of the borrowing facility to 13 September 2023 and the likelihood of its renewal, compliance with their covenants, the Company's other liabilities and forecast revenues. The Directors have also taken into account the Company's investment policy, which is subject to regular Board monitoring processes and is designed to ensure that the Company is invested mainly in liquid, listed securities. The Company retains title to all assets held by its custodian and has financial covenants, relating to its bank borrowings with which it complied during the period.
The Directors believe, in light of the controls and review processes noted above and bearing in mind the nature of the Company's business and assets and liabilities, that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the accounts. For this reason, they continue to adopt the going concern basis in preparing the accounts.
15. Related Parties:

The following are considered related parties: the Board of Directors. The Directors of the Company received fees for their services and dividends from their shareholdings in the Company as outlined below.
The amount charged by the Manager during the period was £1,132,000 (six months to 30 September 2022: £1,514,000; year to 31 March 2021: £3,120,000). At 30 September 2022, the amount due to the Manager, included in creditors, was £340,000. The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies.
Directors' Emoluments

At 30 September 2022, the Board consisted of three non-executive Directors. All Directors are considered to be independent of the Manager. None of the Directors has a service contract with the Company. The Chairman receives an annual fee of £39,000, the Chair of the Audit Committee receives an annual fee of £33,500 and non-executive Directors receive £28,000 per annum.
At 30 September 2022, the amount outstanding in respect of Directors' fees was £nil (31 March 2022: £nil).
At 30 September 2022, the interests of the Directors in the Ordinary Shares of the Company were as follows:
As at 30 September 2022

No. of shares
As at 31 March 2022 

No. of shares
R M Curling 150,000 100,000
G J Neilly 61,796 61,496
C A Roxburgh* 61,885 61,885
* Includes 3,580 shares held by Ms Roxburgh's spouse.
The following changes in the Directors' interests occurred between 30 September 2022 and the date of this report:

C A Roxburgh acquired 384 shares on 12 October 2022.
16. These are not statutory accounts in terms of Section 434 of the Companies Act 2006 and have not been audited or reviewed by the Company's Auditor. The information for the year ended 31 March 2022 has been extracted from the latest published financial statements and which have been filed with the Registrar of Companies. The Auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 March 2022 have been reported on by the Company's Auditor or delivered to the Registrar of Companies.

Alternative Performance Measures ("APMs")

The Company uses the following APMs:

Capital Return - NAV and Share Price Returns

Capital returns measure the effect of any rise or fall in the share price or NAV, excluding any dividends paid. As at 30 September 2022, the 6 month NAV Capital Return was (27.6%), and the 6 month Ordinary share price Capital Return was 36.1%, as shown in the Highlights above.

NAV Capital Return calculation as at 30 September 2022
NAV per share as at 30 September 2022 124.10 (a)
NAV per share as at 31 March 2022 171.50 (b)
NAV Capital Return (27.6%) ((a-b)/b)
Share Price Capital Return calculation as at 30 September 2022
Share Price as at 30 September 2022 107.40 (a)
Share Price as at 31 March 2022 168.00 (b)
Share Price Capital Return (36.1%) ((a-b)/b)

Total Return - NAV and Share Price Returns

Total returns measure the effect of any rise or fall in the share price or NAV, plus dividends paid which are reinvested at the prevailing NAV or share price on the ex-dividend date. As at 30 September 2022, the 6 month NAV Total Return was (27.3%), and the 6 month Ordinary share price Total Return was (35.74%), as shown in the Highlights above.

NAV Total Return calculation as at 30 September 2022
NAV per share as at 30 September 2022 124.10 (c)
NAV per share as at 31 March 2022 171.50 (d)
Dividend adjustment factor (+1) 1.0046 (a)
Pre-Dividend Reinvestment Factor 0.7240 (b)(b=c/d)
NAV Total Return (27.3%) ((a*b)-1)
(a) Dividend Adjustment Factor
Dividend PPS Dividend XD date NAV at Dividend XD date Share price Multiplier
Final dividend* 0.725 11.Aug.22 156.32 0.0046
Share price Total Return calculation as at 30 September 2022
Share price as at 30 September 2022 107.40 (c)
Share price as at 31 March 2022 168.00 (d)
Dividend adjustment factor (+1) 1.0052 (a)
Pre-Dividend Reinvestment Factor 0.6393 (b)(b=c/d)
Share price Total Return (35.7%) ((a*b)-1)
(a) Dividend Adjustment Factor
Dividend PPS Dividend XD date Share price at Dividend XD date Share price Multiplier
Final dividend* 0.725 11.Aug.22 139.60 0.0052

Discount or Premium to NAV

If the share price of an Investment Trust is less than its NAV per share, the shares are trading at a discount. If the share price is greater than the NAV per share, the shares are trading at a premium.

As at 30 September 2022, the NAV per share was 124.1p and the share price was 107.4p. The discount is therefore calculated at 13.5% as shown in the highlights above.

Gross assets

Gross assets are calculated as net assets adding back bank borrowings.

As at As at As at
30/09/2022 30/09/2021 31/03/2022
£'000 £'000 £'000
Net Assets 235,173 357,015 324,905
Bank borrowings 13,141 8,575 16,884
Gross assets 248,314 365,590 341,789

Net gearing employed

Unlike open-ended investment companies, Investment Trusts have the ability to borrow to invest. This term is used to describe the level of borrowings that an Investment Trust has undertaken and is stated as a percentage of shareholders' funds. The higher the level of borrowings, the higher the gearing ratio.

Net gearing is calculated as total debt, net of cash and cash equivalents, as a percentage of the total shareholders' funds.

As at 30 September 2022, interest bearing bank loans were (£13,151,000), cash and cash equivalents were £771,000 and net assets were £235,173,000. As at 30 September 2022, Gearing was therefore equal to 5.3% as shown in the highlights above.

Ongoing charges (expressed as a percentage)

Ongoing charges are the Company's revenue and capital expenses (excluding finance costs and certain non-recurring items) expressed as a percentage of the average daily net assets of the Company during the period.

Ongoing charges calculation

Six months to 30 September 2022

£'000
Six months to 30 September 2021

£'000
31 March 2022

£'000

(Audited)
Total expenditure 1,425 1,785 3,728
Less negative interest - - (38)
Total (a) 1,425 1,785 3,690
Average daily net assets (b) 279,257 325,750 338,296
Ongoing charges (c \= a/b)* (c) 1.0% 1.1% 1.1%

* 30 September 2022 and 30 September 2021 figures annualised for comparison (c = (a/b) x 2).

# Glossary of terms
AIFMD

Alternative Investment Fund Managers Directive. Issued by the European Parliament in 2012 and 2013, the Directive requires that all investment vehicles in the European Union, including Investment Trusts, must, with effect from 22 July 2014, appoint a Depositary and an AIFM. The Board of Directors of an Investment Trust, nevertheless, remains fully responsible for all aspects of the Company's strategy, operations and compliance with regulations.
AIC

The Association of Investment Companies is the trade body for Closed-end Investment Companies (www.theaic.co.uk).
Benchmark

This is a measure against which an Investment Trust's performance is compared. The benchmark of the Company is the MSCI Europe SmallCap (ex UK) Index (capital return in Sterling terms). The index averages the performance of a defined selection of companies listed in European smaller company stock markets and gives an indication of how those markets have performed in any period.
Closed-end Investment Company

A company, including an Investment Trust, with a fixed issued ordinary share capital which is traded on an exchange at a price not necessarily related to the NAV of the company and where shares can only be issued or bought back by the company in certain circumstances. This contrasts with an open-ended investment company, which has units not traded on an exchange but issued or bought back from investors at a price directly related to the NAV.
Custodian

A specialised financial institution responsible for safeguarding, worldwide, the listed securities and certain cash assets of the Company, as well as the income arising therefrom, through provision of custodial, settlement and associated services. The Company's Custodian is Bank of New York Mellon SA/NV.
Depositary

Under AIFMD rules applying from 22 July 2014, the Company must appoint a Depositary, whose duties in respect of investments, cash and similar assets include: safekeeping; verification of ownership and valuation; and cash monitoring. The Depositary has strict liability for loss of any investments or other assets where it has safekeeping duties. The Depositary's oversight duties include, but are not limited to, oversight of share buybacks, dividend payments and adherence to investment limits. The Company's Depositary is The Bank of New York Mellon (International) Limited.
Dividend

The income from an investment. Some Investment Trusts pay dividends on a quarterly or monthly basis. Montanaro European Smaller Companies Trust plc currently pays dividends twice a year.
Gearing

Gearing is calculated as total liabilities less current assets divided by net assets.
Gross assets

Gross assets are calculated as net assets adding back bank borrowings.
IFRS

International Financial Reporting Standards.
Investment Manager

The Company's Investment Manager is Montanaro Asset Management Limited.
Investment Trust

A Closed-end Investment Company which satisfies the requirements of Section 1158 of the Corporation Tax Act 2010. Companies which meet these criteria are exempt from having to pay tax on the capital gains they realise from sales of the investments within their portfolios.
Leverage

As defined under the AIFMD rules, Leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or leverage embedded in derivative positions. Leverage is broadly equivalent to Gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowings). Under the gross method, exposure represents the sum of the Company's positions after deduction of cash and cash equivalents, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash and cash equivalents and after certain hedging and netting positions are offset against each other.
Marked to Market

Accounting for the fair value of an asset or liability that can change over time and reflects its current market value rather than its book cost.
Market Capitalisation

The stock market value of a company as determined by multiplying the number of shares in issue, excluding those shares held in treasury, by the market price of the shares.
NAV per Ordinary Share

This is calculated as the net assets of an Investment Trust divided by the number of shares in issue, excluding those shares held in treasury.
Net Assets (or Shareholders' Funds)

This is calculated as the value of the investments and other assets of an Investment Trust, plus cash and debtors, less borrowings and any other creditors. It represents the underlying value of an Investment Trust at a point in time.
Net Gearing

Net Gearing is calculated as total debt, net of cash and cash equivalents, as a percentage of the total shareholders' funds.
Ordinary Shares

The main type of equity capital issued by conventional Investment Trusts. Shareholders are entitled to their share of both income, in the form of dividends paid by the Investment Trust, and any capital growth. Montanaro European Smaller Companies Trust plc has only Ordinary Shares in issue.
Portfolio Turnover

Calculated using total sales proceeds as a percentage of the average monthly net assets during the period, annualised.
Related Party Transactions

Under the Listing Rules, the Manager is regarded as a related party of the Company.
Share Price

The value of a share at a point in time as quoted on a stock exchange. The shares of Montanaro European Smaller Companies Trust plc are quoted on the Main Market of the London Stock Exchange.
SORP

Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the AIC.
Total Assets

This is calculated as the value of the investments and other assets of an Investment Trust, plus cash and debtors.
Directors and Advisers
Registered Office

16 Charlotte Square Edinburgh EH2 4DF
Depositary

THE BANK OF NEW YORK MELLON (INTERNATIONAL) LIMITED

One Canada Square London E14 5AL
Registered in Scotland No. SC074677
An investment company as defined under Section 833 of the Companies Act 2006. Custodian

BANK OF NEW YORK MELLON SA/NV

One Canada Square London E14 5AL
Directors

R M Curling (Chairman)

C A Roxburgh

G J Neilly
Investment Manager and Alternative Investment Fund Manager ('AIFM')

MONTANARO ASSET MANAGEMENT LIMITED

53 Threadneedle Street London

EC2R 8AR

Tel: 020 7448 8600

Email: [email protected]

www.montanaro.co.uk
Registrar

EQUINITI LIMITED

Aspect House,

Spencer Road, Lancing

West Sussex BN99 6DA

Registrar's Shareholder Helpline

Tel: 0371 384 2030*

*Lines are open 8.30am to 5.30pm, Monday to Friday, excluding UK public holidays
Administrator

LINK ALTERNATIVE FUND ADMINISTRATORS LIMITED

Beaufort House

51 New North Road, Exeter EX4 4EP
Stockbroker

CENKOS SECURITIES PLC

6.7.8 Tokenhouse Yard London EC2R 7AS
Company Secretary

LINK COMPANY MATTERS LIMITED

65 Gresham Street London EC2V 7NQ

Tel: +44 (0) 7548 113379

Contact: 

[email protected]
Auditor

PRICEWATERHOUSECOOPERS LLP

Atria One

144 Morrison Street

Edinburgh

EH3 8EX
Solicitor

DICKSON MINTO W.S.

16 Charlotte Square 

Edinburgh EH2 4DF
Website

https://montanaro.co.uk/trust/montanaro-european-smaller-companies-trust/
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
For further information, please contact:
Montanaro Asset Management Limited
Tel: 020 7448 8600

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