Prospectus • Jul 14, 2023
Prospectus
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This document comprises a supplementary prospectus relating to Capital Gearing Trust P.L.C. (the "Company"). This document has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation (being Regulation (EU 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. This document will be made available to the public in accordance with the UK Prospectus Regulation Rules by being made available at www.capitalgearingtrust.com.
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 16 December 2022 relating to the issue of New Shares (the "Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.
The Directors and the Company each accept responsibility for the information contained in this Supplementary Prospectus and the Prospectus. The Directors and the Company believe that the information contained in this Supplementary Prospectus and the Prospectus is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and this Supplementary Prospectus and the Prospectus do not omit anything likely to affect the import of such information.
(Incorporated in Northern Ireland with registered no. NI005574) (Registered as an investment company under section 833 of the Companies Act 2006)
This Supplementary Prospectus and the Prospectus do not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Supplementary Prospectus and the Prospectus and the offering of New Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Supplementary Prospectus and/or the Prospectus come are required to inform themselves about and to observe such restrictions. The New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any of the relevant securities laws of Canada, Australia or Japan. Accordingly, the New Shares may not (unless an exemption from such Act or such laws is available) be offered, sold or delivered, directly or indirectly, in or into the USA, Canada, Australia or Japan. The Company will not be registered under the United States Investment Company Act of 1940 (as amended) and investors will not be entitled to the benefits of such Act.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the sponsor to the Company. Dickson Minto W.S. is not acting for any other person in connection with the Issues. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. and is not advising any other person in relation to any transaction contemplated in or by this Supplementary Prospectus and/or the Prospectus.
Potential investors should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser before investing in the Company. Potential investors should also consider the risk factors relating to the Company set out in the Prospectus.
11 July 2023
This Supplementary Prospectus is being published in relation to the Issues. This Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules following the publication of the Company's audited annual report and accounts for the period ended 31 March 2023 (the "Annual Report and Accounts"). This Supplementary Prospectus has been approved for publication by the FCA.
On 24 May 2023, the Company announced that it had published its Annual Report and Accounts. By virtue of this document, the relevant sections of the Annual Report and Accounts are incorporated into, and form part of, the Prospectus. The non-incorporated parts of the Annual Report and Accounts are either not relevant to investors or covered elsewhere in the Prospectus.
As a result of the publication of the Annual Report and Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:
Selected audited financial information relating to the Company which summarises the financial condition of the Company for the financial year ended 31 March 2023 is set out in the following table.
| Share class | Total (£'000) |
NAV | No. of Ordinary Shares |
NAV per Ordinary Share (p) |
Historical (p) |
performance | ||
|---|---|---|---|---|---|---|---|---|
| Ordinary | 1,259,719 | 26,258,763 | 4,797.3 | 5,025.1 | (NAV | per | ||
| Ordinary | Share | at | 31 | |||||
| March 2022 (audited)) |
| Revenue | Capital | Total | |
|---|---|---|---|
| Net (losses)/gains on investments (£'000) | - | (68,449) | (68,449) |
| Net currency (losses)/gains (£'000) | - | (547) | (547) |
| Investment income (£'000) | 24,846 | - | 24,846 |
| Other income (£'000) | 93 | - | 93 |
| Gross return (£'000) | 24,939 | (68,996) | (44,057) |
| Investment management fee (£'000) | (4,620) | - | (4,620) |
| Other expenses (£'000) | (974) | - | (974) |
| Net return before tax (£'000) | 19,345 | (68,996) | (49,651) |
| Tax charge on net return (£'000) | (1,739) | - | (1,739) |
| Net return attributable to equity shareholders (£'000) |
17,606 | (68,996) | (51,390) |
| Net return per Ordinary Share (p) | 70.67 | (276.96) | (206.29) |
| Balance sheet for closed end funds | Year ended 31 March 2023 (audited) |
|---|---|
| Total net assets (£'000) | 1,259,719 |
NAV per Share (p) 4,797.3
There were no qualifications in the audit report for the Company in respect of the financial year ended 31 March 2023.
As a result of the publication of the Annual Report and Accounts, the Prospectus is hereby supplemented as follows:
The financial statements of the Company for the financial year ended 31 March 2023 were audited by BDO LLP whose report was unqualified and did not contain any statement under section 498(2) of the Companies Act.
Audited historical financial information relating to the Company on the matters referred to below is included in the Annual Report and Accounts as set out in the table below and is expressly incorporated by reference into this document. The non-incorporated parts of the Annual Report are either not relevant to investors or covered elsewhere in the Prospectus.
| Annual Report and Accounts for the year ended 31 March 2023 |
|
|---|---|
| Nature of Information | Page No. |
| Financial Highlights | 2 |
| Chairman's Statement | 4-6 |
| Investment Manager's Report | 7-8 |
| Portfolio Analysis | 9 |
| Investments of the Company | 10-11 |
| Statement of Directors' Responsibilities | 45 |
| Independent Auditors' Report | 46-51 |
| Income Statement | 52 |
| Statement of Changes in Equity | 53 |
| Statement of Financial Position | 54 |
| Cash Flow Statement | 55 |
| Notes to the Financial Statements | 56-70 |
The information in this paragraph is information regarding the Company which has been prepared by the Company and has been extracted directly from the historical financial information referred to in the paragraph above titled "Historical financial information". Selected historical financial information relating to the Company which summarises the financial condition of the Company for the financial year ended 31 March 2023 is set out in the following table:
| Revenue | Capital | Total | |
|---|---|---|---|
| Net (losses)/gains on investments (£'000) | - | (68,449) | (68,449) |
| Net currency (losses)/gains (£'000) | - | (547) | (547) |
| Investment income (£'000) | 24,846 | - | 24,846 |
| Other income (£'000) | 93 | - | 93 |
| Gross return (£'000) | 24,939 | (68,996) | (44,057) |
| Investment management fee (£'000) | (4,620) | - | (4,620) |
| Other expenses (£'000) | (974) | - | (974) |
| Net return before tax (£'000) | 19,345 | (68,996) | (49,651) |
| Tax charge on net return (£'000) | (1,739) | - | (1,739) |
| Net return attributable to equity shareholders (£'000) |
17,606 | (68,996) | (51,390) |
| Net return per Ordinary Share (p) | 70.67 | (276.96) | (206.29) |
| Balance sheet for closed end funds | Year ended 31 March 2023 (audited) | ||
| Total net assets (£'000) | 1,259,719 | ||
| NAV per Share (p) | 4,797.3 | ||
A description of changes in the performance of the Company, both capital and revenue, and changes to the Company's portfolio of investments for period to 31 March 2023 is set out in the sections titled "Chairman's Statement", "Investment Manager's Report", "Portfolio Analysis" and "List of the Largest Portfolio Investments" in the Annual Report as follows:
| Annual Report and Accounts for the year ended 31 March 2023 |
|
|---|---|
| Nature of Information | Page No. |
| Chairman's Statement | 4-6 |
| Investment Manager's Report | 7-8 |
| Portfolio Analysis | 9 |
| Investments of the Company | 10-11 |
| Significant change |
position of the Company.
Copies of the Annual Report and Accounts are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS and at the registered office of the Company, Carson McDowell LLP, Murray House, Murray Street, Belfast BT1 6DN until 15 December 2023. Copies of the Annual Report and Accounts are also available on the Company's website www.capitalgearingtrust.com.
This Supplementary Prospectus is available for inspection at http://www.morningstar.co.uk/uk/NSM and, until 15 December 2023, copies are available for collection, free of charge, from the offices of Dickson Minto W.S., Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS and at the registered office of the Company, Carson McDowell LLP, Murray House, Murray Street, Belfast BT1 6DN. This document is also available on the Company's website www.capitalgearingtrust.com.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this document and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this document will prevail.
Save as disclosed in this Supplementary Prospectus, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
11 July 2023
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