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Aberforth Split Level Income Trust plc Annual Report 2020

Aug 4, 2020

5125_10-k_2020-08-04_dc47309e-5dcd-451e-a336-b9ce99eef672.pdf

Annual Report

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Aberforth Split Level Income Trust plc

Annual Report and Financial Statements
30 June 2020


Contents

Strategic Report

Investment Objective 1
Financial Highlights 1
Chairman’s Statement 2
Investment Policy and Strategy 4
Principal Risks 5
Directors’ Duty to Promote the Success of the Company 6
Viability Statement 7
Key Performance Indicators 7
Hurdle Rates & Redemption Yields 7
Managers’ Report 8
Thirty Largest Investments 15
Investment Portfolio 16
Other Portfolio Information 18
Other Business Information 19

Governance Report

Board of Directors 20
Directors’ Report 21
Corporate Governance Report 25
Audit Committee Report 29
Directors’ Remuneration Policy 32
Directors’ Remuneration Report 33
Directors’ Responsibility Statement 35

Financial Report

Independent Auditor’s Report 36
Income Statement 42
Reconciliation of Movements in Shareholders’ Funds 43
Balance Sheet 44
Cash Flow Statement 45
Notes to the Financial Statements 46

Shareholder Information

General Information 54
Glossary 56
Corporate Information 58

Annual General Meeting

Notice of the Annual General Meeting 59
Notes to the Notice of the Annual General Meeting 60

Investor Disclosure Document

The EU Alternative Investment Fund Managers Directive (AIFMD) requires certain information to be made available to investors prior to their investment in the shares of a Company. The Company's Investor Disclosure Document is available to view at www.aberforth.co.uk and contains details of the Company's investment objective, policy and strategy together with leverage and risk policies.


Strategic Report

The Board is pleased to present the Strategic Report (pages 1 to 19), which incorporates the Chairman's Statement and Managers' Report. It has been prepared by the Directors in accordance with Section 414 of the Companies Act 2006, as amended.

Investment Objective

The investment objective of Aberforth Split Level Income Trust plc (ASLIT) is to provide Ordinary Shareholders with a high level of income, with the potential for income and capital growth, and to provide Zero Dividend Preference Shareholders with a pre-determined final capital entitlement of 127.25p on the planned winding-up date of 1 July 2024.

Financial Highlights

Total Return Performance¹

Periods to 30 June 2020 Total Assets¹ Ordinary Share ZDP Share
NAV¹ Share Price NAV¹ Share Price
1 year -26.5% -36.2% -35.1% 3.6% -4.9%
Annualised
Since inception¹ -11.2% -16.2% -18.9% 3.4% 2.0%
Cumulative
Since inception¹ -30.0% -41.2% -46.7% 10.5% 6.0%

Ordinary Share

Net Asset Value per Share Share Price Discount/ (Premium)¹ Ordinary Dividends per Share Special Dividends per Share Ongoing Charges¹ Gearing¹
30 June 2020 52.5p 47.3p 10.0% 4.22p 1.3% 52.6%
30 June 2019 86.7p 77.0p 11.2% 4.16p 0.19p 1.2% 30.7%
30 June 2018 104.7p 99.2p 5.3% 4.00p 0.60p 1.1% 24.6%

At inception an Ordinary Share had a NAV of 100p and a gearing¹ level of 25%.

Zero Dividend Preference Share (ZDP Share)

Net Asset Value per Share Share Price Discount/ (Premium)¹ Return per Share Projected Final Cumulative Cover¹ Redemption Yield¹
30 June 2020 110.5p 106.0p 4.0% 3.8p 2.3x 4.7%
30 June 2019 106.6p 111.5p (4.6%) 3.7p 3.1x 2.7%
30 June 2018 102.9p 106.5p (3.5%) 3.6p 3.5x 3.0%

At inception a ZDP Share had a NAV of 100p, a Projected Final Cumulative Cover¹ of 3.4x, and a Redemption Yield¹ of 3.5%.

Source: Aberforth Partners LLP

¹ Defined in the Glossary on pages 56-57.

The valuation statistics above consisting of Redemption Yields and Final Cumulative Cover are projected, illustrative and do not represent profit forecasts. There is no guarantee these returns will be achieved.

Strategic Report

Aberforth Split Level Income Trust plc


Chairman's Statement

Introduction

I present the third annual report of Aberforth Split Level Income Trust ("ASLIT" or "the Company") for the year to 30 June 2020, and my first as Chairman.

I find it hard to believe how much the world has changed since the half year Chairman's Statement only six months ago. At the time, and for the first time in several years, the UK's political backdrop appeared to be stabilising after the decisive General Election result. The market had started to rise in anticipation of the outcome and the mood of optimism continued into 2020. This was very helpful for an investment trust exposed to small UK quoted companies, particularly with ASLIT's capital structure and value investment philosophy.

However, the positivity was short lived, overtaken by Covid-19. The distress caused by the virus itself has been accompanied by a severe recession, as lockdown has brought much economic activity to a shuddering halt. Stockmarkets, unprepared for a pandemic and its consequences, reacted with some of the sharpest drops in living memory. As governments and central banks have stepped in to offer support, there has been a subsequent partial recovery in share prices, but people and companies are still confronted with considerable uncertainty. It will take time to assess the lasting impact of the pandemic and the damage done to economies.

Performance

As the introduction implies, the year to 30 June 2020 can be split into two distinct periods, before and after the onset of Covid-19. Though the timing is not precise, it is nevertheless instructive to compare and contrast ASLIT's fortunes in the first and second halves of the year to 30 June 2020. The financial year started well. Over the six months to 31 December 2019, ASLIT's total assets total return – essentially the ungeared portfolio performance – was +17.3%. It was helped by a buoyant asset class and a good period for our Managers' value investment style. With the benefit of gearing from the ZDP shares, the NAV total return of the Ordinary shares was +22.3% over the same period.

Unfortunately, in the second six months of the financial year, these traits worked against ASLIT. The total assets total return was -37.3%, which, after the effects of gearing, translated into a -47.9% NAV total return for Ordinary shareholders. Over the full twelve months to 30 June 2020, the total assets total return was -26.5% and the Ordinary NAV total return was -36.2%.

For reference, the FTSE All-Share Index, which is representative of larger UK listed companies, recorded a total return of +5.5% for the first six months, -17.5% in the second half and -13.0% for the year to 30 June 2020. The Numis Smaller Companies Index (excluding Investment Companies) ("NSCI (XIC)"), which defines ASLIT's opportunity base of small UK quoted companies, generated total returns of +13.3%, -25.0% and -15.0% over the respective time periods.

The decline in the portfolio's capital value has resulted in a fall in ZDP shares' projected final cumulative cover. At 30 June 2020, this stood at 2.3 times, compared with 3.1 times twelve months earlier.

Further details on portfolio performance is provided in the Managers' Report.

Earnings and Dividends

ASLIT generated a Revenue Return per Ordinary share of 3.47 pence for the year to 30 June 2020, 32% below the previous year's result. As discussed in the Managers' Report, the portfolio's dividend receipts were progressing as expected into March, but Covid-19 has materially reduced the level of dividends from UK quoted companies. It is likely that 2020 will be, by a significant margin, the worst year for dividends from both large and small companies in the post war period. Our Managers estimate that dividends paid by companies in the NSCI (XIC) are likely to decline by around 60% in the 2020 calendar year.

For ASLIT, with its June year end, the impact of the dividend downturn is spread across both the 2019/20 and the 2020/21 financial years. The first six months of the financial year to 30 June 2021 will be a particularly barren period. Beyond that, the outlook is uncertain, but, with companies prioritising debt reduction, it would be prudent not to anticipate a rapid recovery in the second half of the financial year. The Board therefore expects the Revenue Return per Ordinary share for the year to 30 June 2021 to be lower than in the financial year just ended. Thereafter, there is reason to believe that ASLIT will benefit from a general recovery in UK dividends.

Regrettably, this backdrop for income means that a reduction to ASLIT's dividend will be necessary. As a relatively young company, ASLIT entered the financial year to 30 June 2020 with modest revenue reserves of 1.61 pence per Ordinary share. Nevertheless, these reserves offer some flexibility over how to phase the inevitable dividend cut. The Board has

Strategic Report

Aberforth Split Level Income Trust plc


Chairman's Statement

therefore decided to use 0.75 pence per Ordinary share of revenue reserves to declare a second interim dividend for the year to 30 June 2020 of 2.71 pence per Ordinary share. This is unchanged on the corresponding payment in the previous year and takes the total Ordinary dividend per share for the financial year to 4.22 pence, which is a 1.4% increase over the previous year's underlying dividend excluding the special dividend.

The Board has carefully considered the Managers' income forecasts and has also taken into account views from shareholders. The use of revenue reserves strikes a balance between the current income shortage facing equity investors and some retained flexibility to support dividends in future periods. The effect of this is to defer the dividend cut into the financial year to 30 June 2021, by which time the dividend outlook for ASLIT's investee companies should be clearer.

The second interim dividend of 2.71p per Ordinary Share will be paid on 28 August 2020 to Ordinary Shareholders on the register on 7 August 2020. The ex dividend date is 6 August 2020. Your Company operates a Dividend Reinvestment Plan. Details of the plan, including the Form of Election, are available from Aberforth Partners LLP or on the website, www.aberforth.co.uk.

Annual General Meeting ("AGM")

The AGM will be held at 14 Melville Street, Edinburgh EH3 7NS at 11.00 a.m. on 29 October 2020 and details of the resolutions to be considered by Shareholders are set out in the Notice of the Meeting on page 59. Shareholders are encouraged to submit their votes by proxy in advance of the meeting in case restrictions related to the Covid-19 pandemic persist and it is therefore not possible for shareholders to attend in person. The Company will issue a regulatory news announcement, which will also be posted on the Company's website if the only attendees permitted will be those required to allow the business of the meeting to be conducted.

Outlook

The second half of ASLIT's financial year to 30 June 2020 coincided with some of the most challenging conditions for the country, businesses and the stockmarket that I have experienced in my career and considerable uncertainty remains. Covid-19 remains a threat, as the recent experience of parts of the US illustrates. Lockdown, though easing, is still with us, so it is not yet possible to determine how economic activity settles down, particularly with the nature of the UK's future relationship with Europe to be determined. It is reassuring to hear from our Managers that companies are adapting well and addressing their immediate liquidity requirements. It would seem prudent, however, to expect company boards to continue to prioritise balance sheet strength for some time, which inevitably tempers the pace of dividend recovery.

This backdrop has been a challenge to ASLIT's objective "to provide Ordinary Shareholders with a high level of income, with the potential for income and capital growth, and to provide ZDP Shareholders with a pre-determined final capital entitlement of 127.25p on the planned winding-up date of 1 July 2024". The income component of the objective has been dealt a blow – the smooth year-on-year growth achieved by this and the predecessor trusts is not now possible, though growth in dividends over ASLIT's planned seven year life is not out of the question.

On the capital front, the impact of Covid-19 has resulted in a sharp decline since inception, but prospects are brighter. The recovery is in its early stages, but there are encouraging signs. The virus can be controlled, while official support measures have mitigated the economic fallout and companies are getting to grips with the new circumstances. At the same time, the portfolio's valuation multiples are extremely low, which history suggests should bode well for the future returns from our Managers' value investment approach. The Board is therefore optimistic that, with four years to run till the planned winding-up date, the value of ASLIT's portfolio can appreciate in a manner consistent with the investment objective. This would see the ZDP shareholders' cover expand and, with the benefits of gearing, should give Ordinary shareholders a strong return from here.

Angus Gordon Lennox
Chairman
29 July 2020

[email protected]

Strategic Report
Aberforth Split Level Income Trust plc 3


Investment Policy and Strategy

Investment Policy

The Company aims to achieve its objective by investing in a diversified portfolio of securities issued by small UK quoted companies. Small UK quoted companies are those having a market capitalisation, at time of purchase, equal to or lower than the largest company in the bottom 10%, by market capitalisation, of the London Stock Exchange's Main Market for listed securities or companies in the Numis Smaller Companies Index (excluding investment companies) ("NSCI (XIC)"). As at 1 January 2020 (the date of the last annual NSCI (XIC) rebalancing), the NSCI (XIC) included 346 companies, with an aggregate market capitalisation of £153 billion. Its upper market capitalisation limit was £1.6 billion, although this limit changes owing to movements in the stockmarket. If any holding no longer satisfies this definition of a small UK quoted company its securities become candidates for sale unless the Managers determine that the Company's investment objective would be better served by their retention. Notwithstanding the above, the Managers would not normally expect more than 10% of the value of the Company's portfolio to be invested in a combination of: (i) securities issued by small UK quoted companies that are neither securities with equity rights, nor securities convertible to such; and/or (ii) holdings in companies that satisfied the definition of a small UK quoted company at the time of purchase but no longer do so and that are not categorised as candidates for sale.

The Company may, at the time of purchase, invest up to 15% of its assets in securities issued by any one company although, in practice, each exposure will typically be substantially less and, at market value, generally represents less than 5% of the portfolio on an on-going basis. The Board expects that this approach will normally result in a portfolio comprising holdings in between 50 and 100 companies. The Company will not invest in securities issued by other UK listed closed-ended investment funds except where they are eligible to be included in the NSCI (XIC). In any event, the Company will invest no more than 15% of total assets in other listed closed-ended investment funds.

Investment will only be made in companies with securities traded on the Main Market or, in limited circumstances, in AIM listed investments. AIM listed investments will only be held in the Company's portfolio if they have given a formal commitment to move to the Main Market, or in the situation where an existing investee company has moved its listing from the Main Market to AIM.

The Company will aim to be near to fully invested at all times. There will normally be no attempt to engage in market timing by holding high levels of liquidity though due consideration will be given to liquidity requirements as the Company nears the end of its Planned Life. The Company does not intend to utilise any bank borrowings other than short term overdraft or working capital facilities. The Directors expect that, in normal market conditions, bank borrowings will not exceed 2.5% of Total Assets. The Articles limit the level of such bank borrowings to a maximum of 5% of Total Assets at the time of drawdown. The Company has a policy to maintain total gearing, including the ZDP Shares, below the total of: (i) the accrued capital entitlement of the ZDP Shares from time to time; plus (ii) 5% of its Total Assets at the time of drawdown. The Directors have delegated responsibility to the Managers for the operation of the Company's overdraft and working capital facilities within the above parameters.

Subject to the prior approval of the Board, the Managers may use derivative instruments, such as financial futures, exchange traded funds, and options, for the purpose of efficient portfolio management. The Board's current expectation is that derivatives will rarely be used, if at all.

Any material changes to the Company's investment objective and policy will be subject to Shareholder approval at a general meeting. In the event of a breach of the Company's investment policy, the Directors will announce through a Regulatory Information Service the actions that will be taken to rectify the breach.

Investment Strategy

The Managers adhere to a value investment philosophy. While there can be extended periods when the value investment style is out of favour, there is compelling evidence that the value approach within small UK quoted companies has resulted in superior returns to those of the NSCI (XIC) as a whole over the long term.

In valuing businesses, the Managers place emphasis on the ratio of total enterprise value (which is the market capitalisation of the small UK quoted company adjusted for the average debt or cash level of such company) to the earnings before interest, tax and amortisation that the company generates (in short, the EV/EBITA ratio). The Managers also utilise other valuation metrics, recognising that flexibility is required when assessing businesses in different industries and that buyers of these businesses may include other corporates as well as stockmarket investors. As a result of the value investment approach, the average valuation metrics of the Company's holdings will usually be more modest than those of the NSCI (XIC), the investment universe.

Strategic Report
Aberforth Split Level Income Trust plc


The Managers select companies for the Company's portfolio on the basis of fundamental or "bottom-up" analysis. The "bottom-up" analysis includes the Managers scrutinising prospective investee companies' financial statements and assessing their market positions within their sectors. An important part of the process is regular engagement with the board members and management of prospective and existing investments. In addition, a "top down" evaluation is undertaken regularly.

Opportunities are often found in businesses where short-term trading, broad macro economic concerns or the vagaries of stockmarket sentiment have caused valuations to fall to levels at which the Managers consider significant upside to be available. The closing of valuation gaps usually requires the passage of time but can be expedited by a change of strategy, a change of management or takeover.

In seeking to achieve the investment objective, the Managers believe that the portfolio must be adequately differentiated from the NSCI (XIC), the investment universe. Therefore, within the diversification parameters described in the Company's investment policy, the Managers will regularly review the level of differentiation, with the aim of achieving a meaningful active weight for each holding within the Company's portfolio. Holdings are expected to be sold when their valuations reach the targets determined by the Managers.

Principal Risks

The Board has established an on-going process for identifying, evaluating and managing the principal risks faced by the Company. This process was in operation during the year and continues in place up to the date of this report.

Investment in small companies is generally perceived to carry more risk than investment in large companies. While this is reasonable when comparing individual companies, it is much less so when comparing the risks inherent in diversified portfolios of small and large companies. In addition, the Company has a simple capital structure and outsources all the main operational activities to recognised, well-established firms. The Board receives internal control reports from these firms to review the effectiveness of their control frameworks. Since the Covid-19 pandemic, these firms have deployed alternative operational practices, including staff working remotely, to ensure continued business service.

The principal risks faced by the Company, together with the approach taken by the Board towards them, have been summarised below. As described in the Chairman's Statement and Managers' Report, Covid-19 has caused a significant reduction in capital values and dividends from UK small companies. The principal risks set out below are forward looking and stated after this has occurred. Further information regarding the review process can be found in the Corporate Governance and Audit Committee Reports.

(i) Investment policy/performance risk – The investment portfolio is exposed to share price movements owing to the nature of the Company's investment policy and strategy. The performance of the investment portfolio will be influenced by market related risks including market price and liquidity (refer to Note 19 for further details). The Board's aim is to achieve the investment objective by ensuring the investment portfolio is managed in accordance with the policy and strategy. The Board has outsourced portfolio management to experienced Managers with a clearly defined investment philosophy and investment process. The Board receives regular and detailed reports on investment performance. Senior representatives of the Managers attend each Board meeting. Peer group performance is also regularly monitored by the Board. The Board and Managers closely monitor economic and political developments and, in particular, are mindful of the continuing uncertainty following the departure of the UK from the EU on 31 January 2020 and other geopolitical issues referred to in the Managers' Report. The Board and Managers have also been monitoring the impact of the Covid-19 pandemic.

(ii) Structural conflicts of interest – The different rights and expectations of the holders of Ordinary Shares and the holders of ZDP Shares may give rise to conflicts of interest between them. While the Company's investment objective and policy seek to strike a balance between the interests of both classes of Shareholder, there can be no guarantee that such a balance will be achieved and maintained during the life of the Company.

(iii) Significant fall in investment income – A significant fall in investment income could lead to the inability to provide a high level of income and income growth. The Board receives regular and detailed reports from the Managers on income performance together with income forecasts. The Board and Managers have been monitoring the impact of the Covid-19 pandemic on investment income.

(iv) Loss of key investment personnel – The Board believes that a risk exists in the loss of key investment personnel at the Managers. The Board recognises that the collegiate approach employed by the Managers mitigates this risk. Board members are in regular contact with the partners and staff of the Managers and monitor personnel changes.

(v) Regulatory risk – Breach of regulatory rules could lead to suspension of the Company's share price listings, financial penalties or a qualified audit report. Breach of Section 1158 of the Corporation Tax Act 2010 could lead to the Company losing investment trust status and, as a consequence, any capital gains would then be subject to capital gains tax. The Board reviews regular reports from the Secretaries to monitor compliance with regulations.

Strategic Report

Aberforth Split Level Income Trust plc


Directors' Duty to Promote the Success of the Company

The Directors have a duty to promote the success of the Company for the benefit of Shareholders as a whole and to describe how they have performed this duty having regard to matters set out in section 172(1) of the Companies Act 2006. In fulfilling this duty, the Directors consider the likely consequences of their actions over the Company's planned life on Shareholders and on other stakeholders.

As an externally managed investment company, the Company does not have employees. Its main stakeholders therefore comprise its Shareholders, who are also its customers, and a small number of suppliers. These suppliers are external firms engaged by the Board to provide, amongst others, investment management, secretarial, depositary, custodial and banking services. The principal relationship is with the Managers and page 21 contains further information. Their investment management services are fundamental to the success of the Company through the pursuit of the investment objective. The Board regularly monitors the Company's investment performance in relation to its objective and also to its investment policy and strategy. It seeks to maintain a constructive working relationship with the Managers and on an annual basis reviews their continuing appointment to ensure it is in the best interests of Shareholders. The Board receives and reviews detailed presentations and reports from the Managers and other suppliers to enable the Directors to exercise effective oversight of the Company's activities. Further information on the Board's review process is set out in the Corporate Governance Report. The Managers seek to maintain constructive relationships with the Company's other suppliers on behalf of the Company, typically through regular communications, provision of relevant information and update meetings.

To act fairly as between the members of the Company, the Board seeks to strike a balance between the interests of Ordinary Shareholders and ZDP Shareholders, undertaking a level of risk that is consistent with the Company's investment policy and investment objective. The Board acts in a manner that it considers fair, reasonable and equitable to both classes of Shareholder, having regard to the entitlements of each class of Shares under the Company's Articles of Association. To help the Board in its aim to act fairly as between the Company's members, it encourages communications with all Shareholders. The Annual and Interim reports are issued to Shareholders and are available on the Managers' website together with other relevant information including monthly factsheets. The Managers offer to meet the larger Shareholders twice a year to provide detailed reports on the progress of the Company and to receive feedback, which is provided to and considered by the Board. Directors are also available to meet with Shareholders during the year and at the AGM. The Board decides on dividends payable to Ordinary Shareholders each year in accordance with the Company's dividend policy, based on the income received from the Company's investment portfolio.

The Board's decisions are focused on the period of the Company's planned life lasting until 1 July 2024. However, before this date, the Board will examine means whereby holders of Ordinary Shares may effectively continue their investment, while allowing the ZDP Shareholders to realise their investment.

As described in more detail within the Corporate Governance Report, the Board is committed to maintaining and demonstrating high standards of corporate governance in relation to the Company's business conduct.

The Board also expects good standards of the companies in which the Company is invested. In this regard, it is satisfied that the Managers consistently and proactively engage with investee companies on environmental, social and governance matters, where these are material to the investment case and therefore to the success of the Company. Investments are not excluded from the portfolio based on these matters alone, as a broader range of factors is used for evaluation. Where environmental, social and governance matters impinge upon the investment case, the Managers engage with investee companies to encourage the issues to be addressed. The Managers are well placed to undertake this activity, which has always been a fully integrated element of their investment process. Their investment team is well resourced and, collectively, has a deep knowledge and understanding of small UK quoted companies, derived from many years of interaction and fundamental research. The Managers' long history of investing in small UK quoted companies and their willingness to take significant stakes in investee companies can also be helpful in their engagement with investee company boards. Further detail on the Managers' stewardship policy is available from the literature library section of the Managers' website, at www.aberforth.co.uk.

In summary, the Board's primary focus in promoting the success of the Company for the benefit of its Shareholders as a whole is to direct the Company with a view to achieving the investment objective in a manner consistent with its stated investment policy and strategy. In doing so, and as described above, it has due regard to the impact of its actions on other stakeholders and the wider community.

Strategic Report
Aberforth Split Level Income Trust plc


Viability Statement

Shareholders will be required to vote on proposals from the Directors, relating to the Company's planned life, on or before 1 July 2024. The nature of these proposals and the outcome of the vote represent material uncertainties in the context of assessing the prospects of the Company beyond 1 July 2024. Notwithstanding the outcome of the vote the Directors have assessed the viability of the Company over the five year period to June 2025. The assessment took account of the Company's position, its investment strategy and the potential impact of the relevant principal risks described on page 5, including Covid-19. Based on this assessment, the Directors have a reasonable expectation that the Company will meet its liabilities as they fall due and, subject to the outcome of the vote on the Company's planned life, will be able to continue in operation over the five year period to June 2025.

In making this assumption, the Directors took comfort from the results of a series of stress tests that considered the impact of a number of severe market downturn scenarios on the Company's financial position and, in particular, its ability to settle projected liabilities of the Company as they fall due. The Company invests in companies listed and traded on the London Stock Exchange. These shares are actively traded and, whilst less liquid than larger quoted companies, the portfolio is well diversified by both number of holdings and industry sector. The Directors determined that a five year period to June 2025 is an appropriate period for which to provide this statement given the Company's investment objective, the simplicity of the business model, the resilience demonstrated by the stress testing and the relatively low working capital requirements.

Key Performance Indicators

The Board assesses the Company's performance in meeting its objectives against the following key performance indicators.

  • Total Assets total return
  • Ordinary Share Net Asset Value total return
  • Ordinary Share Net Asset Value
  • Ordinary Share Price discount
  • Dividend per Ordinary Share
  • ZDP Share Net Asset Value
  • ZDP Share Projected Final Cumulative Cover
  • Hurdle Rates

A record of these measures is provided within Financial Highlights (page 1), Hurdle Rates and Redemption Yields (below). Further analysis is provided within the Chairman's Statement (pages 2 to 3) and the Managers' Report (pages 8 to 14). The Managers' Report has been prepared by Aberforth Partners LLP and the Board endorses the analysis provided in respect of the key performance indicators.

Hurdle Rates & Redemption Yields

Hurdle Rates

At 30 June Ordinary Shares ZDP Shares
Hurdle Rates to return Hurdle Rates to return
100p Share Price Zero Value 127.25p Zero Value
2020 15.1% 1.4% -19.1% -19.1% -75.6%
2019 4.5% 0.6% -21.2% -21.2% -69.8%
Inception² 1.5% n/a -17.0% -17.0% -57.2%

Redemption Yields² as at 30 June 2020 (Ordinary Shares)

Capital Growth (per annum) Ordinary Share Redemption Yields¹Dividend Growth (per annum) Terminal NAV¹²
-20.0% -10.0% +0.0% +10.0% +20.0%
-20.0% -54.6% -50.7% -46.9% -43.3% -39.7% 0.0p
-10.0% -16.9% -16.1% -15.1% -14.0% -12.8% 17.2p
+0.0% 2.3% 2.8% 3.4% 4.1% 4.8% 43.0p
+10.0% 17.7% 18.0% 18.5% 19.0% 19.5% 77.9p
+20.0% 31.4% 31.7% 32.1% 32.5% 32.9% 123.8p

The capital growth and dividend growth parameters shown in the table have been selected in the context of the impact of Covid-19 on share prices and dividends.
¹ The valuation statistics in the tables above are projected, illustrative and do not represent profit forecasts. There is no guarantee these returns will be achieved.
² Defined in the Glossary on pages 56-57.

Strategic Report

Aberforth Split Level Income Trust plc


Managers' Report

Introduction

ASLIT's financial year to 30 June 2020 was a rare period in which the superlatives and dramatic metaphors that characterise much financial market commentary were justified. Covid-19 has taken its toll in terms of human lives, to which this report cannot do justice. It has also unleashed a series of extraordinary developments in societies and economies, as authorities have sought to contain its spread. There are no truly useful precedents – Spanish Flu being too long ago and other viral outbreaks being essentially local events – and so the world was caught unprepared. Financial markets reacted accordingly.

Total returns 6 months to 31 December 2019 6 months to June 2020 12 months to June 2020
FTSE All-Share +5.5% -17.5% -13.0%
NSCI (XIC) +13.3% -25.0% -15.0%
ASLIT total assets total return +17.3% -37.3% -26.5%
ASLIT Ordinary share NAV total return +22.3% -47.9% -36.2%

As the table shows, and as the interim report and accounts described, ASLIT's financial year to 30 June 2020 started well. December's decisive General Election result promised greater political stability and improved economic activity. ASLIT benefited as the stockmarket started to anticipate this positive outcome. The Managers' value investment style was helpful, reflecting the fact the value cohorts of equity markets around the world are laden with economically sensitive businesses.

Unfortunately, this economic sensitivity proved a handicap with the onset of Covid-19 and the deeply recessionary impact of lockdown. The value style suffered disproportionately in the second six months of the financial year as stockmarkets witnessed some truly remarkable moves. In the context of Aberforth's 30 year history, both the NSCI (XIC) and the FTSE All-Share experienced their sharpest monthly declines in March, while the March quarter was the weakest three month period in the same timescale. The table sets out the pain endured by ASLIT in this period, with the additional effect of gearing from the ZDP shares explaining the difference between the total assets total return and the Ordinary share NAV total return.

Towards the end of March, stockmarkets began a tentative recovery as the risks associated with the virus have become better understood and as remedial actions by governments and central banks have taken effect. ASLIT's performance has consequently improved, but the damage done in February and March means a disappointing outcome to the financial year for ASLIT's shareholders.

The stockmarkets' anticipation of recovery contrasts with the present reality of a sharp recession that is unusual in several respects. It is a consequence of the government's lockdown strategy to control the virus and so may be considered self-inflicted. The intensity of the contraction in activity is remarkable, with numerous macro economic data series showing the sharpest declines in generations. Moreover, the downturn, at least in the initial stages, was a supply-side event as businesses were commanded to close. The effect on demand remains to be seen and will be determined by the length of the lockdown, eventual redundancies and the willingness of consumers to reduce savings ratios from currently elevated levels.

In terms of their size and speed of implementation, the official support measures are as extraordinary as the recession itself. On the monetary side, interest rate cuts and additional quantitative easing programmes have played a part. The range of assets that central banks can buy has been broadened and, in the UK, debt monetisation is a reality, with the Bank of England directly financing government spending. Fiscal measures include tax breaks and the job retention scheme, which has, at least temporarily, prevented too sharp a deterioration in unemployment. Furthermore, through the Covid Corporate Financing Facility (CCFF) and the Coronavirus Large Business Interruption Loan Scheme (CLBILS), the Bank of England and the Treasury have sought to alleviate the liquidity squeeze confronting businesses.

Though these official measures have created breathing space, running a business against such a backdrop has been no easy task. The immediate priority for small UK quoted companies has been to tackle the liquidity squeeze that has resulted from the interplay of a sharp drop in sales – to zero for numerous businesses – and working capital cycles. While the official liquidity schemes and an easing of terms from existing lenders have played a part, there has been some reluctance to rely on government and many companies have resorted to the equity market for additional funding. As in 2009, equity investors have stepped up to ensure that fundamentally strong businesses can continue to trade. It is plausible that the returns from the current crop of equity issues over the coming years can match those enjoyed during the financial crisis.

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However, in the near term, one clear consequence of the downturn and liquidity squeeze is the most severe fall in UK dividends of the post-war period, which is described in greater detail later in the report. At one level, it is entirely right that dividends should be cut: equity is the riskiest form of corporate funding and is the first to take the strain in extreme conditions such as those experienced so far in 2020. However, the reasons for some of the dividend cuts are dubious. It is perplexing that companies robust enough to continue to pay dividends should feel social or governmental pressure to cut. It is also perplexing that some decisions to pass dividends have been made easier by the actions of others. The frustration expressed here should not be mistaken for irresponsibility – Aberforth never encourages a course of action that is detrimental to the long term value of a company. Rather, the Managers believe that dividends impose capital discipline on businesses and are an important component of long term returns for the ultimate beneficial owners of equities. Reinstatement of dividends at appropriate levels will be a fundamental element of the recovery from Covid-19.

Investment Performance

ASLIT's total assets total return is a measure of the portfolio's performance, without any effect from the structural gearing provided by the ZDP shares. In the year to 30 June 2020, the total assets total return was -26.5%, while that of the opportunity base represented by the NSCI (XIC) was -15.0%. The following paragraphs describe the main influences on ASLIT's performance.

Style

The value investment style had a significant effect on ASLIT's performance in the year to 30 June 2020. Helpful in the first half, it turned significantly adverse in the second as value stocks under-performed growth stocks in most stockmarkets around the world. The London Business School, which maintains the NSCI (XIC), also produces style analysis for the index. This showed that the value cohort lagged the growth cohort by 17% in the second half of ASLIT's financial year, which presents the most difficult start to a calendar year for the value style in the 65 year history of the NSCI (XIC). The reason for such under-performance is that, for much of the past decade as companies with secular growth prospects have been re-rated, the value cohort has become increasingly dominated by economically sensitive businesses. Among small UK quoted companies, this was to the advantage of the value style in the second half of calendar 2019, when a clearer political situation promised an improved economic outlook. However, the onset of recession has been a significant challenge to value.

Cyclicality does not mean that a company is unviable or is a poor investment. It has not prevented the value cohort of the NSCI (XIC) out-performing the index as a whole by 3% per annum over the long term since 1955. Most small UK quoted companies, while sensitive to the economy's fortunes, are well governed businesses that grow from cycle to cycle. In recent years, they have contended with the financial crisis, the euro crisis and with heightened political uncertainty, but have proved themselves resilient. The peculiarities of the present downturn mean that some small companies inevitably require refinancing, but that need not mean that the underlying businesses are unworthy of support. Indeed, as was the case in 2009, equity issues at such points can yield good investment returns. In deciding which companies to support, the Managers are cognisant of the risk of putting good money after bad.

Size

Small companies under-performed large companies in the twelve months to 30 June 2020. Within the NSCI (XIC), the size effect was negligible, with the index's smaller small companies performing in line with its mid cap constituents. As the table below sets out, ASLIT's portfolio has a greater exposure to the NSCI (XIC)'s smaller small companies. The reason for this positioning comes through in the final row of the table: these smaller small companies, whose growth prospects are superior, are much more modestly valued than their larger peers.

Market capitalisation range: < £101m £101-350m £351-600m £601-1000m > £1000m
ASLIT distribution 7% 37% 23% 21% 12%
Tracked universe distribution 2% 19% 19% 32% 28%
Tracked universe 2021 EV/EBITA 8.6x 9.1x 11.0x 12.6x 11.0x

It is notable that smaller small companies out-performed the NSCI (XIC)'s larger constituents in the second half of the financial year. This is somewhat surprising in the historical context of bear markets, but may be explained by the sharpness of the sell-off – the less liquid smaller smalls perhaps did not have time to catch up with their larger peers on the way down.

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Sector

In the second half of ASLIT's financial year, all but six of the NSCI (XIC)'s 36 sectors declined in value. The combined weight of those sectors that did rise was just 8%, which reflects that small company universe's lack of the defensive sector exposures in comparison with the FTSE 100.

However, the sector theme most pertinent to ASLIT's performance continues to be the distinction between the NSCI (XIC)'s domestically oriented constituents and its overseas earners. Since its inception, ASLIT has had a higher exposure to the former grouping. This positioning reflected the under-performance of the domestics since the EU referendum and their lower valuations, which the Managers considered likely to rise as greater political clarity emerged. There were signs of this scenario developing in the first half of the financial year. The domestically oriented part of the NSCI (XIC) outperformed the overseas earners, which helped ASLIT's performance.

All this changed in the second half of the year, as the imposition of lockdown resulted in the domestics under-performing the overseas earners by 14%. For many domestic businesses, such as retailers and leisure companies, the effect of lockdown was to reduce their revenues to zero for several months. In contrast, overseas facing companies tended to enjoy a degree of protection from a spread of geographical exposures. All else being equal, this hindered ASLIT's performance. Clearly, the impact of the virus has necessitated a recalibration of prospects, which is undertaken on a company by company basis. In general, the Managers' medium to long term assessment is that the share prices of the domestic companies have over-reacted and that value gaps have expanded. Wherever that is not the case, the position is reduced. At the end of June, ASLIT retained its domestic skew, with a weighting of 57%, compared with 49% for the NSCI (XIC).

Balance sheets

The table below shows the balance sheet profile of the portfolio and of the tracked universe at the start of the financial year. The portfolio had less exposure to companies with net cash and to companies with leverage (i.e. net debt over EBITDA) above 2x. Conversely, it was over-weight companies with more modest leverage of below 2x. This analysis shows that, before entering the Covid-19 period, the portfolio was not exposed to a series of weakly financed companies. Therefore, all else being equal, the managers would not have expected balance sheets to influence returns once effects of the virus and the recession took hold in the second half.

Based on 2019 estimates Net cash Net debt/EBITDA < 2x Net debt/EBITDA > 2x Loss makers
ASLIT 22% 60% 18% 0%
Tracked universe 29% 39% 27% 5%

However, all else was not equal – Covid-19 and the recession have changed much. The unique nature of the downturn has exposed balance sheets that the Managers had not considered at risk. Given the economic sensitivity of the portfolio, it is likely that ASLIT's performance in the second half of the financial year was influenced by the impact of lockdown on leverage. The share price falls of companies confronted by a liquidity squeeze are likely to have been compounded by concerns that additional equity funding would be required. Echoing the experience of the rescue rights issues in 2009, these circumstances can represent profitable opportunities to deploy additional capital in companies that were already on attractive valuations.

Corporate Activity

The period since the onset of Covid-19 has been busy in terms of corporate activity, though mostly in the form of equity issues. In the early stages of the outbreak, issuance took the form of non pre-emptive placings, the ceiling for which was raised temporarily to 20% of issued share capital. The nine to ten weeks required to produce a prospectus – no doubt complicated by working-from-home – meant that bigger raises, in the form of rights issues and placings with open offers, began in June. From the virus's outbreak to the end of June, 28 constituents of the NSCI (XIC) had each raised at least £5m in response to Covid-19, with a total of £2.7bn additional equity issued. Greater sums have been raised outside the index, with FTSE 100 companies also under pressure. Among the small caps, some of the equity issues have been more opportunistic than others. The Managers have prioritised those companies with good prospects beyond the recession, with attractive valuations and with the greatest need for additional capital. So far, ASLIT has supported three equity issues.

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Meanwhile, Covid-19 has restrained other forms of corporate activity. Since the end of December, there were four new listings likely to be eligible for the NSCI (XIC), though ASLIT did not participate in any. In terms of takeovers, seven deals for NSCI (XIC) constituents were announced. ASLIT owned one of these, which was acquired by private equity on attractive terms that were struck before Covid-19. The sharp falls in share prices and valuations might elicit further opportunistic interest from private equity and others. It may prove in ASLIT's better long term interests to resist takeover approaches unless they are struck at appropriate valuations. In this regard, one of the equity issues in the period is relevant. It was part funded by private equity taking a 27% stake in the company. This unusual move reflects the particularly attractive valuations on offer among small caps – private equity is keen to take advantage of them, but existing shareholders are unwilling to lose their interest in a business with good prospects but a depressed share price. Similar deals have been undertaken in the US, but it remains to be seen whether there is lasting appeal in the UK beyond the Covid-19 crisis period.

Income

Whereas share prices adjusted quickly to the impact of Covid-19, ASLIT's income account felt the effects more slowly. The portfolio's dividend experience was on track into March, until the implications of lockdown became clear to the boards of investee companies. This precipitated what was to become a flood of announcements of future dividend cuts and cancellations of previously announced distributions – extraordinary events without precedent in Aberforth's experience. Half way through 2020, it is almost certain to be the worst calendar year for UK dividends – both small and large cap – in the post war period. A decline across the entire UK stockmarket of around 40% is likely in 2020, while a drop of around 60% is plausible for the NSCI (XIC). In 2009, previously the worst year for small company distributions, the decline was "just" 22%.

ASLIT has felt the force of the cuts. The table below analyses the portfolio's anticipated income experience in what is likely to be the harshest calendar year for dividends, 2020. Companies are categorised on the basis of ex dividend dates. It illustrates that only 36 of the 69 holdings are likely to pay a dividend in the period.

Cut to zero Other cuts Unchanged Higher
33 19 3 14

As the chairman described in his statement, ASLIT's June year end means that the impact of these cuts is spread over two financial years. It will not be until February or March 2021, when many investee companies announce their final dividends, that the trajectory of the recovery will become clear. During the financial crisis, dividends fell in 2009 and promptly started their recovery in 2010. It is to be hoped that a similar experience can be forthcoming in the current downturn. Given how far dividends are likely to fall in 2020 and therefore how low the base will be, it is reasonable to expect a quick recovery that can begin in calendar 2021. However, it is necessary to acknowledge other influences on dividends at the current time, such as access to official liquidity schemes and political or social pressure. The Managers are actively engaged with company boards to understand the influences on future dividend decisions and, where appropriate, to encourage a return to the dividend register. Meanwhile, it may be possible to tilt the portfolio towards companies that continue to pay dividends, but such opportunities must be evaluated alongside the capital upside available.

Turnover

Portfolio turnover in the year to 30 June 2020 was 26%, up from 12% in the corresponding period twelve months earlier. There was an element of involuntary activity, as a result of the sales of companies that have grown too large for the NSCI (XIC) or of takeovers. Adjusting for these, underlying turnover in the financial year was 20%.

Active share

Active share is a measure of how different a portfolio is from an index. It is calculated as half of the sum of the absolute differences between each stock's weighting in an index and its weighting in the portfolio. A higher active share would indicate that a portfolio has a higher chance of performing differently from the index, for better or worse. The Managers target a ratio of at least 70%. At the end of June, ASLIT's active share in relation to the NSCI (XIC) was 78%.

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Managers' Report

Valuations

Even before the impact of Covid-19, portfolio valuations were attractive in a historical context. The sell-off has seen valuations reach extreme levels. At the end of March, the historical price earnings ratio (PE) was 6.3x. The table below shows that it had risen to 6.7x by the end of June, as share prices rebounded and companies started to report earnings affected by recession. The historical PE will rise more meaningfully over coming months as the downturn is fully reflected in earnings, before falling in subsequent periods as companies' cost actions combine with higher demand to drive profits sharply higher. Recoveries from recession are always uneven and difficult to forecast accurately – this time will be no different. However, the portfolio's 6.7x multiple at the end of June suggests that there is significant margin of safety in the valuation to accommodate an uneven recovery. Over the 30 years of Aberforth's longest standing portfolio, a historical PE this low has only been seen once before, during the financial crisis, while the average multiple over the three decades is 11.7x.

ASLIT's PE was 35% lower than that of the NSCI (XIC) at the end of June. This compares with a discount of 31% twelve months earlier and a 30 year average discount for Aberforth's longer standing portfolios of 14%. This degree of relative cheapness reflects how out of favour the value investment style is at the current time. The gap between the average valuations of value stocks and growth stocks is particularly stretched in stockmarkets around the world, perhaps most obviously in the US as a small number of technology stocks have led NASDAQ to an all-time high.

The table also sets out average historical dividend yields for ASLIT's portfolio and for the NSCI (XIC). These do not yet fully reflect the widespread dividend cuts noted previously in this report. As these feed through over coming months, dividend yields will decline from the levels shown in the table. Regrettably, equities have lost dividend yield as a valuation anchor for the time being – investors in many companies are not being "paid to wait".

Portfolio Characteristics 30 June 2020 30 June 2019
ASLIT NSCI (XIC) ASLIT NSCI (XIC)
Number of companies 69 330 65 349
Weighted average market capitalisation £513m £760m £605m £883m
Price earnings ratio or PE (historic) 6.7x 10.3x 9.6x 13.8x
Dividend yield (historic) 4.9% 2.4% 5.0% 3.2%
Dividend cover 3.0x 4.1x 2.1x 2.2x

The following table sets out the portfolio's prospective valuation, using the Managers' preferred metric of EV/EBITA (enterprise value divided by earnings before interest, tax and amortisation). The ratios are the accumulation of bottom-up forecasts for each company in the portfolio and tracked universe, but these forecasts are influenced by a broad macro-economic framework. The Managers assume that lockdown lasts into the third quarter – allowing economic activity to start to pick up – and that any second wave does not lead to the re-imposition of national lockdowns. Into 2021, it is assumed that the recovery continues, helped by the low base effect. However, profits are not expected to return to their pre-Covid-19 state until 2022. Overseas economies are a further complication and it is unlikely that these assumptions will prove fully accurate, but the framework helps the flow of capital from companies offering less value to those offering more.

Overall, the portfolio remains more modestly valued than the tracked universe as a whole and than the growth stocks. The discount is narrower in 2020, the year which bears the brunt of the recession, before expanding in the subsequent two years as recovery is anticipated to come through.

EV/EBITA 2020 2021 2022
ASLIT 12.8x 8.9x 6.6x
Tracked universe (253 stocks) 14.8x 10.9x 8.6x
- 47 growth stocks 21.8x 16.0x 13.0x
- 206 other stocks 13.1x 9.7x 7.6x

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Outlook & Conclusion

Covid-19 has cost thousands of lives and the threat of subsequent waves of the virus remains. It has also challenged societies and economies. Beyond its direct financial impact, lockdown has exacerbated pre-existing issues, such as relations between the US and China, tensions within the US during an election year, existential questions for the Eurozone and populist unrest. Monetary and fiscal support programmes have mitigated the initial economic damage, but the extent of the eventual recovery in demand is uncertain: unemployment is likely to rise as businesses cut costs once furlough schemes end, which may affect the willingness of households to run high savings ratios back down.

Prospects for the UK seem particularly unclear. This is reflected in sterling's leadership in the foreign exchange unpopularity contest, with 7% drops against both the dollar and the euro since the end of December. Several of the attributes that have made the UK an attractive economy in which to invest seem under threat. Dividends have been slashed, pre-emption limits have been relaxed, the government has greater influence on the corporate sector and rules are being set informally without clear legislation. As temporary adjustments to cope with the impact of Covid-19, these are understandable, though a greater role for fiscal spending was likely even before the onset of the virus. The concern is that they herald more lasting changes at a time when the UK's future relationship with Europe and the future openness of its economy are moot.

Of course, these are risks – they may not come to pass. Indeed, it is rare that the stockmarket does not have something to worry about. Admittedly, Covid-19 is a different type of risk compared with others experienced in recent years. At least in its early stages, its pathology was unquantifiable, and nothing shortens investment horizons like being forced to contemplate mortality. However, the world's reaction to the disease serves as a good reminder of where people – their efforts structured through societies and companies – excel. The significant advances in the understanding of Covid-19 in just a handful of months, along with economically costly but effective measures to control its spread, demonstrate human adaptability and ingenuity. Notwithstanding current outbreaks in parts of the US, it is not unreasonable to believe that any subsequent waves of the disease can be much less severe than the initial outbreak.

In the meantime, it is clear that the virus has affected companies' prospects, some more than others. However, it is also clear that share prices have swiftly adjusted, some more than others. In the Managers' estimation, many in the NSCI (XIC) and further afield have overreacted. Sentiment towards inherently profitable businesses, confronted by an extraordinary set of circumstances, has been damaged by fears for their very survival. This has taken valuations to extreme levels. In the case of portfolios managed by Aberforth, despite the rebound from the mid March lows, valuations remain towards their most attractive in thirty years, in both absolute terms and relative to the NSCI (XIC). While not belittling what it has taken to get to this point, history suggests that starting valuations such as these tend to be associated with stronger returns over subsequent years. Another lesson of past bear markets is that the recovery is usually led by those that have suffered most on the way down: ASLIT's value style and skew towards smaller small companies should thus bode well.

Beyond the medium term recovery period, a familiar controversy looms. The outcome of the financial crisis proved deflationary, as austerity strategies were promptly implemented and as extraordinary monetary policies boosted asset prices but not consumer prices. A dozen years on, quantitative easing and other monetary tools are back in force, but the substantial fiscal stimulus has come against a backdrop of populist pressure. It is not clear that today's governments will prioritise austerity as their predecessors did. With the deflationary impetus from globalisation also in question, there would appear to be heightened prospects of an inflationary outcome. Inflation – or perhaps even merely the fear of it – would fundamentally challenge the investment strategies that have prospered for more than a decade. In turn, those that have struggled – such as the value style within equities – should find renewed interest. Given the valuation relationships described above, investors in general see little to no chance of this outcome. For the value investor, whose discipline is to embrace what others shun, this represents opportunity.

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Managers' Report

The extreme valuations, together with confidence in the continued relevance and profitability of the portfolio's companies, give the Managers confidence in the outlook for total returns from ASLIT's portfolio. The likely contribution from income is diminished compared with expectations at inception, but prospects for capital appreciation are encouraging. This has motivated the Managers to continue to add to their own shareholdings in ASLIT. It has been a difficult period, but the outlook is far from bleak.

Aberforth Partners LLP
Managers
29 July 2020

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As at 30 June 2020

Thirty Largest Investments

No. Company £'000 % of Total Business Activity
1 CMC Markets 7,568 5.0 Financial derivatives dealer
2 Keller 5,480 3.6 Ground engineering services
3 Morgan Advanced Materials 5,309 3.5 Manufacture of carbon & ceramic materials
4 Brewin Dolphin Holdings 5,033 3.3 Private client fund manager
5 Vesuvius 4,603 3.0 Metal flow engineering
6 TI Fluid Systems 4,217 2.8 Automotive parts manufacturer
7 Reach 4,119 2.7 UK newspaper publisher
8 Wincanton 3,949 2.6 Logistics
9 Paypoint 3,800 2.5 Alternative payment services
10 Bloomsbury Publishing 3,791 2.5 Independent publishing house
Top Ten Investments 47,869 31.5
11 Anglo Pacific Group 3,779 2.5 Natural resources royalties
12 Rathbone Brothers 3,546 2.3 Private client fund manager
13 Essentra 3,480 2.3 Filters & packaging products
14 Eurocell 3,426 2.3 Manufacture of UPVC building products
15 Forterra 3,308 2.2 Manufacture of bricks
16 McKay Securities 3,200 2.1 Property - London & South East offices
17 Castings 3,180 2.1 Engineering - automotive castings
18 Vistry Group 3,150 2.1 Housebuilding
19 Sabre Insurance Group 3,009 2.0 Car insurance
20 RM 2,974 2.0 IT services for schools
Top Twenty Investments 80,921 53.4
21 TT Electronics 2,928 1.9 Sensors & other electronic components
22 Vitec Group 2,800 1.8 Photographic & broadcast accessories
23 Rank Group 2,766 1.8 Multi-channel gaming operator
24 Bakkavor Group 2,651 1.7 Food manufacturer
25 Vectura Group 2,617 1.7 Inhaled pharmaceuticals - respiratory specialism
26 Redde Northgate 2,586 1.7 Van rental
27 Ultra Electronics Holdings 2,464 1.6 Specialist electronic & software technologies
28 Wilmington Group 2,210 1.5 Business publishing & training
29 Drax Group 2,185 1.4 Electricity generation
30 Zegona Communications 2,140 1.4 Telecommunications
Top Thirty Investments 106,268 69.9
Other Investments (39) 45,731 30.1
Total Investments 151,999 100.0
Net Liabilities (52,047)
Total Net Assets 99,952

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Investment Portfolio

As at 30 June 2020

Sector/Security Business Activity Value £'000 % of Total Investments
Oil & Gas Producers 1,394 0.9
Genel Energy Oil & gas exploration & production 1,327 0.9
Pharos Energy Oil & gas exploration & production 67
Mining 6,644 4.4
Anglo Pacific Group Natural resources royalties 3,779 2.5
Centamin Gold miner 1,650 1.1
Kenmare Resources Miner of titanium minerals 1,215 0.8
Construction & Materials 13,260 8.7
Eurocell Manufacture of UPVC building products 3,426 2.3
Forterra Manufacture of bricks 3,308 2.2
Keller Ground engineering services 5,480 3.6
SIG Specialist building products distributor 1,046 0.6
Aerospace & Defence 3,911 2.6
Senior Aerospace & automotive engineering 1,447 1.0
Ultra Electronics Holdings Specialist electronic & software technologies 2,464 1.6
Electronic & Electrical Equipment 8,237 5.4
Morgan Advanced Materials Manufacture of carbon & ceramic materials 5,309 3.5
TT Electronics Sensors & other electronic components 2,928 1.9
Industrial Engineering 10,583 6.9
Castings Engineering - automotive castings 3,180 2.1
Vesuvius Metal flow engineering 4,603 3.0
Vitec Group Photographic & broadcast accessories 2,800 1.8
Industrial Transportation 3,949 2.6
Wincanton Logistics 3,949 2.6
Support Services 15,945 10.5
Connect Group Newspaper distribution 624 0.4
Essentra Filters & packaging products 3,480 2.3
PageGroup Recruitment 1,454 1.0
Paypoint Alternative payment services 3,800 2.5
Redde Northgate Van rental 2,586 1.7
RPS Group Energy & environmental consulting 1,432 0.9
Speedy Hire Plant hire 1,059 0.7
SThree Recruitment 1,510 1.0
Automobiles & Parts 4,217 2.8
TI Fluid Systems Automotive parts manufacturer 4,217 2.8
Food Producers 4,370 2.8
Bakkavor Group Food manufacturer 2,651 1.7
Devro Sausage casings 1,719 1.1
Household Goods & Home Construction 5,771 3.8
Crest Nicholson Housebuilding 984 0.6
Headlam Group Distributor of floor coverings 1,637 1.1
Vistry Group Housebuilding 3,150 2.1
Pharmaceuticals & Biotechnology 2,617 1.7
Vectura Group Inhaled pharmaceuticals - respiratory specialism 2,617 1.7
Food & Drug Retailers 457 0.3
McColl's Retail Group Retailing - convenience stores 457 0.3

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Investment Portfolio

As at 30 June 2020

Sector/Security Business Activity Value £'000 % of Total Investments
General Retailers 8,241 5.4
Card Factory Retailing - greetings cards 1,073 0.7
DFS Furniture Furniture retailer 1,693 1.1
Halfords Group Automotive & cycling products retailer 1,916 1.3
Lookers Motor vehicle retailer 718 0.5
Pets at Home Group Pet food, products & services retailer 483 0.2
Topps Tiles Ceramic tile retailer 1,638 1.1
Vivo Energy Fuel and lubricant distribution and sale 720 0.5
Media 13,683 9.0
Bloomsbury Publishing Independent publishing house 3,791 2.5
Centaur Media B2B publishing 854 0.6
Moneysupermarket.com Price comparison websites 789 0.4
Reach UK newspaper publisher 4,119 2.7
STV Group Multi-channel digital media 1,920 1.3
Wilmington Group Business publishing & training 2,210 1.5
Travel & Leisure 7,559 5.0
Go-Ahead Group Bus & rail operator 1,683 1.1
Hollywood Bowl Operator of bowling centres 417 0.3
Hostelworld Group Hostel booking platform 1,230 0.8
Rank Group Multi-channel gaming operator 2,766 1.8
Stagecoach Group Bus & rail operator 1,463 1.0
Fixed Line Telecommunications 2,140 1.4
Zegona Communications Telecommunications 2,140 1.4
Electricity 2,185 1.4
Drax Group Electricity generation 2,185 1.4
Nonlife Insurance 4,190 2.8
Hastings Group UK motor insurer 1,181 0.8
Sabre Insurance Group Car Insurance 3,009 2.0
Life Insurance 2,842 1.9
Chesnara Life insurance 1,995 1.3
Hansard Global Life assurance savings products 847 0.6
Real Estate Investment & Services 1,798 1.2
U and I Group Property - investment & development 1,798 1.2
Real Estate Investment Trusts 4,679 3.1
Capital & Regional Property - shopping centres 54
McKay Securities Property - London & South East offices 3,200 2.1
RDI REIT PLC Property - retail & commercial 1,425 1.0
Financial Services 20,353 13.4
Amigo Holdings Guarantor lender 189 0.1
Brewin Dolphin Holdings Private client fund manager 5,033 3.3
CMC Markets Financial derivatives dealer 7,568 5.0
International Personal Finance Home credit provider 1,448 1.0
Non-Standard Finance Home credit provider 442 0.3
Provident Financial Personal credit provider 2,127 1.4
Rathbone Brothers Private client fund manager 3,546 2.3
Software & Computer Services 2,974 2.0
RM IT services for schools 2,974 2.0
Total Investments 151,999 100.0

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Other Portfolio Information

Summary of Investment Transactions

For the year to 30 June 2020

Purchases Cost £'000 Sales Proceeds £'000
Provident Financial 5,169 Ultra Electronics Holdings 6,203
Rathbone Brothers 3,499 KCOM Group 4,750
Card Factory 3,040 Huntsworth 4,565
Speedy Hire 2,963 Spirent Communications 4,518
Amigo Holdings 2,781 Dunelm Group 4,513
CMC Markets 2,561 Assura 4,208
Vectura Group 2,524 Pets at Home Group 4,169
Senior 2,271 Speedy Hire 3,215
Hostelworld Group 2,168 Hansteen Holdings 2,495
Ultra Electronics Holdings 2,152 RM 2,449
Zegona Communications 1,974 SThree 1,956
Bakkavor Group 1,772 Rank Group 1,582
Kenmare Resources 1,475 DFS Furniture 1,472
PageGroup 1,326 Low & Bonar 1,293
Genel Energy 1,207 Just Group 1,247
Crest Nicholson 1,180 Capital & Regional 1,173
Centamin 1,168 Air Partner 1,128
Hastings Group 1,151 Vistry Group 1,060
TI Fluid Systems 1,059 Go-Ahead Group 937
Wilmington Group 988 Restaurant Group 726
Other Purchases 13,486 Other Sales 3,468
Total Cost of Purchases 55,914 Total Proceeds of Sales 57,127

FTSE Industry Classification Exposure Analysis

Sector 30 June 2019 → Net Purchases/ (Sales)¹ £'000 Net Appreciation/ (Depreciation)¹ £'000 30 June 2020 →
Portfolio Weight % Portfolio Valuation £'000 Portfolio Weight % Portfolio Weight %
Oil & Gas 0.7 1,574 1,133 (1,313) 1,394 0.9
Basic Materials 2.5 5,375 2,848 (1,579) 6,644 4.4
Industrials 37.8 80,819 (51) (24,882) 55,886 36.8
Consumer Goods 7.5 15,978 3,707 (5,328) 14,357 9.4
Health Care 2,524 93 2,617 1.7
Consumer Services 28.2 60,237 (9,111) (21,185) 29,941 19.7
Telecommunications 2.1 4,489 (2,775) 426 2,140 1.4
Utilities 0.7 1,430 387 368 2,185 1.4
Financials 16.2 34,528 7,059 (7,726) 33,861 22.3
Technology 4.3 9,151 (6,934) 757 2,974 2.0
100.0 213,581 (1,213) (60,369) 151,999 100.0

¹ Includes transaction costs.

18 Strategic Report
Aberforth Split Level Income Trust plc


Other Portfolio Information

FTSE Index Classification Exposure Analysis

Index Classification Number of Companies 30 June 2019 Portfolio Valuation £'000 Weight % Number of Companies 30 June 2020 Portfolio Valuation £'000 Weight %
FTSE 100
FTSE 250 21 86,681 40.6 21 54,633 35.9
FTSE SmallCap 34 99,871 46.7 37 78,080 51.4
FTSE Fledgling 4 4,632 2.2 4 2,782 1.8
Other 6 22,397 10.5 7 16,504 10.9
65 213,581 100.0 69 151,999 100.0

Other Business Information

Company Status

The Company is a closed-ended investment trust listed on the London Stock Exchange and an Alternative Investment Fund under the Alternative Investment Fund Managers (AIFM) Directive. The Company has been approved by HM Revenue & Customs as an investment trust from 3 July 2017 subject to the Company continuing to meet the eligibility conditions. The Company will continue to conduct its affairs as an investment trust. Furthermore, the Company is an investment company as defined within the meaning of Section 833 of the Companies Act 2006.

Board Diversity

The Board's diversity policy recognises the importance of diversity in its broadest sense (including skills, experience, gender and tenure) in enabling it to fulfil the present and future needs of the Company. The policy is always to appoint the best person for the role. Brief biographical details of the Board are shown on page 20. In respect of gender representation, as at 30 June 2020, there were four male directors and one female director.

Environmental, Human Rights, Employee, Social Community Issues

The requirement to detail information about environmental matters, human rights, social and community issues does not apply to the Company as it has no employees, all Directors are non-executive and it has outsourced its functions to third party service providers. The Company's and the Managers' approach to environmental, social and governance matters is set out within the Corporate Governance Report on page 27.

The Strategic Report, contained on pages 1 to 19, has been approved by the Board of Directors on 29 July 2020 and signed on its behalf by:

Angus Gordon Lennox
Chairman

Strategic Report
Aberforth Split Level Income Trust plc


Governance Report

Board of Directors

Angus Gordon Lennox (Chairman)

Appointed: 19 April 2017

Shareholding in the Company: 419,738 Ordinary Shares

Angus Gordon Lennox is a member of the Audit Committee. He has an extensive knowledge of the investment industry with 23 years at Cazenove, latterly J.P. Morgan Cazenove, where he was a managing director and Head of the Investment Companies Department. He held this position until 2010 when he retired. Angus is also the executive chairman of two family businesses, chairman of The Mercantile Investment Trust plc and senior independent director of Securities Trust of Scotland plc.

Graeme Bissett

Appointed: 19 April 2017

Shareholding in the Company: 34,724 Ordinary Shares and 6,000 ZDP Shares

Graeme Bissett is chairman of the Audit Committee and is a chartered accountant. He was a senior partner of Arthur Andersen LLP, with responsibility for its corporate finance and audit practices in Scotland from 1990 to 1998. Graeme has previously served as non-executive chairman of Macfarlane Group plc. Graeme has also previously served as finance director of international groups and as a non executive director on a number of private company boards. Graeme is a non-executive director with Smart Metering Systems plc and his other current board appointments comprise Cruden Holdings Ltd, Calnex Solutions Limited and Anderson Strathern LLP. He is a Member of Court at the University of Glasgow, a trustee of the Scottish Association of Citizens Advice Bureaux, and a Trustee of the Entrepreneurial Scotland Foundation.

Dominic Fisher OBE

Appointed: 19 April 2017

Shareholding in the Company: 152,934 Ordinary Shares

Dominic Fisher is a member of the Audit Committee. He was a director of Aberforth Geared Income Trust plc from 2010 to 2017. He is the founder of Thistledown Investment Management Ltd and has worked as an investment manager since 1989. From 1992 to 2001 he worked for Mercury Asset Management (subsequently Merrill Lynch Investment Managers), heading the charities division responsible for management of £2.4 billion of funds and was a member of the smaller companies team.

Lesley Jackson

Appointed: 24 April 2019

Shareholding in the Company: 32,728 Ordinary Shares

Lesley Jackson is a chartered accountant, qualifying with KPMG. She was the Group Chief Financial Officer ('CFO') for Stock Spirits PLC from 2011 to 2018. She has previously served as the Group CFO for William Grant & Sons, and as Group CFO of United Breweries (an Indian listed public company). She is a non-executive Director of Devro plc and also serves as a Governor on the Federation of Victoria School and Cherry Oak School, special needs schools in South Birmingham.

Graham Menzies

Appointed: 19 April 2017

Shareholding in the Company: 348,036 Ordinary Shares (Beneficial) and 62,835 (Non-beneficial)

Graham Menzies was a director of Aberforth Geared Income Trust plc from 2010 to 2017. He was group chief executive of Adwest Automotive plc until 1999 and group chief executive of Senior plc until 2008. He has been a non-executive director on several industrial company boards, including five public companies and four private companies.

Governance Report

Aberforth Split Level Income Trust plc


Directors' Report

The Directors present their Annual Report and the audited financial statements for the year to 30 June 2020.

Directors

The Directors of the Company during the year to 30 June 2020 are listed on page 20. Further information about the Board can be found in the Corporate Governance Report, which forms part of this Directors' Report. It is the responsibility of the Board to ensure that there is effective stewardship of the Company's affairs. In common with the majority of investment trusts, the Company has neither executive directors nor any employees. However, the Board has engaged external firms to undertake the investment management, secretarial, depositary and custodial activities of the Company.

Details of Directors' remuneration and shareholdings are shown within the Directors' Remuneration Report on pages 33 and 34.

Objective, Investment Policy, Investment Strategy, Risks and Dividend Policy

These are explained fully on pages 1, 4, 5 and 23.

Return and Dividends

The total return attributable to Ordinary Shareholders for the year to 30 June 2020 amounted to a loss of £56,599,000 (2019: loss of £25,432,000). As at 30 June 2020 the Net Asset Value per Ordinary Share was 52.54p (2019: 86.70p) and per ZDP Share was 110.48p (2019: 106.63p).

Your Board is pleased to declare a second interim dividend of 2.71p (total of £5,156,000), which produces total dividends for the year to 30 June 2020 of 4.22p (total of £8,029,000). The second interim dividend has an ex dividend date of 6 August 2020 and will be paid on 28 August 2020 to Ordinary Shareholders on the register at the close of business on 7 August 2020. The first interim dividend of 1.51p (total of £2,873,000) per Ordinary Share was paid on 6 March 2020.

Managers

Aberforth Partners LLP (the firm, Managers or Aberforth) act as Alternative Investment Fund Manager and Secretaries to the Company. The business was established in 1990 to provide institutional and wholesale investors with a high level of resources focused exclusively on small UK quoted companies and deployed in accordance with a value investment philosophy.

At 30 June 2020, funds under management were £1.4 billion, of which 76% was represented by investment trusts, 7% by a unit trust and 17% by segregated charity funds. All these funds are managed in line with the value philosophy applied to the Company's portfolio. The Managers believe that diseconomies of scale come with managing too much money within an asset class such as small UK quoted companies. Accordingly, they impose a ceiling on funds under management, which in normal circumstances would be equivalent to 1.5% of the total market capitalisation of the NSCI (XIC) benchmark. Consistent with this, current capacity is circa £300 million of funds under management.

The firm is wholly owned by seven partners. Six are investment managers, with the investment team completed by one other who is not currently a partner. Analytical responsibilities are divided by stockmarket sector among the investment managers, but investment decisions and portfolio management are undertaken on a collegiate basis by the full team.

The investment managers are remunerated on the basis of the success of the firm and its funds as a whole. Alignment with Company's Shareholders is further enhanced by the team's meaningful investments in the Company's equity.

These services can be terminated by either party at any time by giving six months' notice of termination. Compensation would be payable in respect of this six month period only if termination were to occur sooner. Aberforth receives a management fee, calculated and payable quarterly in advance, equal to 0.1875% of the Company's Total Assets at the end of the quarter preceding that to which the fee relates. Assuming a constant level of Total Assets, this would be equivalent to 0.75% of Total Assets over the course of a year. The management fee amounted to £1,530,000 (2019: £1,690,000) in the year to 30 June 2020.

The Board reviews the Company's investment management and secretarial arrangements on an on-going basis and formally at its July meeting, where each Director completes a Managers' Evaluation questionnaire. The Board then considers the results of the questionnaire and discusses the following matters, amongst others, in its review.

  • investment performance in relation to the investment objective, policy and strategy
  • the continuity and quality of personnel managing the assets
  • the level of the management fee
  • the quality of reporting to the Board
  • the administrative services provided by the Secretaries
  • the frequency and quality of both verbal and written communications with Shareholders

Following the most recent review, the Board has formed the view that the continued appointment of Aberforth as Manager on the terms agreed is in the best interests of Shareholders.

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Aberforth Split Level Income Trust plc 21


Directors' Report

Depositary

NatWest Trustee & Depositary Services Limited carries out the duties of Depositary as specified in the Alternative Investment Fund Managers (AIFM) Directive in relation to the Company, including:

  • holding or controlling all assets of the Company that are entrusted to it for safekeeping;
  • cash monitoring and verifying the Company's cash flows; and
  • oversight of the Company and the Managers.

In carrying out such duties, the Depositary acts in the best interests of the Shareholders of the Company. The Depositary is contractually liable to the Company for the loss of any securities entrusted to it. The Depositary is also liable to the Company for all other losses suffered as a result of the Depositary's fraud, negligence and/or failure to fulfil its duties properly.

The Depositary receives an annual fee, payable quarterly in arrears, of 0.0085% of the net assets of the Company and its appointment may be terminated at any time by giving at least six months' notice. A Depositary may only be removed from office when a new Depositary is appointed by the Company.

Company Status

The Company is registered as a public limited company and is an investment company as defined by Section 833 of the Companies Act 2006. The Directors are of the opinion that the Company has conducted its affairs during the year to 30 June 2020 so as to maintain approval as an Investment Trust under section 1158 of the Corporation Tax Act 2010.

The Company has share capital consisting of Ordinary Shares and ZDP Shares. The Company is listed and its two share classes trade on the London Stock Exchange. Furthermore the Company is subject to the laws and regulations relating to UK listed companies. The Company is a member of the Association of Investment Companies (AIC).

Capital Structure

The Company has two classes of Shares. At 30 June 2020 the Company's share capital consisted of Ordinary Shares, of which 190,250,000 were issued, allotted and fully paid, and, ZDP Shares, of which 47,562,500 were issued, allotted and fully paid. The Ordinary Shares represent 80% of the Company's issued share capital and the ZDP Shares represent 20% of the Company's issued share capital. No Shares were held in treasury as at 30 June 2020.

Ordinary Shares

Ordinary Shareholders are entitled to the net assets of the Company on a winding-up, after all liabilities of the Company have been settled and the entitlements of the ZDP Shares have been met. In addition, Ordinary Shareholders will be entitled on a winding-up to receive any undistributed revenue reserves of the Company, which will be paid in the form of a pre-liquidation dividend or during the course of the liquidation, subject to all creditors of the Company having been paid out in full and even if the cover on the ZDP Shares is at the time less than one. The Company's capital structure is such that the underlying value of assets attributable to the Ordinary Shares will be geared by the rising capital entitlements of the ZDP Shares. Accordingly, the Ordinary Shares should be regarded as carrying above average risk.

Zero Dividend Preference Shares

The ZDP Shares were issued with a targeted final capital entitlement of 127.25p per ZDP Share on the planned winding-up date of 1 July 2024. This represents a redemption yield of 3.5% per annum over the life of the ZDP Shares, based on the issue price of 100p at inception on 30 June 2017. Under current legislation, the increase from the issue price of 100p to 127.25p per ZDP Share will generally be treated as a capital gain for UK tax purposes. The holders of ZDP Shares are not entitled to receive dividend payments. ZDP Shares have been recorded as a liability in the Company's Balance Sheet.

Investment Trust Status

The Company is exempt from corporation tax on capital profits, provided it qualifies as an Investment Trust. In respect of the year to 30 June 2020, the main qualifying requirements included:

  • the Company must invest in shares, land or other assets with the aim of spreading investment risk and giving members of the Company the benefit of the results of the management of its funds;
  • the Company's Shares are listed on a regulated market such as the London Stock Exchange;
  • the Company must not retain in respect of each accounting period more than 15% of its total income (for tax purposes); and
  • the Company must not be a close company.

The Company has been approved by HM Revenue & Customs as an Investment Trust for accounting periods commencing on or after 3 July 2017 subject to the Company continuing to meet the eligibility conditions. The Company intends to continue to conduct its affairs as an Investment Trust.

Duration of the Company

The Company has a planned life lasting until 1 July 2024. The Directors are required by the Company's Articles of Association to convene a general meeting of the Company on, or within the three months prior to 1 July 2024, at which a special resolution will be proposed to wind up the Company voluntarily by not later than the planned winding-up date. As these

Governance Report

Aberforth Split Level Income Trust plc


Directors' Report

arrangements are designed to ensure that the ZDP Shareholders will be entitled to realise their investment, weighted voting provisions shall apply so as to ensure that this resolution will be passed if any Shareholder votes in favour. However, before this date, the Directors will examine means whereby holders of Ordinary Shares may effectively continue their investment while allowing the ZDP Shareholders to realise their investment. The Directors may be released from the obligation to call a general meeting if a special resolution has been passed to that effect not later than 1 July 2024.

Overdraft facility

The Company has a £2 million overdraft facility with The Northern Trust Company, which is subject to an annual review. The interest rate applying to overdrawn balances is 1.5% over the UK Base Rate. In addition an arrangement fee of £2,500 was incurred in respect of the facility. During the year to 30 June 2020 the highest utilisation of the overdraft facility was £1.3 million.

Dividend Policy

The Company's dividend policy is to distribute a significant proportion of its net revenue (after payment of expenses and taxation) in the form of dividends to Ordinary Shareholders. As an investment trust the Company must not retain in respect of any accounting period an amount which is greater than 15 per cent of its income for such accounting period. Ordinary Shareholders are entitled to receive all such dividends. The holders of the ZDP Shares are not entitled to receive dividend payments. The Company's dividend policy is to pay two dividends in respect of each financial year: a first interim dividend is paid in February/March and a second interim dividend is paid in August/September. A second interim dividend is paid rather than a final dividend in order to expedite the disbursement for the benefit of Ordinary Shareholders.

Going Concern

The Audit Committee has undertaken and documented an assessment of whether it is appropriate for the Company to adopt the going concern basis of accounting. This assessment included the impact on the Company of Covid-19. The Committee reported the results of its assessment to the Board.

The Company's business activities, capital structure and borrowing facility, together with the factors likely to affect its development and performance, are set out in the Strategic Report. In addition, the Annual Report includes the Company's objectives, policies and processes for managing its capital, its financial risk, details of its financial instruments and its exposures to credit risk and liquidity risk. The Company's assets comprise mainly readily realisable equity securities, which, if necessary, can be sold to meet any funding requirements, though funding flexibility can typically be achieved through the use of the bank overdraft facility. The Company has adequate financial resources to enable it to meet its day-to-day working capital requirements.

In summary and taking into consideration all available information, the Directors have concluded it is appropriate to prepare the financial statements on a going concern basis.

Voting Rights of Shareholders

Ordinary Shareholders have the right to receive notice of, to attend and to vote at general meetings of the Company. Each Ordinary Shareholder has one vote on a show of hands and, on a poll, one vote for every Ordinary Share held. The right of Ordinary Shareholders to vote on certain resolutions on the winding-up, reconstruction or reorganisation of the Company is subject to the restrictions set out in the Articles. Votes are required to be lodged with the Company's Registrar 48 hours before a meeting (excluding non-working days). The holders of ZDP Shares do not have the right to receive notice of any general meeting of the Company or to attend or vote at any such meeting except in respect of any resolution: (i) to vary the special rights or privileges attached to the ZDP Shares; (ii) to wind up the Company. Their separate approval as a class will be required for certain proposals that would be likely to affect their position materially. The Board is pleased to offer electronic proxy voting, including CREST voting capabilities. Further details can be found in the Notice of the AGM.

Notifiable Share Interests

The Board has received notifications of the following interests in 3% or more of the total voting rights of the Company as at 30 June 2020. The percentage calculation is based on the total voting rights of 190,250,000 Ordinary Shares.

Notified interests Percentage of Voting Rights Held
Brompton Asset Management LLP 8.3%
Courtiers Asset Management 6.2%
Brooks Macdonald Asset Management Ltd 5.0%
Mr Alistair Whyte 4.0%
Mr David Ross 3.8%
Artemis Investment Management LLP 3.1%

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Aberforth Split Level Income Trust plc 23


Directors' Report

Annual General Meeting

The AGM will be held at 14 Melville Street, Edinburgh EH3 7NS at 11.00 a.m. on 29 October 2020. Shareholders are encouraged to submit their votes by proxy in advance of the meeting in case restrictions due to the Covid-19 pandemic persist and it is therefore not possible for shareholders to attend in person. The Board will continue to carefully consider the arrangements for the AGM in the light of the Government guidance and the Company will issue a regulatory news announcement which will also be posted on the Company's website if the only attendees permitted will be those required to form the quorum and allow the business to be conducted. The Notice of the Meeting and explanatory notes are set out on pages 59 to 60 of the Annual Report and Financial Statements.

The Directors consider each resolution being proposed at the AGM to be in the best interests of Shareholders as a whole and they unanimously recommend that all Shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings.

Additional information in respect of the Companies Act 2006

The following information is disclosed in accordance with Section 992 of the Companies Act 2006.

  • The Company's capital structure and voting rights are summarised on pages 22 to 23.
  • Details of the substantial Ordinary Shareholders in the Company are listed on page 23.
  • The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Board's policy is set out on page 26.
  • Amendment of the Company's Articles of Association and powers to issue on a non pre-emptive basis or buy back the Company's Shares require a special resolution to be passed by Shareholders.
  • There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements to which the Company is party that might affect its control following a takeover bid.
  • There are no agreements between the Company and its Directors concerning compensation for loss of office.

Greenhouse Gas Emissions

As the Board has engaged external firms to undertake the principal operational activities of the Company, the Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions-producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.

Bribery Act 2010

The Company does not tolerate bribery and is committed to carrying out business fairly, honestly and openly. Aberforth, the Company's Managers, have confirmed that they have anti-bribery policies and procedures in place and they do not tolerate bribery.

Modern Slavery Statement

The Company is not within scope of the Modern Slavery Act 2015 and is not, therefore, obliged to make a human trafficking statement. The Company has no employees and its supply chain consists mainly of professional advisers so is considered to be low risk in relation to this matter.

Criminal Finances Act 2017

The Company does not tolerate the criminal facilitation of tax evasion.

Post Balance Sheet Events

Since 30 June 2020 there are no post balance sheet events that would require adjustment of or disclosure in the financial statements.

Independent Auditor

Deloitte LLP has expressed its willingness to be re-appointed as Auditor and a resolution proposing its re-appointment will be put to the forthcoming Annual General Meeting.

Disclosure of Information to Auditor

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all steps that they ought to have taken as a Director to make themselves aware of any relevant audit information, and to establish that the Company's Auditor is aware of that information.

Future Developments

The future success of the Company is dependent primarily on the performance of its investments. Although the Company invests in companies that are listed or quoted in the United Kingdom, the underlying businesses of those companies are affected by various economic factors, many of an international nature. The Board's intention is that the Company will continue to pursue its investment objective and the stated investment strategy and policy.

Approved and authorised for issue by the Board of Directors

Angus Gordon Lennox

Chairman

29 July 2020

Governance Report

Aberforth Split Level Income Trust plc


Corporate Governance Report

Introduction

The Board is committed to maintaining and demonstrating high standards of corporate governance. The Board has considered the principles and provisions of the 2019 AIC Code of Corporate Governance (the AIC Code). The AIC Code addresses all the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional provisions on issues that are of specific relevance to investment trusts. The Board considers that reporting in accordance with the principles and provisions of the AIC Code provides more relevant and comprehensive information to Shareholders. The AIC Code is available on the AIC website at www.theaic.co.uk. This report forms part of the Directors' Report on pages 22 to 24.

Compliance

Throughout the year to 30 June 2020 the Company complied with the recommendations of the AIC Code except, as explained below, where the Board does not believe it appropriate to comply.

  • The Board, being small in size and composed entirely of independent non-executive Directors, has not appointed a Remuneration or a Nomination Committee. Directors' fees and the appointment of new Directors are considered by the Board as a whole.
  • The Board has decided not to nominate a Deputy Chairman or a Senior Independent Director, although the Chairman of the Audit Committee fulfils this role when necessary, for example in taking the lead in the annual evaluation of the Chairman.

The UK Corporate Governance Code includes provisions relating to the role of the chief executive, executive Directors' remuneration and the need for an internal audit function. For reasons set out in the AIC Code, the Board considers these provisions are not relevant to the Company as it is an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive Directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.

The Board

The Board is responsible for the effective stewardship of the Company's affairs. Strategic issues and all operational matters of a material nature are considered at its meetings. The Board comprises five non-executive Directors, of whom Angus Gordon Lennox is Chairman. The Board has engaged external firms to provide investment management, secretarial, depositary and custodial services. Contractual arrangements are in place between the Company and these firms.

The Board carefully considers the various guidelines for determining the independence of non-executive Directors, placing particular weight on the view that independence is evidenced by an individual being independent of mind, character and judgement. An individual may therefore be considered to be independent even though the length of service may exceed nine years. No limit on the overall length of service of any of the Directors, including the Chairman, has therefore been imposed, but the Company has a planned life of less than nine years. All Directors are presently considered to be independent. All Directors retire at the AGM each year and, if appropriate, seek re-election. Each Director has signed a letter of appointment to formalise the terms of their engagement as a non-executive Director, copies of which are available on request and at the AGM.

Meetings

The Board meets at least quarterly to review the overall business of the Company and to consider the matters specifically reserved for it. Detailed information is provided by the Managers and Secretaries for these meetings and additionally at regular intervals to enable the Directors to monitor compliance with the investment objective and the Company's investment performance and review its investment universe. Other matters reviewed by the Directors include:

  • the stockmarket environment;
  • the Company's investment activity over the quarter relative to its investment policy;
  • performance in relation to comparable investment trusts;
  • the revenue account, balance sheet and gearing position;
  • share price discount;
  • Shareholder register (including significant changes);
  • regulatory matters; and
  • relevant industry issues.

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Aberforth Split Level Income Trust plc 25


Corporate Governance Report

Annual Plan

The following highlights various additional matters considered by the Board during the reporting period.

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The following table sets out the Directors of the Company during the financial period, together with the number of Board and Committee meetings held and the number of meetings attended by each Director (whilst a Director or Committee member). There has been no change to Directors between 30 June 2020 and 29 July 2020. The Chairman of the Board, Angus Gordon Lennox, is a member of the Audit Committee in accordance with the provisions of the AIC Code. The Board believes that his knowledge and experience are a benefit to the Audit Committee.

Director Board Audit Committee
Eligible to attend Attended Eligible to attend Attended
Angus Gordon Lennox, Chairman 6 6 3 3
Graeme Bissett 6 6 3 3
Dominic Fisher 6 6 3 3
Lesley Jackson 6 6
Graham Menzies 6 6
Jonathan Cartwright, (retired as a Director on 24 October 2019) 1 1

Appointments to the Board

The Board regularly reviews its composition, having regard to the Board's structure and to the present and future needs of the Company. The Board takes into account its diversity, the balance of expertise and skills brought by individual Directors, and length of service, where continuity and experience can add significantly to the strength of the Board. The Board has not yet set diversity targets but its diversity policy is described on page 19.

Angus Gordon Lennox was appointed as Chairman at the close of the AGM held on 24 October 2019 following the retiral of Jonathan Cartwright from the Board.

Board performance and election of Directors

The Board undertakes a formal annual assessment of Directors and their collective performance on a range of issues including the Board's role, processes and interaction with the Managers. This review of the Board and the Audit Committee was conducted by way of evaluation questionnaires, the results of which were summarised and discussed in July 2020, providing valuable feedback for improving Board effectiveness and highlighting areas for further development. The appraisal of the Chairman was led by the Chairman of the Audit Committee. The Board keeps under review the need for the use of external facilitators to conduct the annual evaluation of the Board.

In line with the Board's policy all Directors, being eligible, offer themselves for election at the forthcoming AGM. The Board believes that each Director continues to be effective, bringing a wealth of knowledge and experience to the Board, and the Chairman recommends their election to Shareholders.

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Aberforth Split Level Income Trust plc


Corporate Governance Report

Directors' and Officers' Liability Insurance

The Company maintains appropriate insurance cover in respect of legal action against its Directors. The Company has also entered into qualifying third party deeds of indemnity with each Director to cover any liabilities that may arise to a third party, other than the Company, for negligence, default or breach of trust or duty. The deeds were in force during the year to 30 June 2020 and up to the date of approval of this report. The Directors are not indemnified in respect of liabilities to the Company or costs incurred in connection with criminal proceedings in which the Director is convicted or required to pay any regulatory or criminal fines.

Training and Advice

New Directors are provided with an induction programme that is tailored to the particular requirements of the appointee. Thereafter regular briefings are provided on regulatory developments that affect the Company. Directors are also encouraged to attend industry and other seminars. Directors, in the furtherance of their duties, may also seek independent professional advice at the expense of the Company. No Director took such advice during the financial year under review.

All Directors have access to the advice and services of the Company's Secretaries, Aberforth Partners LLP, who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Secretaries are also responsible for advising the Board through the Chairman on all governance matters.

Conflicts of Interest

Company directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. The Board has in place procedures for managing any actual or potential conflicts of interest. No interests conflicting with those of the Company arose during the year under review.

Risk Management and Internal Control

The Board has overall responsibility for the Company's risk management and internal control systems and for reviewing their effectiveness. The Company applies the guidance published by the Financial Reporting Council on internal controls. Internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the business objective and can provide only reasonable and not absolute assurance against material misstatement or loss. These controls aim to ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the Company's financial information is reliable. The Directors have a robust process for identifying, evaluating and managing the significant risks faced by the Company, which are recorded in a risk matrix. As part of its risk process, the Board seeks to identify emerging risks to ensure that they are effectively managed as they develop and recorded in the risk matrix. The Board considers each risk as well as reviewing the mitigating controls in place. Each risk is rated for its "likelihood" and "impact" and the resultant numerical rating determines its ranking into High, Medium or Low Risk. The principal risks faced by the Company and the Board's approach to managing these are set on page 5. This process was in operation during the reporting period and continues in place up to the date of this report. It principally involves the Audit Committee receiving and examining regular reports from the main service providers. The Board then receives a detailed report from the Audit Committee on its findings. The Directors have not identified any significant failures or weaknesses in respect of the Company's internal control systems.

Communications with Shareholders

The Board places great importance on communication with Shareholders. Directors of the Company are available to meet with any Shareholder on request. The Managers meet the larger Shareholders twice a year to provide them with a detailed report on the progress of the Company and to receive feedback. The Board receives reports from the Managers of these Shareholder meetings. The Directors may be contacted via the Secretaries whose details are shown on the Corporate Information page or through the Chairman's email address, [email protected].

Shareholders have the opportunity to attend the AGM where the Directors and Managers are available to discuss important issues affecting the Company. Proxy voting figures are available at the AGM and via the Managers' website shortly thereafter. In addition to the annual and half yearly reports, daily Net Asset Values, monthly factsheets and other relevant information are published at www.aberforth.co.uk.

Environmental, Social and Governance Matters

The Board expects good standards at the companies in which the Company is invested. In this regard, it is satisfied that the Managers consistently and proactively engage with investee companies on environmental, social and governance matters, where these are material to the investment case and therefore to the long term success of the Company. The Managers believe that sound environmental, social and governance policies make good business sense and take these

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Aberforth Split Level Income Trust plc 27


Corporate Governance Report

issues into account when investment decisions are taken. However, the Managers do not exclude companies from their investment universe purely on grounds of environmental, social and governance concerns. Instead, the Managers adopt a positive approach whereby such matters are discussed with management with the aim of improving procedures and attitudes.

UK Stewardship Code

The Board and the Managers support the UK Stewardship Code, issued by the FRC, which sets out the principles of effective stewardship by institutional investors. The Company's investment portfolio is managed by Aberforth which invests exclusively in small UK quoted companies and, as a significant investor within this asset class, has a strong commitment to effective stewardship.

The Board has reviewed, and endorses, the Managers' Stewardship Policy, which is available within the 'About Aberforth' section of the Managers' website, at www.aberforth.co.uk. The Managers have been an early adopter of the UK Stewardship Code 2020, publishing their own stewardship policy in June 2020.

Voting Policy

The Board has given discretionary voting powers to the Managers to exercise the voting rights on every resolution that is put to shareholders of the companies in which the Company is invested. The Managers vote against resolutions that they believe may damage shareholders' rights or economic interests and under normal circumstances these concerns would have been raised with directors of the company concerned. The Board receives quarterly reports from the Managers on governance issues (including voting) pertaining to investee companies. As part of the Managers' early adoption of the Stewardship Code 2020, they have published their voting and engagement framework as well as examples of voting and engagement undertaken. This can be found on their website at www.aberforth.co.uk/about-aberforth/stewardship-esg-voting.

By Order of the Board

Angus Gordon Lennox

Chairman

29 July 2020

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Aberforth Split Level Income Trust plc


Audit Committee Report

The Committee members are all independent non-executive directors who have been selected by the Board to fulfil the Committee's duties based upon their range of financial and commercial expertise. They are Graeme Bissett (Chairman), Dominic Fisher and Angus Gordon Lennox. The members' biographies can be found on page 20.

Objective

The main objective of the Committee is to provide assurance to the Board as to the effectiveness of the Company's internal controls and the integrity of its financial records and externally published results. In doing so, the Committee operates within terms of reference that have been agreed by the Board. These are reviewed annually and are available upon request. They will also be available for inspection at the AGM.

Principal Responsibilities

The Committee has been given the following principal responsibilities:

  • reviewing the Company's financial statements, the accounting policies adopted and judgemental areas;
  • ensuring that the Annual Report, taken as a whole, is fair, balanced and understandable;
  • agreeing the external Auditor's terms of appointment, determining the independence and objectivity of the Auditor and assessing the effectiveness of the audit;
  • considering whether it is appropriate for certain non-audit services to be carried out by the Auditor;
  • reviewing the effectiveness of the Company's internal control and risk management systems and monitoring the mitigating controls that have been established; and
  • monitoring compliance with the relevant statutory, regulatory and taxation requirements for a UK based investment trust that is listed on the London Stock Exchange.

The Chairman reports formally to the Board on the Committee's proceedings after each meeting.

Audit Committee Annual Plan

To assist with the various duties of the Committee, a Meeting Plan has been adopted which is reviewed annually.

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Meetings

Three meetings are usually held each year. Representatives of Aberforth, who provide the Company with secretarial services, attend all of the meetings. Deloitte LLP (Deloitte), the external Auditor, attends the meeting in July.

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Audit Committee Report

During the last reporting period the Committee focused on the areas described below.

Matter Considered and Action taken by the Committee
Financial Reporting
The Committee’s business in January 2020 was focused on the preparation and content of the Half Yearly Report, together with other aspects such as going concern, including supporting documentation from the Secretaries. The 2019 Half Yearly Report was published on 27 January 2020 and was unaudited, as is customary for half yearly reports of investment trusts.

In July 2020, the Committee received a report and supporting presentation from the external Auditor on its audit of the Annual Report and financial statements for the year to 30 June 2020. This included details of the steps taken by the Auditor to confirm the valuation and ownership of the investment portfolio and recognition of income. In addition, the Secretaries reported on the preparation of the financial results and other relevant matters. The Committee considered these reports in detail and its conclusions were further supported by the risk and controls reviews discussed below. The Chairman of the Committee had discussed the outcome of the audit process and the Annual Report with the audit partner without representatives of the Managers being present. As part of its review of the financial statements, the Committee considered the following significant issues. | |
| Significant Issue | How the issue was addressed |
| Ownership and valuation of the investment portfolio as at 30 June 2020 | The Committee reviewed the Managers’ control framework, which includes controls over valuation and ownership of investments. The appointed Depositary is responsible for holding and controlling all assets of the Company entrusted for safekeeping. Ownership of investments is verified through reconciliations by the Managers to Custodian records. The Committee reviewed internal control reports from the Company’s Custodian. The valuation of the portfolio is undertaken in accordance with the accounting policy for investments as stated in Note 1 to the financial statements. |
| Revenue recognition including dividend completeness and the accounting treatment of special dividends | The Committee reviewed the Managers’ control framework, which includes controls over revenue recognition. The Committee reviewed actual and forecast revenue entitlement at each meeting. The accounting treatment of all special dividends is reviewed by the Committee and the external Auditor. |
| Investment Trust Status | The Committee confirmed the position of the Company in respect of compliance with investment trust status at each meeting with reference to a checklist prepared by the Secretaries. The position is also confirmed by the external Auditor as part of the audit process. |
| Calculation of management fees | The Committee reviewed the Managers’ control framework, which includes controls over expenses, including management fees. The Committee reviewed management fees payable to the Manager. The external Auditor independently recalculated the management fees as part of the audit and no exceptions were reported. |
| Impact of Covid-19 on the Company | The Committee considered the impact of Covid-19 on the Company’s financial statements and the references in the Annual Report, including those contained in the ‘Principal Risks’, ‘Going Concern’ and ‘Managers’ Report’ sections. |
| The Committee read and discussed this Annual Report and concluded that, taken as a whole, it is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s performance, investment objective and strategy. As a result, the Committee agreed that it would recommend to the Board that the Annual Report be approved for publication. | |
| Going Concern and Viability Statement
The Committee received reports on going concern from the Secretaries in January and July, reflecting the guidance published by the Financial Reporting Council. The July report included assessment of the impact of Covid-19 on the Company. The content of the investment portfolio, trading activity and portfolio diversification were also discussed. After due consideration, the Committee concluded it was appropriate to prepare the Company’s accounts on a going concern basis and made this recommendation to the Board. The relatively low working capital requirements were level of liquidity of the portfolio the main factors that led to this conclusion.

The Committee also assessed the viability of the Company including, in July 2020, a series of stress tests that considered the impact of severe market downturn scenarios on Shareholders’ funds and investment income and the impact of losing investment trust status. The Committee concluded that it was appropriate to provide a Viability Statement for a five year period for the reasons set out in the Statement on page 7 and recommended adoption of the Viability Statement to the Board. | |

Governance Report

Aberforth Split Level Income Trust plc


Audit Committee Report

Matter Considered and Action taken by the Committee

Principal Risks and Controls, together with Cyber Security

The Committee carefully considered a matrix of the Company's principal risks and the mitigating controls at each meeting. In October 2019 the risks and controls were addressed in more detail. The Committee further enhanced the content of the matrix during the reporting period and this included adding references to monitoring of geopolitical risks and to the impact of Covid-19 on investment and operational risks. The procedure for identification of emerging risks was also added. The Committee believes that it continues to reflect accurately the Company's principal risks. These risks, which are detailed on page 5 of this Report have not changed significantly during the year except for the impact of Covid-19.

In October 2019 the Committee received the Managers' report on internal controls, including an assurance report issued by PricewaterhouseCoopers LLP (PwC) on the nature and effectiveness of the control framework that has been established by the Managers. A representative of PwC attended the meeting. In addition, the Committee received internal control reports from the custodian, Northern Trust, and the registrar, Link Asset Services. The Committee reviewed these reports, including the independent audit opinions thereon, and concluded that there were no significant control weaknesses or other issues that needed to be brought to the Board's attention.

The Committee continues to monitor closely the increasing risk arising from cyber threats. In October 2019, the Committee received presentations from Aberforth and their external service provider for cyber security, covering the measures that are in place to protect the Managers' systems and the Company information that these systems contain. The Committee noted the assurances that have been given about the effectiveness of control measures. It concluded that, although cyber-attack represents an increasing threat to companies and public bodies worldwide, the Company has taken all reasonable steps to ensure that appropriate protection measures are in place. Nevertheless, this threat will continue to be monitored closely.

The Committee also discussed whether there was a need for a dedicated internal audit function. It concluded that, as the Company has no employees and sub-contracts its principal operations to third party suppliers who are able to demonstrate the effectiveness of their own internal control procedures, an internal audit function is not necessary.

External Audit, Audit Planning and Audit Fees

Deloitte was appointed as the Company's auditor upon launch of the Company following a tender process. Based upon existing legislation, another tender process would not be required until 2027; however, under the Company's Articles, the Company's planned winding-up date is 1 July 2024. The Company is therefore in compliance with the provisions of "The Statutory Audit Services for Large Companies Market Investigation" (Mandatory use of competitive tender processes and audit committee responsibilities) Order 2014 as issued by the Competition & Markets Authority.

The external audit partner from Deloitte presented the detailed audit plan to the Committee in October in advance of the audit of the 2020 Annual Report. The plan set out the scope of the audit, the principal risks that would be addressed (as detailed in the Independent Auditor's Report), the timetable and the proposed fees. These amounted to £29,485, including VAT, in respect of the Annual Report. There were no non-audit activities carried out by Deloitte.

Evaluation of the Auditor

Following the completion of the audit in July 2020, the Committee reviewed the Auditor's effectiveness. The Committee acknowledged that the audit team comprised staff with appropriate levels of knowledge and experience. The Committee noted positive feedback from the Secretaries on Deloitte's performance of the audit.

Taking these factors into account, the Committee is satisfied that the external audit was carried out effectively. It has therefore recommended the re-appointment of Deloitte as the Company's auditor for the 2020/21 financial year. The Board has given its support and a proposal will be put to Shareholders at the forthcoming AGM.

Committee Evaluation

A formal internal review of the Committee's effectiveness, using an online evaluation questionnaire, was undertaken during the year. The outcome was positive with no significant concerns expressed.

Graeme Bissett
Audit Committee Chairman
29 July 2020

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Aberforth Split Level Income Trust plc 31


Directors' Remuneration Policy

This section provides details of the remuneration policy applying to the Directors of the Company. All Directors are non-executive, appointed under the terms of letters of appointment and none has a service contract. The Company has no employees. The Board has prepared this report in accordance with the requirements of the Companies Act 2006.

This policy was approved by Shareholders at the AGM held in October 2018. The policy provisions continue to apply until they are next put to Shareholders for approval, which must be at intervals not exceeding three years. This Policy, together with the Directors' letters of appointment, may be inspected at the Company's registered office.

The Board considers and determines all matters relating to the Directors' remuneration at the beginning of each financial year. A Remuneration Committee has not been formed as all of the Directors are non-executive and considered independent.

Company's Policy on Directors' Remuneration

The Company's policy is that the remuneration of the Directors should be commensurate with the duties and responsibilities of the role and consistent with the requirement to attract and retain Directors of appropriate quality and experience. No Shareholder has expressed any views to the Company in respect of Directors' remuneration. Remuneration Policy is not subject to employee consultation as the Company has no employees. It is intended that this policy will remain in place for the following financial year and subsequent periods.

The Board, at its discretion, will determine Directors' remuneration subject to the aggregate annual fee limit set out in the Company's Articles of Association. The present limit is £200,000 per annum and this may not be changed without seeking Shareholder approval. Such remuneration solely comprised Directors' fees as set out below and Directors are not eligible for any other remuneration.

The table below sets out the annual fees paid to Directors in respect of the year to 30 June 2020 and the fees payable in respect of the year to 30 June 2021. The fees payable to Directors in subsequent financial periods will be determined following an annual review.

| | Annual Fees
Year to
30 June 2020
£ | Annual Fees
Year to
30 June 2021
£ |
| --- | --- | --- |
| Chairman of the Company | 31,350 | 31,350 |
| Director and Chairman of the Audit Committee | 28,850 | 28,850 |
| Director and Member of the Audit Committee | 25,800 | 25,800 |
| Director | 24,500 | 24,500 |

Loss of Office

A Director may be removed without notice and no compensation will be due on loss of office.

Expenses

All Directors are entitled to the reimbursement of expenses paid by them in order to perform their duties as a Director of the Company.

Review of the Remuneration Policy

The Board has agreed to review the above policy at least annually to ensure that it remains appropriate.

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Aberforth Split Level Income Trust plc


Directors' Remuneration Report

Introduction

The Board presents the Directors' Remuneration Report for the year to 30 June 2020, which has been prepared in accordance with the requirements of the Companies Act 2006. An ordinary resolution for the approval of this report will be put to Shareholders at the forthcoming Annual General Meeting. The remuneration policy, which is subject to a triennial vote by Shareholders, is set out on page 32. The law requires the Company's Auditor to audit certain elements of this report and these elements are described below as "Audited". The Auditor's opinion is included in the Independent Auditor's Report on page 36.

Directors' Letters of Appointment

In accordance with the Board's policy, all Directors retire at the Annual General Meeting each year and, if appropriate, seek re-election. Accordingly, each Director has entered into a letter of appointment with the Company for an initial period to the date of the first Annual General Meeting following appointment. Subject to election/re-election by Shareholders at the Annual General Meeting and agreement by the Board, the appointment is renewed for a further period to the date of the subsequent Annual General Meeting.

The terms also provide that a Director may be removed without notice and that no compensation will be due on loss of office. The terms and conditions of appointment of Directors are available for inspection on request at the office of Aberforth Partners LLP during normal business hours and at the registered office of the Company.

The following Directors held office during the year.

Director Date of Appointment Date of re-election
Jonathan Cartwright, (retired 24 October 2019) 19 April 2017 n/a
Graeme Bissett 19 April 2017 AGM 2020
Dominic Fisher 19 April 2017 AGM 2020
Angus Gordon Lennox, Chairman 19 April 2017 AGM 2020
Graham Menzies 19 April 2017 AGM 2020
Lesley Jackson 24 April 2019 AGM 2020

Directors' Fees (Audited)

The emoluments of the Directors who served in the year from 1 July 2019 to 30 June 2020 were as follows.

Director Fees 2020 £ Fees 2019 £
Jonathan Cartwright, (retired 24 October 2019) 9,899 30,700
Graeme Bissett, Chairman of the Audit Committee 28,850 28,250
Dominic Fisher 25,800 25,250
Angus Gordon Lennox, Chairman 29,677 25,250
Graham Menzies 24,500 24,000
Lesley Jackson 24,500 4,471
143,226 137,921

Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, pension contributions or other benefits apart from the reimbursement of allowable expenses.

The following table shows the remuneration of the Directors in relation to distributions to Shareholders by way of dividends.

2020 £'000 2019 £'000 Absolute Change £'000
Total Directors' remuneration 143 138 5
Total dividends in respect of that period 8,029 8,275 (246)

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Directors' Remuneration Report

Statement of Directors' Shareholdings and Share Interests (Audited)

The Directors who held office at any time during the year to 30 June 2020 and their interests (in respect of which transactions are notifiable to the Company) in the Shares of the Company as at 30 June 2020 were as follows.

Directors Nature of Interest Share Class 30 June 2020 30 June 2019
Jonathan Cartwright, (retired Beneficial Ordinary Shares n/a 30,764
24 October 2019) Beneficial ZDP Shares n/a 13,030
Graeme Bissett Beneficial Ordinary Shares 34,724 24,000
Beneficial ZDP Shares 6,000 6,000
Dominic Fisher Beneficial Ordinary Shares 152,934 152,934
Lesley Jackson Beneficial Ordinary Shares 32,728
Angus Gordon Lennox Beneficial Ordinary Shares 419,738 419,738
Graham Menzies Beneficial Ordinary Shares 348,036 348,036
Non-beneficial Ordinary Shares 62,835 62,835

There has been no change in the beneficial or non-beneficial holdings of the Directors between 30 June 2020 and 29 July 2020. The Company has no share options or share schemes. Directors are not required to own Shares in the Company.

Consideration of Shareholders' Views and Statement of Voting

An ordinary resolution to approve the Directors' Remuneration Report is put to members at each Annual General Meeting. At the Annual General Meeting held on 24 October 2019, Shareholders, on a show of hands, passed the resolution to approve the Directors' Remuneration Report: of the 66,666,172 proxy votes, 66,532,756 (99.8%) were cast in favour and 133,416 (0.2%) were cast against. No votes were withheld. At the Annual General Meeting held on 23 October 2018, Shareholders, on a show of hands, passed the resolution to approve the Directors' Remuneration Policy: of the 65,453,408 proxy votes, 65,355,214 (99.8%) were cast in favour and 98,184 (0.2%) were cast against. No votes were withheld. To date, no Shareholders have commented in respect of the Directors' Remuneration Report or Policy.

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Performance Graph

The adjacent graph compares the performance of the Ordinary Share price with the Numis Smaller Companies Index (excluding investment companies) on a total return basis (assuming all dividends reinvested). The index has been selected since it represents the universe of companies in which the Company may invest. However, the more important influence on the share price performance of the Ordinary Shares over the Company's lifetime is likely to be its success in meeting the investment objective, as described on page 1. Specifically, the portfolio must generate a high level of income and sufficient capital growth to pay the final entitlement of the ZDP Shareholders and the costs incurred by the Company. During 2020, the Company's performance suffered from the impact of Covid-19 and for Ordinary Shareholders the additional effect of gearing from the ZDP Shares. The main influences on performance over the year are described in the Managers' Report.

Annual Statement

On behalf of the Board, I confirm that the above Directors' Remuneration Report summarises, as appropriate, for the year to 30 June 2020:

(a) the major decisions on Directors' remuneration;
(b) any substantial changes relating to Directors' remuneration made during the year; and
(c) the context in which those changes occurred and decisions have been taken.

On behalf of the Board,

Angus Gordon Lennox

Chairman

29 July 2020

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Aberforth Split Level Income Trust plc


Directors' Responsibility Statement

The Directors are required to prepare financial statements for each financial period in accordance with applicable law and regulations. The Directors are also required to prepare a Strategic Report, Directors' Report, Corporate Governance Statement and Directors' Remuneration Report.

The Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 and applicable law). Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, that disclose with reasonable accuracy at any time the financial position of the Company and that enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Annual Report is published on www.aberforth.co.uk. This website is maintained by Aberforth and its integrity is, so far as it relates to the Company, the responsibility of Aberforth. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Declaration

The Directors who were in office at the date of approving these financial statements, and who are listed on page 20, confirm to the best of their knowledge that:

  • the financial statements, which have been prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit/loss of the Company;
  • the Strategic Report includes a fair review of the development and performance of the business and financial position of the Company, together with a description of the principal risks and uncertainties that it faces; and
  • the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.

On behalf of the Board

Angus Gordon Lennox

Chairman

29 July 2020

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Aberforth Split Level Income Trust plc 35


Independent Auditor's Report

To the Members of Aberforth Split Level Income Trust plc

Opinion

In our opinion the financial statements of Aberforth Split Level Income Trust plc (the 'Company'):

  • give a true and fair view of the state of the Company's affairs as at 30 June 2020 and of its loss for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Statement of Recommended Practice issued by the Association of Investment Companies in October 2019 "Financial Statements of Investment Trust Companies and Venture Capital Trusts"; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

  • the income statement;
  • the reconciliation of movement in shareholders' funds;
  • the balance sheet;
  • the cash flow statement; and
  • the related notes 1 to 23.

The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice) and the Statement of Recommended Practice issued by the Association of Investment Companies ('SORP') in October 2019 "Financial Statements of Investment Trust Companies and Venture Capital Trusts".

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matters The key audit matter that we identified in the current year was valuation and ownership of quoted investments.
Materiality The materiality that we used in the current year was £1.00m which was determined as 1% of net assets.
Scoping Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
Significant changes in our approach There have been no significant changes in our audit approach for the current year.

Conclusions relating to going concern, principal risks and viability statement

Going concern

We have reviewed the directors' statement in note 1a to the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them and their identification of any material uncertainties to the Company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements.

We considered as part of our risk assessment the nature of the Company, its business model and related risks including where relevant the impact of the Covid-19 pandemic and Brexit, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the directors' assessment of the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors' plans for future actions in relation to their going concern assessment.

We are required to state whether we have anything material to add or draw attention to in relation to that statement required by Listing Rule 9.8.6R(3) and report if the statement is materially inconsistent with our knowledge obtained in the audit.

Going concern is the basis of preparation of the financial statements that assumes an entity will remain in operation for a period of at least 12 months from the date of approval of the financial statements.

We confirm that we have nothing material to report, add or draw attention to in respect of these matters.

Financial Report

Aberforth Split Level Income Trust plc


Independent Auditor's Report

Conclusions relating to going concern, principal risks and viability statement (continued)

Principal risks and viability statement

Based solely on reading the directors' statements and considering whether they were consistent with the knowledge we obtained in the course of the audit, including the knowledge obtained in the evaluation of the directors' assessment of the Company's ability to continue as a going concern, we are required to state whether we have anything material to add or draw attention to in relation to:

  • the disclosures on page 5 that describe the principal risks and explain how they are being managed or mitigated;
  • the directors' confirmation on page 5 that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity; or
  • the directors' explanation on page 7 as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We are also required to report whether the directors' statement relating to the prospects of the Company required by Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit.

Viability means the ability of the Company to continue over the time horizon considered appropriate by the directors.

We confirm that we have nothing material to report, add or draw attention to in respect of these matters.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation and ownership of investments
Key audit matter description The quoted investments of the Company of £152.0m (2019: £213.6m) are key to its performance and account for the majority of the total assets, 99.6% at 30 June 2020 (2019: 99.1%). Quoted investments are valued at their fair value, which is represented by the market bid price. Please see Accounting Policy 1(b) and note 11.
There is a risk that investments may not be valued correctly or may not represent the property of the Company. Given the nature and size of the balance and its importance to the entity, we have considered that there is a potential risk of fraud in this area.
How the scope of our audit responded to the key audit matter We have performed the following procedures to test the valuation and ownership of investments at 30 June 2020:
• obtained an understanding of controls over the ownership and valuation of quoted investments;
• agreed 100% of the Company's investment portfolio at the year end to confirmations received directly from the depositary, Natwest Trustee & Depositary Services Limited; and
• independently agreed 100% of the bid prices of quoted investments on the investment ledger at year end to closing bid prices published by an independent pricing source.
In addition to the procedures above carried out over the key audit matter, we have:
• tested the recording of a sample of purchases and sales of quoted investments by agreeing the transactions to supporting documentation and tracing the cash movements to bank statements; and
• reviewed the completeness and appropriateness of disclosures in relation to fair value measurements and liquidity risk.
Key observations Based on the work performed we concluded that the valuation and ownership of quoted investments is appropriate.

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Aberforth Split Level Income Trust plc 37


Independent Auditor's Report

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality £1.00m (2019: £1.65m)
Basis of determining materiality 1% (2019: 1%) of net assets
Rationale for the benchmark applied Net assets has been chosen as a benchmark as it is considered the most relevant benchmark for investors and is a key driver of shareholder value. The reduction in materiality for the 2020 audit primarily reflects the decrease in the market valuation of quoted investments

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We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2020 audit (2019: 70%). In determining performance materiality, we considered the following factors:

i. the quality of the control environment over financial reporting; and

ii. there have been no uncorrected misstatements noted in audits during prior years.

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £50,000 (2019: £33,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control and assessing the risks of material misstatement through quantitative and qualitative factors relating to each account balance, class of transactions and disclosure. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

As part of our audit, we assessed the controls in place at Aberforth Partners LLP ("the Managers and Secretaries"). We have reviewed the Service Organisation Report to assess the control environment in place and the extent relevant to our audit.

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

In this context, matters that we are specifically required to report to you as uncorrected material misstatements of the other information include where we conclude that:

  • Fair, balanced and understandable – the statement given by the directors that they consider the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
  • Audit Committee reporting – the section describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee; or
  • Directors' statement of compliance with the UK Corporate Governance Code – the parts of the Directors' statement required under the Listing Rules relating to the Company's compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R (2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.

We have nothing to report in respect of these matters.

Financial Report

Aberforth Split Level Income Trust plc


Independent Auditor's Report

Responsibilities of Directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

  • the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' and the Managers' remuneration and performance targets;
  • results of our enquiries of the Managers and the audit committee about their own identification and assessment of the risks of irregularities;
  • any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
  • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
  • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
  • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
  • the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: the valuation and ownership of quoted investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. This included the requirements of the United Kingdom's Financial Conduct Authority (FCA).

Financial Report
Aberforth Split Level Income Trust plc 39


Independent Auditor's Report

Extent to which the audit was considered capable of detecting irregularities, including fraud

Audit response to risks identified

As a result of performing the above, we identified the valuation and ownership of quoted investments as a key audit matter. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

  • reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
  • enquiring of management and the audit committee concerning actual and potential litigation and claims;
  • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
  • reading minutes of meetings of those charged with governance; and
  • in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

  • we have not received all the information and explanations we require for our audit; or
  • adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or
  • the financial statements are not in agreement with the accounting records and returns.

Directors' remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' remuneration have not been made or the part of the directors' remuneration report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

We have nothing to report in respect of these matters.

Financial Report

Aberforth Split Level Income Trust plc


Independent Auditor's Report

Other matters

Auditor tenure

Following the recommendation of the audit committee, we were appointed by the board of directors on 8 December 2017 to audit the financial statements for the period ending 30 June 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 3 years, covering the years ending 30 June 2018 to 30 June 2020.

Consistency of the audit report with the additional report to the audit committee

Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Partridge CA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Edinburgh, United Kingdom
29 July 2020

(a) The maintenance and integrity of the Aberforth Partners LLP web site is the responsibility of the partners of Aberforth Partners LLP; the work carried out by the auditor of Aberforth Split Level Income Trust plc does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Financial Report
Aberforth Split Level Income Trust plc 41


Income Statement

Year to 30 June 2020

Note Year to 30 June 2020 Year to 30 June 2019
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Net losses on investments 11 (59,879) (59,879) (31,970) (31,970)
Investment income 3 7,404 78 7,482 10,639 10,639
Investment management fee 4 (459) (1,071) (1,530) (507) (1,183) (1,690)
Portfolio transaction costs 6 (490) (490) (274) (274)
Other expenses 5 (349) (349) (357) (357)
Net return before finance costs and tax 6,596 (61,362) (54,766) 9,775 (33,427) (23,652)
Finance costs:
Appropriation to ZDP Shares 7 (1,830) (1,830) (1,764) (1,764)
Interest expense and overdraft fee 7 (1) (2) (3) (5) (11) (16)
Return on ordinary activities before tax 6,595 (63,194) (56,599) 9,770 (35,202) (25,432)
Tax on ordinary activities 8
Return attributable to Equity Shareholders 6,595 (63,194) (56,599) 9,770 (35,202) (25,432)
Returns per Ordinary Share 10 3.47p (33.22)p (29.75)p 5.14p (18.50)p (13.36)p

The Board declared on 29 July 2020 a second interim dividend of 2.71p per Ordinary Share. The Board also declared on 27 January 2020 an interim dividend of 1.51p per Ordinary Share.

The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. A Statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.

The accompanying notes form an integral part of this statement.

Financial Report

Aberforth Split Level Income Trust plc


Reconciliation of Movements in Shareholders' Funds

Year to 30 June 2020

Note Share capital £'000 Share premium £'000 Special reserve £'000 Capital reserve £'000 Revenue reserve £'000 Total £'000
Balance as at 30 June 2019 1,902 187,035 (32,592) 8,596 164,941
Return on ordinary activities after tax (63,194) 6,595 (56,599)
Equity dividends paid 9 (8,390) (8,390)
Balance as at 30 June 2020 1,902 187,035 (95,786) 6,801 99,952

Year to 30 June 2019

Note Share capital £'000 Share premium £'000 Special reserve £'000 Capital reserve £'000 Revenue reserve £'000 Total £'000
Balance as at 30 June 2018 1,902 187,035 2,610 7,673 199,220
Return on ordinary activities after tax (35,202) 9,770 (25,432)
Equity dividends paid 9 (8,847) (8,847)
Balance as at 30 June 2019 1,902 187,035 (32,592) 8,596 164,941

The accompanying notes form part of these financial statements.

Financial Report

Aberforth Split Level Income Trust plc 43


Balance Sheet
As at 30 June 2020

Note 30 June 2020 £'000 30 June 2019 £'000
Fixed assets
Investments at fair value through profit or loss 11 151,999 213,581
Current assets
Debtors 12 466 1,067
Cash at bank 18 90 1,062
556 2,129
Creditors (amounts falling due within one year) 13 (55) (51)
Net current assets 501 2,078
TOTAL ASSETS LESS CURRENT LIABILITIES 152,500 215,659
Creditors (amounts falling due after more than one year)
ZDP Shares 14 (52,548) (50,718)
TOTAL NET ASSETS 99,952 164,941
CAPITAL AND RESERVES: EQUITY INTERESTS
Share capital:
Ordinary Shares 15 1,902 1,902
Reserves:
Special reserve 17 187,035 187,035
Capital reserve 17 (95,786) (32,592)
Revenue reserve 17 6,801 8,596
TOTAL SHAREHOLDERS' FUNDS 99,952 164,941
Net Asset Value per Ordinary Share 16 52.54p 86.70p
Net Asset Value per ZDP Share 16 110.48p 106.63p

Approved and authorised for issue by the Board of Directors on 29 July 2020 and signed on its behalf by:

Angus Gordon Lennox
Chairman

Company Number: 10730910.
Registered in England and Wales.

The accompanying notes form an integral part of this statement.

Financial Report
Aberforth Split Level Income Trust plc


Cash Flow Statement

For the year to 30 June 2020

Note Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
Operating activities
Net revenue before finance costs and tax 6,596 9,775
Stock dividends 3 (477)
Tax recovered from income 110
Receipt of special dividends taken to capital 3 78
Investment management fee charged to capital 4 (1,071) (1,183)
Decrease in debtors (excluding stock dividends receivable) 918 210
Increase/(decrease) in creditors 4 (5)
Cash inflow from operating activities 6,048 8,907
Investing activities
Purchases of investments (55,646) (32,100)
Sales of investments 57,019 29,242
Cash inflow/(outflow) from investing activities 1,373 (2,858)
Financing activities
Equity dividends paid 9 (8,390) (8,847)
Interest and fees paid 7 (3) (16)
Cash outflow from financing activities (8,393) (8,863)
Change in cash during the period (972) (2,814)
Cash at the start of the period 1,062 3,876
Cash at the end of the period 90 1,062

The accompanying notes form an integral part of this statement.

Financial Report

Aberforth Split Level Income Trust plc 45


Notes to the Financial Statements

1 Significant Accounting Policies

A summary of the principal accounting policies adopted, all of which have been applied consistently throughout the period, is set out below.

(a) Basis of accounting

The financial statements have been presented under Financial Reporting Standard 102 (FRS 102) and the AIC’s Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (SORP) issued in 2019. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include the revaluation of the Company’s investments as described below. The Directors’ assessment of the basis of going concern is described on page 23. The functional and presentation currency is pounds sterling, which is the currency of the environment in which the Company operates. The Board confirms that no significant accounting judgements or estimates have been applied to the financial statements and therefore there is not a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(b) Investments

The Company’s investments have been categorised as “financial assets at fair value through profit or loss” as the Company’s business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income. Quoted investments are valued at their fair value, which is represented by the bid price. Where trading in the securities of an investee company is suspended, the investment is valued at the Board’s estimate of its fair value. Purchases and sales of investments are accounted for on trade date. Gains and losses arising from changes in fair value are included in the capital return for the period and transaction costs on acquisition or disposal of a security are expensed to the capital reserve.

(c) Income

Dividends receivable on quoted equity shares are accounted for on the ex dividend date as revenue, except where, in the opinion of the Board, the dividend is capital in nature, in which case it is treated as a return of capital. Where the Company has received its dividends in the form of additional shares rather than in cash, an amount equivalent to the cash dividend is recognised as income. Any surplus or deficit in the value of the shares received compared to the cash dividend forgone is recognised as capital. Other income is accounted for on an accruals basis.

(d) Expenses

All expenses are accounted for on an accruals basis. Expenses are charged to revenue except as follows:

  • expenses that are incidental to the acquisition and disposal of an investment are charged to capital; and
  • expenses are charged to the capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated, in which respect the investment management fee and finance costs incurred in connection with the overdraft facility have been allocated 70% to capital reserve and 30% to revenue reserve.

(e) Finance costs

The ZDP Shares are designed to provide a pre-determined capital growth from their original issue price of 100p on 30 June 2017 to a final capital entitlement of 127.25p on 1 July 2024, on which date the Company is planned to be wound up. The final capital entitlement of 127.25p per ZDP Share represents a gross redemption yield of 3.5% per annum over the life of the ZDP Shares, based on the issue price of 100p. No dividends are payable on the ZDP Shares. The provision for the capital growth entitlement of the ZDP Shares is included as a finance cost and charged to capital within the Income Statement. Finance costs incurred in connection with the overdraft facility are accounted for on an accruals basis.

(f) Capital reserve

The following are accounted for in this reserve:

  • gains and losses on the realisation of investments;
  • increases and decreases in the valuation of investments held at the period end;
  • gains on the return of capital by way of investee companies paying dividends that are capital in nature; and
  • expenses, together with the related taxation effect, charged in accordance with the above policies.

(g) Special reserve

This reserve may be treated as distributable profits for all purposes, including the payment of dividends to Ordinary Shareholders and the buy-back of shares, provided, in both cases, that the final cumulative cover of the ZDP Shares does not fall below 3.3 times immediately following any distribution to the Ordinary Shareholders from this reserve.

(h) Revenue reserve

Dividends can be funded from this reserve.

Financial Report
Aberforth Split Level Income Trust plc


Notes to the Financial Statements

2 Alternative Performance Measures

Alternative Performance Measures (APMs) are measures that are not defined under the requirements of FRS 102. The Company believes that APMs, referred to within “Financial Highlights” on page 1, provide Shareholders with important information on the Company. These APMs are also a component of the internal management reporting to the Board. A glossary of the APMs can be found on pages 56-57.

3 Income

Year to 30 June 2020 Year to 30 June 2019
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Income from investments
UK dividends 6,452 78 6,530 10,236 10,236
Overseas dividends 246 246 182 182
Property income distributions 229 229 221 221
Stock dividends 477 477
Total Income 7,404 78 7,482 10,639 10,639

During the year to 30 June 2020 the Company received seven (2019: seven) special dividends totalling £733,000 (2019: £662,000) and of these a total of £655,000 (2019: £662,000) was recorded as revenue and £78,000 (2019: £nil) was recorded as capital, in accordance with the Company's accounting policy for income.

4 Investment Management Fee

Year to 30 June 2020 Year to 30 June 2019
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Investment management fee 459 1,071 1,530 507 1,183 1,690
Total 459 1,071 1,530 507 1,183 1,690

Details of the investment management contract can be found on page 21.

5 Other Expenses

Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
The following expenses (including VAT, where applicable) have been charged to revenue:
Directors' fees (refer to Directors' Remuneration Report on page 33) 143 138
Registrar fee 35 31
Auditor's fee – Year end audit 30 28
AIC Fees 17 13
FCA and LSE listing fees 16 18
Depositary fee 16 17
Legal fees 13 16
Printing 12 10
Custody and other bank charges 11 10
Media Listings 7 8
Directors' and Officers' liability insurance 5 8
Recruitment fees 22
Other expenses 44 38
Total 349 357

Financial Report

Aberforth Split Level Income Trust plc 47


Notes to the Financial Statements

6 Portfolio Transaction costs

Expenses incurred in acquiring or disposing of investments classified at fair value through profit or loss are charged to capital and are analysed below.

Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
Analysis of total purchases
Purchase consideration before expenses 55,526 31,892
Commissions 116 65
Taxes 272 143
Total purchase expenses 388 208
Total purchase consideration 55,914 32,100
Analysis of total sales
Sales consideration before expenses 57,229 29,308
Commissions (102) (66)
Total sale proceeds net of expenses 57,127 29,242
Total transaction costs 490 274

7 Finance Costs

Year to 30 June 2020 Year to 30 June 2019
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Appropriation to ZDP Shares - 1,830 1,830 - 1,764 1,764
Overdraft facility – fee and interest 1 2 3 5 11 16
Total 1 1,832 1,833 5 1,775 1,780

8 Taxation

Analysis of tax charged on return on ordinary activities
Year to 30 June 2020 Year to 30 June 2019
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
UK corporation tax charge for the period - - - - - -

Factors affecting current tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK for a large company. The differences are explained below.

Returns on ordinary activities before tax 6,595 (63,194) (56,599) 9,770 (35,202) (25,432)
Notional corporation tax at 19% (2019: 19%) 1,253 (12,007) (10,754) 1,856 (6,688) (4,832)
Adjusted for the effects of:
Non-taxable UK dividend income (1,316) (15) (1,331) (1,945) - (1,945)
Non-taxable overseas dividend income (47) - (47) (35) - (35)
Non-taxable capital losses/(gains) - 11,377 11,377 - 6,074 6,074
Expenses not deductible for tax purposes - 93 93 - 52 52
Excess expenses for which no relief has been taken 110 552 662 124 562 686
UK corporation tax charge for the year - - - - - -
Total tax charge for the year - - - - - -

The Company has not recognised a potential asset for deferred tax of £973,000 (2019: £659,000) in respect of unutilised management expenses because it is unlikely that there will be suitable taxable profits from which the future reversal of a deferred tax asset may be deducted.

Financial Report

Aberforth Split Level Income Trust plc


Notes to the Financial Statements

9 Dividends paid

Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
Amounts recognised as distributions to equity holders:
Second interim dividend for period ended 30 June 2018 of 2.6p (paid on 31 August 2018) 4,946
Special dividend for period ended 30 June 2018 of 0.6p (paid on 31 August 2018) 1,142
First interim dividend for year ended 30 June 2019 of 1.45p (paid on 7 March 2019) 2,759
Second interim dividend for period ended 30 June 2019 of 2.71p (paid on 30 August 2019) 5,156
Special dividend for period ended 30 June 2019 of 0.19p (paid on 30 August 2019) 361
First interim dividend for year ended 30 June 2020 of 1.51p (paid on 6 March 2020) 2,873
Total 8,390 8,847

The second interim dividend for the year ended 30 June 2020 of 2.71p (2019: 2.71p) per Ordinary Share is payable on 28 August 2020, has not been recognised in the financial statements as at 30 June 2020. Deducting the second interim dividend from the Company's revenue reserves at 30 June 2020 leaves revenue reserves equivalent to 0.86p per Ordinary Share.

10 Returns per Share

Year to 30 June 2020 Year to 30 June 2019
Net return for the period £(56,599,000) £(25,432,000)
Weighted average Ordinary Shares in issue during the period 190,250,000 190,250,000
Return per Ordinary Share (29.75)p (13.36)p
Appropriation to ZDP Shares for the period £1,830,000 £1,764,000
Weighted average ZDP Shares in issue during the period 47,562,500 47,562,500
Return per ZDP Share 3.85p 3.71p

There are no dilutive or potentially dilutive shares in issue.

11 Investments held at fair value through profit or loss

Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
Investments at fair value through profit or loss
Opening fair value 213,581 242,967
Opening fair value adjustment 35,023 2,579
Opening book cost 248,604 245,546
Purchases at cost 55,526 31,892
Sale proceeds (57,229) (29,308)
Realised (losses)/gains on sales (16,001) 474
Closing book cost 230,900 248,604
Closing fair value adjustment (78,901) (35,023)
Closing fair value 151,999 213,581

All investments are in ordinary shares listed on the London Stock Exchange.

Gains/(losses) on investments:

Year to 30 June 2020 £'000 Year to 30 June 2019 £'000
Net realised (losses)/gains on sales (16,001) 474
Movement in fair value adjustment (43,878) (32,444)
Net losses on investments (59,879) (31,970)

The company received £57,229,000 (2019: £29,308,000) from investments sold in the year. The book cost of these investments was £73,230,000 (2019: £28,834,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

Financial Report

Aberforth Split Level Income Trust plc 49


Notes to the Financial Statements

11 Investments held at fair value through profit or loss (continued)

In accordance with FRS 102, fair value measurements have been classified using the fair value hierarchy:

Level 1 - using unadjusted quoted prices for identical instruments in an active market;

Level 2 - using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and

Level 3 - using inputs that are unobservable (for which market data is unavailable).

All investments are held at fair value through profit or loss, have been classified as Level 1 and are traded on a recognised stock exchange.

12 Debtors

30 June 2020 30 June 2019
£'000 £'000
Investment income receivable 347 1,055
Amounts due from brokers 108
Other debtors 11 12
Total 466 1,067

13 Creditors

30 June 2020 30 June 2019
£'000 £'000
Other creditors 55 51
Total 55 51

14 Zero Dividend Preference Shares

Year to 30 June 2020 Year to 30 June 2019
£'000 £'000
Opening balance 50,718 48,954
Issue costs amortised during the period 43 41
Capital growth of ZDP Shares 1,787 1,723
Closing balance 52,548 50,718

Expenses of £312,000 associated with the issue of the ZDP Shares have been capitalised. These are being amortised over the expected life of the ZDP Shares and charged to capital as a finance cost within the Income Statement.

15 Share Capital

30 June 2020 30 June 2019
No. of Shares £'000 No. of Shares £'000
Issued and Allotted:
Ordinary Shares of 1p each 190,250,000 1,902 190,250,000 1,902
ZDP Shares of 1p each 47,562,500 476 47,562,500 476
Total issued and allotted 237,812,500 2,378 237,812,500 2,378

Financial Report
Aberforth Split Level Income Trust plc


Notes to the Financial Statements

16 Net Asset Value ("NAV") per Share

The Net Assets and the Net Asset Value per share attributable to the Ordinary Shares and ZDP Shares are as follows:

30 June 2020 30 June 2019
Ordinary Shares ZDP Shares Total Ordinary Shares ZDP Shares Total
Net Assets attributable £99,952,000 £52,548,000 £152,500,000 £164,941,000 £50,718,000 £215,659,000
Number of Shares at the reporting date 190,250,000 47,562,500 237,812,500 190,250,000 47,562,500 237,812,500
NAV per Share (a) 52.54p 110.48p 64.13p 86.70p 106.63p 90.68p
Dividend reinvestment factor¹ (b) 1.120159 - 1.092117 1.064779 - 1.050686
NAV per Share on a total return basis at the end of the period (c) = (a) x (b) 58.85p 110.48p 70.04p 92.31p 106.63p 95.28p
NAV per Share on a total return basis at the start of the period (d) 92.31p 106.63p 95.28p 106.24p 102.93p 105.56p
Total Return performance (c) ÷ (d) -1 -36.2% 3.6% -26.5% -13.1% 3.6% -9.7%

¹ Defined in the Glossary on pages 56-57.

17 Capital and Reserves

Share capital £'000 Special reserve £'000 Capital reserve £'000 Revenue reserve £'000 Total £'000
At 30 June 2019 1,902 187,035 (32,592) 8,596 164,941
Net losses on sales of investments - - (16,001) - (16,001)
Movement in fair value adjustment - - (43,878) - (43,878)
Cost of investment transactions - - (490) - (490)
Investment management fee charged to capital - - (1,071) - (1,071)
Interest charged to capital - - (2) - (2)
ZDP Shares - Appropriation - - (1,787) - (1,787)
ZDP Shares - Amortised issue costs - - (43) - (43)
Revenue return attributable to Equity Shareholders - - - 6,595 6,595
Investment income taken to capital - - 78 - 78
Equity dividends paid - - - (8,390) (8,390)
At 30 June 2020 1,902 187,035 (95,786) 6,801 99,952
Share capital £'000 Special reserve £'000 Capital reserve £'000 Revenue reserve £'000 Total £'000
At 30 June 2018 1,902 187,035 2,610 7,673 199,220
Net gain on sales of investments - - 474 - 474
Movement in fair value adjustment - - (32,444) - (32,444)
Cost of investment transactions - - (274) - (274)
Investment management fee charged to capital - - (1,183) - (1,183)
Interest charged to capital - - (11) - (11)
ZDP Shares - Appropriation - - (1,723) - (1,723)
ZDP Shares - Amortised issue costs - - (41) - (41)
Revenue return attributable to Equity Shareholders - - - 9,770 9,770
Equity dividends paid - - - (8,847) (8,847)
At 30 June 2019 1,902 187,035 (32,592) 8,596 164,941

Subsequent to the issue of the Ordinary Shares, the Court of Session confirmed, in November 2017, the cancellation of the entire amount standing to the credit of the Share Premium account and the creation of the Special Reserve.

Financial Report

Aberforth Split Level Income Trust plc 51


Notes to the Financial Statements

18 Cash and cash equivalents

30 June 2020 30 June 2019
£'000 £'000
Handelsbanken 13 220
The Northern Trust Company 77 842
Total cash and cash equivalents 90 1,062

19 Financial instruments

The Company's financial instruments comprise its investment portfolio, cash balances, ZDP Shares, debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement, and accrued income. Note 1 sets out the significant accounting policies, including criteria for recognition and the basis of measurement applied for significant financial instruments excluding cash at bank, which is carried at fair value. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are recognised and measured.

The main risks that the Company faces arising from its financial instruments are as follows.

(i) Market price risk is the risk that the market value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency rate movement.

(ii) Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. Investment transactions are carried out with a large number of Financial Conduct Authority ('FCA') regulated brokers with trades typically undertaken on a delivery versus payment basis.

(iii) Liquidity risk is the risk that the Company will encounter difficulty raising funds to meet its cash commitments as they fall due. Liquidity risk may result from either the inability to sell financial instruments quickly at their fair values or from the inability to generate cash inflows as required.

(iv) Interest rate risk is the risk that the interest receivable/payable and the market value of investment holdings may fluctuate because of changes in market interest rates. The Company's investment portfolio is currently not directly exposed to interest rate risk. The Company's policy is to hold cash in variable rate bank accounts.

The Company's financial instruments are all denominated in sterling and therefore the Company is not directly exposed to significant currency risk. However, it is recognised that most investee companies, whilst listed in the UK, will be exposed to global economic conditions and currency fluctuations.

Market price risk

The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Managers in pursuance of the investment objective. It is not the Managers' policy to use derivatives or hedging instruments to manage market price risk.

If the investment portfolio valuation fell by 10% at 30 June 2020, the impact on the profit or loss and therefore Shareholders' funds would have been negative £15.2m (2019: negative £21.4m). If the investment portfolio valuation rose by 10% at 30 June 2020, the impact on the profit or loss and therefore Shareholders' funds would have been positive £15.2m (2019: positive £21.4m). The calculations are based on the portfolio valuation as at the balance sheet date and are not representative of the period as a whole and assume all other variables remain constant. The level of change is used as a reasonable illustration for Shareholders to assess stockmarket volatility on the investment portfolio.

As at 30 June 2020, all of the Company's financial instruments were included in the balance sheet at fair value. The investment portfolio consisted of investments valued at their bid price, which represents fair value. Any cash balances, which are held in variable rate bank accounts, can be withdrawn on demand with no penalty.

Credit risk

The Company invests in UK equities traded on the London Stock Exchange. Investment transactions are carried out with a number of FCA regulated brokers, with trades typically undertaken on a delivery versus payment basis and on a short settlement period.

The Depositary, NatWest Trustee & Depositary Services Limited, is responsible for overseeing the assets of the Company and has strict liability in certain circumstances should assets of the Company be lost. In the event of the loss of assets the Company could potentially claim against NatWest Trustee & Depositary Services Limited.

The investment portfolio assets of the Company are held by The Northern Trust Company, the Company's Custodian, in a segregated account. In the event of the bankruptcy or insolvency of Northern Trust the Company's rights with respect to the securities held by the Custodian may be delayed or limited. Cash balances can be held at Northern Trust and Handelsbanken. The Secretaries monitor the Company's risk by reviewing the credit ratings of Northern Trust and Handelsbanken. Where provided, the Secretaries also review internal control reports from these organisations. As at 29 July 2020 credit ratings for Northern Trust and Handelsbanken were considered acceptable. Outstanding investment income is reconciled to receipts on payment date.

Financial Report

Aberforth Split Level Income Trust plc


Notes to the Financial Statements

19 Financial instruments (continued)

The exposure to credit risk on the Company's financial instruments was as follows.

30 June 2020 30 June 2019
£'000 £'000
Investment income receivable (representing dividends from investee companies) 347 1,055
Amounts due from brokers 108
Other receivables 11 2
Cash and cash equivalents 90 1,062
Total 556 2,119

All of the above financial assets are current, their fair values are considered to be the same as the values shown, and the likelihood of a material credit default is considered to be low.

Liquidity risk

The Company's assets comprise mainly readily realisable equity securities, which, if necessary, can be sold to meet funding requirements, though short-term funding flexibility can typically be achieved through the use of the bank overdraft facility. These securities are all Level 1 assets, actively traded and, whilst less liquid than larger quoted companies, the portfolio is well diversified by both numbers of holdings and industry sector. The Company's current liabilities all have a remaining contractual maturity of less than three months. The ZDP Shares have a planned repayment date of 1 July 2024. The remaining contractual maturities were as follows.

30 June 2020 30 June 2019
Maturity profile of the Company's financial liabilities £'000 £'000
Due within 1 month: Accrued expenses 55 51
Due in 2 to 5 years: ZDP Shares 60,523 60,523
Total liabilities 60,578 60,574

Interest rate risk

If the bank base rate had increased by 1% point, or decreased by 0.1% point, the impact on the profit or loss and Total Equity Shareholders' Funds would be de minimis. There would be no direct impact on the portfolio valuation. The calculations are based on the cash balances as at the Balance Sheet date and are not representative of the financial period as a whole and assume all other variables remain constant. The level of change is a reasonable illustration based on current market conditions.

Capital Management Policies and Procedures

The Company's capital management objectives are to support the Company's objective and to ensure that the Company will be able to continue as a going concern. To achieve the investment objective the Board has a responsibility to ensure the Company is able to continue as a going concern and details of the principal risks and how they are managed are set out on page 5. The Board monitors and reviews the structure of the Company's capital including the extent to which revenue in excess of that which is required to be distributed should be retained. The Companies Act 2006 and Corporation Tax Act 2010 impose capital requirements on the respective ability and obligation to pay dividends. The Board monitors, and has complied with, the externally imposed capital requirements. The Company's investment objective, capital management policies and monitoring processes are unchanged during the period.

20 Contingencies, guarantees, financial commitments and contingent assets

The Company had no contingencies, guarantees, financial commitments or contingent assets as at 30 June 2020 (2019: Nil).

21 Post Balance Sheet Events

Since 30 June 2020 there are no post balance sheet events that would require adjustment of or disclosure in the financial statements.

22 Related party transactions

Under UK GAAP, the Directors have been identified as related parties and their fees and interests have been disclosed in the Directors' Remuneration Report on pages 33 and 34. During the period no Director or entity controlled by a Director was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006.

23 Company information

Aberforth Split Level Income Trust plc is a closed-ended investment company, registered in England No. 10730910, with its Ordinary Shares and ZDP Shares listed on the London Stock Exchange. The address of the registered office is Level 13, Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

Financial Report
Aberforth Split Level Income Trust plc


General Information

Financial Calendar

Dividends in respect of the year to 30 June 2020
1st Interim 2nd Interim
Rate per Ordinary Share: 1.51p 2.71p
Ex dividend date: 6 February 2020 6 August 2020
Record date: 7 February 2020 7 August 2020
Pay date: 6 March 2020 28 August 2020
Half Yearly Report Published in late January/early February
Annual Report and Financial Statements Published in late July/early August
Annual General Meeting 29 October 2020
Publication of Net Asset Values Daily (via a Primary Information Provider and the Managers’ website)

Shareholder register enquiries

All administrative enquiries relating to Shareholders, such as queries concerning holdings, dividend payments, notification of change of address, loss of certificate or an addition to a mailing list should be directed to the Company's Registrar, Link Asset Services. (Contact details on page 58.)

Payment of dividends

Dividends can be received more quickly by instructing Link Asset Services, (contact details on page 58), to pay them directly into a bank account; tax vouchers are then mailed to Shareholders separately. This method avoids the risk of dividend cheques being delayed or lost in the post.

Dividend Reinvestment Plan (DRIP)

Link Asset Services, on behalf of the Company, operate a DRIP, which can be used to buy additional Ordinary Shares instead of receiving a cash dividend. For further information contact Link Asset Services (contact details on page 58).

Electronic Communications and Voting

Shareholders can choose to receive communications (including the Annual and Interim reports) from the Company in electronic format. This method may be more convenient and secure for many Shareholders, reduces costs and has environmental benefits. To use this service, Shareholders can register and provide their email address on the Registrar's share portal at www.signalshares.com. Thereafter, Shareholders will receive an email providing the website address link to the relevant document(s). After registering, Shareholders will be able to request paper copies in the future.

Shareholders can return proxy votes electronically by logging onto the Registrar's share portal at www.signalshares.com and following the instructions. Shareholders do not need to register for electronic communications to use electronic proxy voting.

If Shareholders have any queries about this electronic service contact the Registrars, Link Asset Services (contact details on page 58).

Sources of further information

The prices of the Ordinary Shares and ZDP Shares are quoted daily in the Financial Times under the abbreviation of "Abf Spl Inc". The prices are listed in the "Conventional (Ex Private Equity)" and "Zero Dividend Preference Shares" sections. These prices, together with the Net Asset Values and other financial data, can be found on the TrustNet website at www.trustnet.com. Other websites containing useful information on the Company are www.ft.com, www.theaic.co.uk and www.morningstar.co.uk. Company performance and other information, including the Investor Disclosure Document, is available on the Aberforth Partners LLP website at www.aberforth.co.uk.

How to invest

The Company's Ordinary Shares and ZDP Shares are traded on the London Stock Exchange. They can be bought or sold by placing an order with a stockbroker or asking a professional advisor. The Company's Managers, Aberforth Partners LLP, do not offer any packaged products such as ISAs, Savings Schemes or Pension Plans. Each of the Company's listed securities is eligible for inclusion in the "Stocks and Shares" component of an Individual Savings Account (ISA).

Retail Distribution/NMPI Status

The Company's shares are intended for UK investors including retail investors, professionally advised private clients and institutional investors who are seeking exposure to smaller companies in the UK, and who understand and are willing to accept the risks of exposure to equities. The Company currently conducts its affairs, and intends to continue to conduct its affairs, so that its Ordinary Shares and ZDP Shares can be recommended by Independent Financial Advisers (IFAs) to ordinary retail investors in accordance with the rules of the Financial Conduct Authority (FCA) in relation to non-mainstream pooled investment (NPMI) products. The Company's Ordinary Shares and ZDP Shares are excluded from the

Shareholder Information

Aberforth Split Level Income Trust plc


General Information

FCA's restrictions that apply to NPMI products because they are shares in an Investment Trust. Please note that past performance is not a guide to the future. Your investment may be at risk as the value of investments may go down as well as up and is not guaranteed. Therefore you may not get back the amount originally invested.

Alternative Investment Fund Managers Directive (AIFMD)

The Company has appointed Aberforth Partners as its Alternative Investment Fund Manager (AIFM). In accordance with the AIFMD, information in relation to the Company's leverage is required to be made available to Shareholders. The Company's maximum and actual leverage levels as at 30 June 2020 are shown below. There have been no changes to, or breaches of the maximum level of leverage employed by the Company.

Leverage Exposure 30 June 2020 30 June 2019
Commitment Method Gross Method Commitment Method Gross Method
Maximum limit 1.05:1 1.05:1 1.05:1 1.05:1
Actual Level 1.00:1 1.00:1 1.00:1 1.00:1

Leverage, for the purposes of the AIFM Directive, is any method which increases the Company's exposure to stock markets whether through borrowings, derivatives or any other means. It is expressed as a ratio of the Company's exposure to its Net Asset Value. In summary, the Gross method measures the Company's exposure before applying hedging or netting arrangements. The Commitment method allows certain hedging or netting arrangements to be offset. ASLIT has no hedging or netting arrangements. The ZDP Shares are part of the share capital of the Company and are not considered as borrowings under the AIFM Directive. This basis is reflected in the leverage figures shown above; last year the leverage figures were shown including the ZDP Shares.

Furthermore, in accordance with the AIFMD, the AIFM's remuneration policy and the numerical disclosures in respect of the AIFM's relevant reporting period (year to 30 April 2020) are available from Aberforth Partners' website (www.aberforth.co.uk).

ISIN SEDOL Bloomberg/Reuters
Security Codes
Ordinary Shares GB00BYPBD394 BYPBD39 ASIT LN
ZDP Shares GB00BYPBD519 BYPBD51 ASIZ LN

Company Identification Numbers

Global Intermediary Identification Number (GIIN) JM0CLZ.99999.SL.826

Legal Entity Identifier (LEI) 21380013QYWO82NZV529

Association of Investment Companies (AIC)

The Company is a member of the AIC, which produces a detailed Monthly Information Service on the majority of investment trusts. This is available at www.theaic.co.uk.

The Common Reporting Standard

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information (Common Reporting Standard) requires investment trust companies to provide personal information to HMRC on certain investors who purchase shares in investment trusts. Accordingly the Company provides information annually to HMRC on the tax residences of non-UK based certificated Shareholders and corporate entities. All new Shareholders, excluding those whose shares are held in CREST, who come on to the share register will be sent a certification form for the purpose of collecting this information. See HMRC's Quick Guide – information for account holders at the address below.

https://www.gov.uk/government/publications/exchange-of-information-account-holders

Beware of Share Fraud

Investment scams are designed to look like genuine investment opportunities. You might have been contacted by fraudsters if you have been contacted out of the blue, promised tempting returns and told the investment is safe, called repeatedly or told the offer is only available for a limited time. Shareholders may receive unsolicited phone calls or correspondence concerning investment matters that imply a connection to the Company. These may be from overseas based 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares. Shareholders may also be advised that there is an imminent offer for the Company, and the caller may offer to buy shares at significantly above the market price if an administration fee is paid. Shareholders should treat all such approaches with caution.

You can find more information about investment scams at the Financial Conduct Authority (FCA) website: www.fca.org.uk/consumers/protect-yourself-scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

Data Protection

The Company is committed to ensuring the privacy of any personal data provided to it. Further details can be found in the privacy policy set out on the Aberforth website (www.aberforth.co.uk).

Shareholder Information

Aberforth Split Level Income Trust plc 55


Glossary

Glossary of UK GAAP Measures

Net Asset Value – also described as Shareholders’ Funds, is the value of total assets less all liabilities. The Net Asset Value or NAV per Ordinary Share is calculated by dividing this amount by the total number of Ordinary Shares in issue.

Net Asset Value (ZDP Share) – is the value of the entitlement to the ZDP Shareholders. The Net Asset Value or NAV per ZDP Share is calculated by dividing this amount by the total number of ZDP Shares in issue.

Glossary of Alternative Performance Measures

Total Assets Total Return represents the return of the combined funds of the Ordinary Shareholders and ZDP Shareholders assuming that dividends paid to Ordinary Shareholders were reinvested at the NAV per Ordinary Share at the close of business on the day the Ordinary Shares were quoted ex dividend. Total Assets less current liabilities as at 30 June 2020 was £152,500,000 (2019: £215,659,000) and the total number of shares in issue (Ordinary Shares plus ZDP Shares) was 237,812,500 (2019: 237,812,500) producing a Total Assets per Share of 64.13p (2019: 90.68p). Multiplying by the dividend reinvestment factor of 1.092117 (2019: 1.050686) results in a Total Assets per Share on a Total Return basis of 70.04p (2019: 95.28p). The Total Assets Total Return was therefore -26.5% (2019: -9.7%), being the sum of the Total Assets per Share at the end of the period, multiplied by the dividend reinvestment factor divided by the Total Assets per Share calculated on a total return basis at the start of the period, expressed as a percentage (see note 16 on page 51).

Ordinary Share NAV Total Return represents the theoretical return on the NAV per Ordinary Share, assuming that dividends paid to Shareholders were reinvested at the NAV per Ordinary Share at the close of business on the day the shares were quoted ex dividend. The NAV per Ordinary Share as at 30 June 2020 was 52.54p (2019: 86.70p) and the dividend reinvestment factor was 1.120159 (2019: 1.064779). The Ordinary Share NAV Total Return was therefore -36.2% (2019: -13.1%), being the Ordinary Share NAV at the end of the period, multiplied by the dividend reinvestment factor divided by the Ordinary Share NAV calculated on a total return basis at the start of the period, expressed as a percentage (see note 16 on page 51).

ZDP Share NAV Total Return represents the return on the entitlement value of a ZDP Share. The ZDP Share NAV as at 30 June 2020 was 110.48p (2019: 106.63p). The ZDP Share NAV Total Return was therefore 3.6% (2019: 3.6%), being the ZDP Share NAV at the end of the period divided by the ZDP Share NAV at the start of the period, expressed as a percentage (see note 16 on page 51).

Ordinary Share Price Total Return represents the theoretical return to an Ordinary Shareholder, on a closing market price basis, assuming that all dividends received were reinvested, without transaction costs, into the Ordinary Shares of the Company at the close of business on the day the shares were quoted ex dividend. The Ordinary Share price as at 30 June 2020 was 47.3p and the dividend reinvestment factor was 1.126614. The Ordinary Share Price Total Return was therefore -35.1%, being the Ordinary Share price at the end of the period, multiplied by the dividend reinvestment factor divided by the Ordinary Share price calculated on a total return basis at the start of the period, expressed as a percentage.

ZDP Share Price Total Return represents the theoretical return to a ZDP Shareholder, on a closing market price basis. The ZDP Share price as at 30 June 2020 was 106.00p (2019: 111.50p). The ZDP Share Price Total Return was therefore -4.9%, being the ZDP Share price at the end of the period divided by the ZDP Share price at the start of the period.

Discount is the amount by which the stockmarket price per Share is lower than the NAV per Share. The discount is normally expressed as a percentage of the NAV per Share.

Premium is the amount by which the stockmarket price per Share exceeds the NAV per Share. The premium is normally expressed as a percentage of the NAV per Share.

Shareholder Information
Aberforth Split Level Income Trust plc


Glossary

Other Glossary Terms

Active Share Ratio is the sum of the absolute differences between a portfolio's weight in a stock and an index's weight in a stock for all stocks in the portfolio or index. The total is then divided by two to give a ratio between 0% and 100%. Active Share is addressed in "How Active is Your Fund Manager?" (Antti Petajisto and Martijn Cremers, Yale School of Management, 2009).

Dividend Reinvestment Factor is calculated on the assumption that dividends paid by the Company were reinvested into Ordinary Shares of the Company at the NAV per Ordinary Share/share price, as appropriate, on the day the Ordinary Shares were quoted ex dividend.

Gearing is calculated by dividing the asset value attributable to the ZDP Shares by the asset value attributable to the Ordinary Shares.

Hurdle Rate is the rate of capital growth per annum in the Company's investment portfolio to return a stated amount per Share at the planned winding-up date.

Key Dates

Company Incorporation Date 19 April 2017
Inception Date 30 June 2017
Launch/Listing Date 3 July 2017
Planned Winding-Up Date 1 July 2024

Ongoing Charges represents the percentage per annum of investment management fees and other operating expenses to the average published Ordinary Shareholders' NAV over the period.

Portfolio Turnover is calculated by summing the lesser of purchases and sales over a one year period divided by the average portfolio value for that period.

Projected Final Cumulative Cover is the ratio of the total assets of the Company as at the calculation date, to the sum of the assets required to pay the final capital entitlement of 127.25p per ZDP Share on the planned winding-up date and future estimated investment management fees charged to capital and estimated winding-up costs.

Redemption Yield (Ordinary Share) is the annualised rate at which projected future income and capital cash flows (based on assumed future capital/dividend growth rates) is discounted to produce an amount equal to the share price at the date of calculation.

Redemption Yield (ZDP Share) is the annualised rate at which the total discounted value of the planned future payment of capital equates to its share price at the date of calculation.

Retained Revenue per Share is a cumulative figure calculated after accounting for dividends, including those not yet recognised in the financial statements.

Terminal NAV (Ordinary Share) is the projected NAV per Ordinary Share at the planned winding-up date at a stated rate of capital growth in the Company's investment portfolio after taking into account the final capital entitlement of the ZDP Shares, future estimated costs charged to capital and estimated winding-up costs.

Shareholder Information
Aberforth Split Level Income Trust plc 57


58 Shareholder Information
Aberforth Split Level Income Trust plc

Corporate Information

Directors

Angus Gordon Lennox (Chairman)
Graeme Bissett
Dominic Fisher, OBE
Lesley Jackson
Graham Menzies

Managers and Secretaries

Aberforth Partners LLP
14 Melville Street
Edinburgh EH3 7NS
Tel: 0131 220 0733
[email protected]
www.aberforth.co.uk

Registered Office and Company Number

Level 13
Broadgate Tower
20 Primrose Street
London EC2A 2EW
Registered in England and Wales
Number 10730910

Depositary

NatWest Trustee & Depositary Services Limited
Drummond House
1 Redheughs Avenue
Edinburgh EH12 9RH

Custodian

The Northern Trust Company
50 Bank Street
Canary Wharf
London E14 5NT

Bankers

Handelsbanken
2nd Floor, Apex 3
95 Haymarket Terrace
Edinburgh EH12 5HB

Registrars

Link Asset Services
Shareholder Solutions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Shareholder enquiries:

Tel: 0871 664 0300 (Calls cost 12p per minute
plus network extras)
[email protected]
www.linkassetservices.com

Shareholder Portal:

www.signalshares.com

Independent Auditor

Deloitte LLP
Saltire Court
20 Castle Terrace
Edinburgh EH2 2DB

Solicitors

Dickson Minto W.S.
16 Charlotte Square
Edinburgh EH2 4DF

Sponsors

J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP


Notice of the Annual General Meeting

Notice is hereby given that the Annual General Meeting of Aberforth Split Level Income Trust plc will be held at 14 Melville Street, Edinburgh EH3 7NS on 29 October 2020 at 11.00 a.m. for the following purposes.

Ordinary Business

To consider and, if thought fit, pass the following Ordinary Resolutions.

  1. That the Report and Financial Statements for the year to 30 June 2020 be adopted.
  2. That the Directors' Remuneration Report be approved.
  3. That Graeme Bissett be re-elected as a Director.
  4. That Dominic Fisher be re-elected as a Director.
  5. That Angus Gordon Lennox be re-elected as a Director.
  6. That Graham Menzies be re-elected as a Director.
  7. That Lesley Jackson be re-elected as a Director.
  8. That Deloitte LLP be re-appointed as Auditor.
  9. That the Audit Committee be authorised to determine the remuneration of the Auditor for the year to 30 June 2021.

By Order of the Board

Aberforth Partners LLP, Secretaries

29 July 2020

Annual General Meeting

Aberforth Split Level Income Trust plc 59


Notes to the Notice of the Annual General Meeting

1. Attending the Annual General Meeting in person

A member who is entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote on their behalf. Such a proxy need not also be a member of the Company. Shareholders are encouraged to submit their votes by proxy in advance of the meeting in case restrictions due to the Covid-19 pandemic persist and it is not possible for shareholders to attend in person. The Board will continue to carefully consider the arrangements for the AGM in the light of the Government guidance and the Company will issue a regulatory news announcement which will also be posted on the Company's website if the only attendees permitted will be those required to form the quorum and allow the business to be conducted.

To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 11.00 a.m. on 27 October 2020 (or, if the Annual General Meeting is adjourned, 11.00 a.m. on the day two days (excluding non working days) prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.

2. Appointment of Proxy

A Form of Proxy for use by Shareholders is enclosed. Completion of the Form of Proxy will not prevent a Shareholder from attending the meeting and voting in person. To register your vote electronically, log on to the Registrars' website at www.signalshares.com and follow the instructions on screen.

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Shares. You may not appoint more than one proxy to exercise rights attached to any one Share. To appoint more than one proxy, please contact the Registrars of the Company. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

To be valid the proxy form must be completed and lodged, together with the power of attorney or any authority under which it is signed, or a notarially certified copy of such power of authority, with the Registrars of the Company no later than 48 hours (excluding non-working days) before the time set for the meeting, or any adjourned meeting.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 29 October 2020 and any adjournment(s) thereof by using the procedures described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Link Asset Services (CREST Participant ID: RA10), no later than 48 hours (excluding non working days) before the time appointed for the meeting.

3. Questions and Answers

The Board continues to welcome questions from shareholders at the AGM. However, it asks shareholders to please submit any questions to the Board by email, to the following address [email protected] before 11.00 a.m. on 27 October 2020 in case attendance at the AGM has to be restricted due to the Covid-19 pandemic for the health and safety of shareholders. In the event the AGM proceeds in its usual format as currently anticipated, pursuant to section 319A of the Companies Act 2006, the Company must provide an answer to any question that is put by a member attending the Annual General Meeting relating to the business being considered, except if a response would not be in the interest of the Company or for the good order of the meeting or if to do so would involve the disclosure of confidential information. The Company may however elect to provide an answer to a question within a reasonable period of days after the conclusion of the Annual General Meeting.

4. Total Voting Rights

As at 29 July 2020, the latest practicable date prior to publication of this document, the Company had 190,250,000 Ordinary Shares and 47,562,500 ZDP Shares in issue. The holders of ZDP Shares will not normally be entitled to vote at general meetings of the Company. In respect of the resolutions the Ordinary Shareholders have a total of 190,250,000 voting rights.

5. Information on the Company's website

In accordance with section 311A of the Companies Act 2006, the contents of this notice of meeting, details of the total number of Shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Managers' website at www.aberforth.co.uk.

6. Nominated Persons

Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between such person and the Shareholder nominating such person, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise such right, the Nominated Person may, under any such agreement, have a right to give instructions to the registered Shareholder as to the exercise of voting rights.

7. Audit concerns

The members of the Company may require the Company (without payment) to publish, on its website, a statement (which is also to be passed to the Auditor) setting out any matter relating to the audit of the Company's Financial Statements, including the Auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from either members representing at least 5% of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold Shares in the Company on which there has been paid up an average sum per member of at least £100. Such requests must be made in writing, state full names and addresses, and be sent to the registered address of the Company.

8. Documents available for inspection

The Directors' letters of appointment and a copy of the Articles of Association of the Company will be available for inspection prior to the Annual General Meeting and during the meeting.

Annual General Meeting
Aberforth Split Level Income Trust plc


J. Thomson Colour Printers Glasgow 189613


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