Annual Report2015. Annual Report & Accounts for the year ended 30th June JPMorgan Mid Cap Investment Trust plc

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1 2015 Annual Report2015 JPMorgan Mid Cap Investment Trust plc Annual Report & Accounts for the year ended 30th June 2015 JPMorgan Mid Cap Investment Trust plc

2 Features Contents 1 Financial Results Strategic Report 2 Chairman s Statement 6 Investment Managers Report 8 Summary of Results 9 Performance 10 Ten Year Financial Record 11 Ten Largest Equity Investments 12 Portfolio Analyses 12 Investment Activity 13 List of Investments 15 Business Review Governance 19 Board of Directors 21 Directors Report 22 Corporate Governance Statement 28 Directors Remuneration Report 31 Statement of Directors Responsibilities 32 Independent Auditors Report Financial Statements 37 Income Statement 38 Reconciliation of Movements in Shareholders Funds 39 Balance Sheet 40 Cash Flow Statement 41 Notes to the Financial Statements Shareholder Information 58 Notice of Annual General Meeting 61 Glossary of Terms and Definitions 62 Where to buy J.P. Morgan Investment Trusts 65 Information about the Company Objective JPMorgan Mid Cap Investment Trust plc (the Company ) aims to achieve capital growth from investment in medium-sized UK listed companies. The Company specialises in investment in FTSE 250 companies, using long and short term borrowings to increase returns to shareholders. Investment Policies - To focus on FTSE 250 stocks that deliver strong capital growth. - To have significant exposure to the UK economy. - To seek out both value stocks and growth stocks, including AIM stocks, to deliver strong performance throughout the market cycle. - To use gearing to increase potential returns to shareholders. - To invest no more than 15% of gross assets in other UK listed investment companies (including investment trusts). The Company s shares are designed for private investors in the UK, including retail investors, professionally-advised private clients and institutional investors, who seek the potential for capital growth from investment in the UK market and who understand and are willing to accept the risks of exposure to equities. Private investors should consider consulting an independent financial adviser who specialises in advising on the acquisition of shares and other securities before acquiring shares in the Company. Investors should be capable of evaluating the risks and merits of such an investment and should have sufficient resources to bear any loss that may result. Benchmark The FTSE 250 Index (excluding investment trusts). Capital Structure UK domiciled. Premium Listing on the London Stock Exchange. As at 30th June 2015, the Company s issued share capital comprised 25,398,080 ordinary shares of 25p each including 1,400,900 shares held in Treasury. Management Company The Company employs JPMorgan Funds Limited ( JPMF or the Manager ) as its Alternative Investment Fund Manager. JPMF delegates the management of the Company s portfolio to JPMorgan Asset Management ( JPMAM ). FCA regulation of non-mainstream pooled investments The Company currently conducts its affairs so that the shares issued by the Company can be recommended by independent financial advisers to ordinary retail investors in accordance with the FCA s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA s restrictions which apply to non-mainstream investment products because they are shares in an investment trust. AIC The Company is a member of the Association of Investment Companies. Website The Company s website, which can be found at includes useful information on the Company, such as daily prices, factsheets and current and historic half year and annual reports.

3 Financial Results Total returns (includes dividends reinvested) +24.0% Return to shareholders 1 (2014: +23.2%) +24.7% Return on net assets 2,3 (2014: +18.3%) +15.0% Benchmark return 1,4 (2014: +17.8%) 24.5p Ordinary dividend including a special dividend of 4.5p (2014: 18.0p) Long Term Performance for periods ended 30th June 2015 % Year Performance 5 Year Performance 10 Year Performance JPMorgan Mid Cap return to shareholders 1 JPMorgan Mid Cap return on net assets 2,3 Benchmark return 1,4 For further details and analysis please refer to the performance attribution on page 7. A glossary of terms and definitions is provided on page61. 1 Source: Morningstar. 2 Source: J.P. Morgan. 3 Total return on net assets, net of management fees and administration expenses, but prior to the use of revenue reserves to finance the dividend. 4 The Company s benchmark is the FTSE 250 Index (excluding investment trusts). JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

4 Strategic Report Chairman s Statement Investment Performance I am delighted to report that the Company s total return on net assets for the year to 30th June 2015 was 24.7%, some 9.7 percentage points ahead of the Company s benchmark index, the FTSE 250 Index (excluding investment trusts), which returned 15.0% on a total return basis. This outperformance was driven by strong stock selection and was also assisted by gearing. The discount at which the ordinary shares trade to their net asset value per share widened marginally, giving a total return to shareholders of 24.0%. Despite this excellent performance the Company s discount has remained stubbornly wide. However, over the past year, the additional promotional activities for the Company driven by the Manager, together with continued good performance, has begun to bear fruit and the discount has narrowed since the period end to 3.1% as at the close of business on 23rd September Long term shareholders will be aware that the performance for this Company has been through challenging periods, particularly from 2007 to It is therefore pleasing that following the changes to the management team and the appointment of Georgina Brittain the Company can now report strong outperformance of the benchmark over three and five years and is only marginally behind over ten years. It is worth noting the stark difference in the performance graphs from the Company s 2011 Annual Report and Accounts and the performance graphs from this report, which highlights the turnaround in the performance of the Company. Long Term Performance for periods ended 30th June 2015 Long Term Performance for periods ended 30th June 2011 % % Year Performance 5 Year Performance 10 Year Performance Year Performance Year Performance 10 Year Performance JPMorgan Mid Cap return to shareholders JPMorgan Mid Cap return on net assets Benchmark return JPMorgan Mid Cap return to shareholders JPMorgan Mid Cap return on net assets Benchmark return Given the significant turnaround in performance and having taken all factors into account, including the other services provided to the Company and its shareholders, the Board has no hesitation in confirming its conclusion that JPMorgan should remain as the Company s Manager and that its ongoing appointment remains in the best interests of shareholders. 2 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

5 The investment managers report below gives more detail on the performance and investment activity within the portfolio over the year to 30th June 2015, together with their views on the outlook for the mid cap sector. As I mentioned in my statement last year, JPMorgan Mid Cap Investment Trust plc continues to be one of the few closed ended companies which invests primarily in UK mid cap stocks. We would anticipate that more investors will allocate a greater proportion of their portfolios to the FTSE 250 Index given its strong performance relative to the FTSE 100 Index (both on an including and excluding investment trusts basis). I included the table below in my statement last year, which details the returns generated by the FTSE 250 indices compared to the FTSE 100 Index over one, three, five and 10 years to 30th June The updated table shows that 2015 was yet a further year when it paid to have an allocation to the mid cap sector within your investment portfolio. One Year Three Year Five Year Ten Year Index Return % Return % Return % Return % FTSE FTSE FTSE Including investment trusts. 2 Excluding investment trusts. Revenue and Dividends Earnings per share for the year to 30th June 2015 were pence, an increase on last year of 31.7%. The receipt of special dividends represented the majority of the increase, with some growth in base dividend payments. This year just under 20.0% of the income received was from the payment of special dividends. Against this background the Board has decided to propose a final dividend of 12.0 pence, which when added to the interim dividend paid in April of 8.0 pence, equates to a base dividend payable of 20.0 pence for the full year (2014: 18.0 pence). Given the level of special dividends paid by underlying companies the Board has further resolved to propose the payment of a special dividend of 4.5 pence. The final dividend and special dividend will be combined as one dividend and paid on 12th November 2015 to shareholders on the register at the close of business on 2nd October This year s total dividend payment represents an increase of 36.1% on It is expected that the underlying base dividend receipts on the Company s portfolio in 2015/2016 will exceed those of 2014/2015. We are unable to forecast the payment of special dividends but these are again expected to be a feature of the UK dividend market in 2015/2016. As always, I would like to add my usual caveat that we do not regard the receipt of substantial special dividends as a permanent feature of the UK market. JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

6 Strategic Report continued Chairman s Statement continued Gearing and Borrowing Facilities The diligent use of gearing by the investment management team has again assisted performance. The Board of Directors sets the overall gearing guidelines and reviews these at each meeting; changes in these guidelines between meetings may be undertaken after consultation with the Board. The Board has determined that in normal circumstances the Company s gearing range is 5% to +25%. At the end of the Company s financial year gearing stood at +9.0%. At the end of the reporting year, the Company had two loan facilities in place totalling 40 million. At present we believe that the funds available for gearing are appropriate, however, this is kept under review. Further details on these facilities can be found on pages 53 and 54. Discount Management During the year under review, the Company did not repurchase any shares. However, as in prior years, Directors will be seeking to renew powers to repurchase up to 14.99% and issue up to 10% of the Company s shares respectively, at the forthcoming Annual General Meeting. Treasury shares and new Ordinary shares will only be issued at a premium to net asset value. Board of Directors The Board has procedures in place to ensure that the Company complies fully with the AIC Code of Corporate Governance and the UK Corporate Governance Code. In accordance with the UK corporate governance best practice, all Directors will seek reappointment at the Annual General Meeting. Accordingly, I, along with Michael Hughes (Senior Independent Director), Richard Huntingford, Margaret Littlejohns and Gordon McQueen (Chairman of the Audit Committee) all being eligible, offer ourselves for reappointment at this year s Annual General Meeting. The Board continues to manage succession so that it has an appropriate balance of skills and diverse approaches to its tasks. Changes to the composition of the Board will be made over the next two years in an effort to balance the length of Director tenures whilst ensuring that the Board maintains the required balance of skills and Company knowledge. A review of our Directors fees completed by the Nomination and Remuneration Committee at the beginning of 2015 concluded that such fees remained below industry average, despite an increase in July Accordingly the Board resolved to increase the fees payable to 33,000 for the role of Chairman, 27,000 for the role of the Audit Committee Chairman and 23,000 for all other Directors, all increases with effect from 1st January We believe that these levels are now sufficient to attract and retain suitability qualified board members. 4 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

7 Annual General Meeting This year s Annual General Meeting will be held on Monday, 2nd November 2015 at 2.30 p.m. at 60 Victoria Embankment, London EC4Y 0JP. In addition to the formal part of the meeting, there will be a presentation from our investment managers, Georgina Brittain and Katen Patel who will also answer questions on the portfolio and performance. There will be an opportunity to meet the Board, the investment managers and representatives of JPMorgan after the meeting. I look forward to welcoming as many of you as possible to this meeting. If you have any detailed or technical questions, it would be helpful if you could raise these in advance of the meeting with the Company Secretary at 60 Victoria Embankment, London EC4Y 0JP. Shareholders who are unable to attend the Annual General Meeting are encouraged to use their proxy votes. Prospects It is pleasing to state that since the Company s year end and despite the marked volatility in the market over the summer, the Company has continued to outperform the benchmark on both an NAV and share price total return basis. In the two months to the end of August 2015, the NAV has increased by 0.3% which, coupled with the welcome reduction in discount, had delivered a 10.8% total return for shareholders. Over this two month period, the benchmark retreated by 1.8%. We echo the sentiments of our investment manager that, notwithstanding the macro-economic concerns facing the UK and the rest of the world, we believe the UK mid cap universe of stocks in general and the Company s portfolio in particular should thrive and continue to deliver good performance relative to the UK s large cap stocks. Andrew Barker Chairman 24th September 2015 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

8 Strategic Report continued Investment Managers Report Performance and Market Background JPMorgan Mid Cap Investment Trust enjoyed very strong performance over the year to 30th June The Company s benchmark index, the FTSE 250 excluding investment trusts, produced a total return of 15.0% for the 12 months, but the Company significantly outperformed this, providing a total return on net assets of 24.7%. Georgina Brittain While the year contained periods of significant volatility, stock markets continued to rise, notably in the more domestically-focussed mid and smaller sized companies. This outperformance of mid and small companies was aided by the on-going mergers and acquisitions (or M&A ) activity that we have been predicting for some time. The run up to the General Election in May 2015 caused some nervousness in markets, but the outcome was a very positive one for the Company as it provides the certainty of five years of pro-business Government. Portfolio The key contributors to outperformance were support services (our positions in Howden Joinery and Ashtead in particular), general retailers (Card Factory, WH Smith and Dixons Carphone, among others) and household goods (the UK house builders). M&A was a further benefit, with bids for our holdings in CSR, Brit and Pace (and subsequent to the year end, a bid for HellermannTyton). Katen Patel As the global backdrop mutated over the year, we made a number of changes to the portfolio. We sold several of our holdings as they were promoted into the FTSE 100 and with the proceeds we further increased our focus on the UK consumer, buying companies such as JD Sports and Saga, and also increased our emphasis on owning growth companies, buying positions in Betfair, NMC and Playtech. We sold out of all of our oil producers, as the oil price declined. We further increased our position in the house builders as their share prices suffered a temporary setback, and added Barratt back into the portfolio as it was demoted from the FTSE 100. Early in 2014 we avoided many of the new companies coming to the market, as we thought valuations were frequently too high. This year, we found many more interesting investment opportunities and participated in a number of IPOs. These included Wizz Air (ultra low cost airline), Auto Trader and Sophos (internet security). We have also built up a position in so-called challenger banks, buying Aldermore and Shawbrook when they came to the stock market, and more recently added OneSavings Bank when it was promoted into the FTSE 250. Our current positioning reflects these changes. We remain overweight (or over-represented) in support services, the house builders, banks and general retailers. We continue to be significantly underweight in oil producers and oil services and also in mining stocks. We are also mindful of the strength of Sterling, especially versus the Euro, so we continue to be very underweight in the industrials sectors. 6 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

9 Performance attribution for the year ended 30th June 2015 Contributions to total returns % % Benchmark 15.0 Stock/sector selection 9.5 Gearing/cash 1.2 Investment manager contribution 10.7 Portfolio total return 25.7 Fees/other expenses 1.0 Other effects 1.0 Return on net assets 24.7 Return to shareholders 24.0 Source: JPMAM and Morningstar. All figures are on a total return basis. Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark index. Outlook The backdrop to our investments is generally positive. Both the US and the UK continue to grow, with the UK currently enjoying 2.6% GDP growth year-on-year. Inflation remains very low, benefiting from the on-going low oil price, the recent fall in commodity prices, and declining food prices. In addition, wage increases are occurring well ahead of inflation; real wages are now rising by 3.3% p.a., and we have now seen 20 consecutive months of year-on-year increases in consumer spending power. Unsurprisingly, this has led to UK consumer confidence being at a 15 year high. In Europe, a key trading partner for the UK, Greece has secured a bailout extension with its creditors, and new data points from the Eurozone on business and consumer confidence demonstrate that the recent Greek crisis caused little damage to the broader Eurozone countries. Stock market concerns have now focussed on China, but it is our view that the perceived risks from recent Chinese stock market turbulence are being over-played. The two relevant risks on the horizon are the EU Referendum and interest rate rises in the US and UK. On the former, current surveys show a balance of probability that the UK will stay in the EU although the outcome is by no means certain. On the latter, it remains our view that any rise in interest rates will be small and controlled, and reflects the improving health of both the US and UK economies. We believe that the Company is set to benefit from this on-going economic recovery, and we will continue to make diligent use of gearing to enhance the Company s performance. Equities still remain an extremely attractive asset class for investors, and the Mid Cap arena continues to provide additional attractions, due to its domestic focus, strong balance sheets and rising dividends. The ongoing benefit of M&A, plus the incoming wave of exciting new growth companies, provides us with confidence for the year ahead. Georgina Brittain Katen Patel Investment Managers 24th September 2015 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

10 Strategic Report continued Summary of Results Total returns for the year ended 30th June Return to shareholders % +23.2% Return on net assets % +18.3% Benchmark 1, % +17.8% % change Net asset value, share price and discount at 30th June Shareholders funds ( 000) 242, , Net asset value per share 1,010.1p 829.6p Share price 886.0p 734.5p Share price discount to net asset value 12.3% 11.5% Shares in issue (excluding shares held in Treasury) 23,997,180 23,997,180 Revenue for the year ended 30th June Net revenue attributable to shareholders ( 000) 6,847 5, Return per share 28.53p 21.67p Dividend per share p 18.0p Gearing at 30th June 5 9.0% 8.1% Ongoing Charges Ratio % 0.97% A glossary of terms and definitions is provided on page Source: Morningstar. 2 Source: J.P. Morgan. 3 The Company s benchmark is the FTSE 250 Index (excluding investment trusts) comprises ordinary dividends of 20.0p and a special dividend of 4.5p. 5 Gearing represents the excess amount above shareholders funds of total assets expressed as a percentage of the shareholders funds. Total assets include total investments and net current assets/liabilities less cash/cash equivalents and excluding bank loans of less than one year. If the amount calculated is negative, this is shown as a net cash position. 6 Management fee and all other operating expenses, excluding finance costs, expressed as a percentage of the average of the daily net assets during the year. The Ongoing Charges Ratio is calculated in accordance with guidance by the Association of Investment Companies in May With effect from 1st July 2013, the Company s management fee was increased from 0.40% per annum to 0.65% per annum on assets up to 250 million and 0.60% per annum on assets over 250 million. The Company no longer has a performance fee following this change. For full details on the Company s management fee please refer to page JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

11 Performance Ten Year Performance Figures have been rebased to 100 at 30th June Source: Morningstar. JPMorgan Mid Cap share price total return. JPMorgan Mid Cap net asset value total return. Benchmark. Performance Relative to Benchmark Figures have been rebased to 100 at 30th June Source: Morningstar. JPMorgan Mid Cap share price total return. JPMorgan Mid Cap net asset value total return. The benchmark is represented by the grey horizontal line. JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

12 Strategic Report continued Ten Year Financial Record At 30th June Shareholders funds ( m) Net asset value per share (p) Share price (p) Discount (%) Gearing (%) Year ended 30th June Revenue attributable to shareholders ( 000) 4,383 4,380 4,689 4,785 4,758 3,018 2,961 3,938 5,030 5,200 6,847 Revenue return per share (p) Dividend per share (p) Ongoing Charges Ratio (%) Rebased to 100 at 30th June 2005 Return to shareholders Return on net assets Benchmark A glossary of terms and definitions is provided on page includes ordinary dividends of 17.0p and a special dividend of 4.9p includes ordinary dividends of 17.0p and a special dividend of 1.0p includes ordinary dividends of 20.0p and a special dividend of 4.5p. 2 Management fee and all other operating expenses, excluding finance costs, expressed as a percentage of the average of the daily net assets during the year. The Ongoing Charges is calculated in accordance with guidance by the Association of Investment Companies in May ( : Total expense ratio: Management fee and all other operating expenses excluding interest, expressed as a percentage of the average of the month end net assets during the year; 2008 and prior years: the average of the opening and closing net assets). 3 Source: Morningstar. Total returns with dividends reinvested. 10 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

13 Ten Largest Equity Investments at 30th June Valuation Valuation Company Sector 000 % % 1 Howden Joinery Industrials 13, , Howden Joinery Group designs, manufactures and sells fitted kitchens. The company sells its products to small local builders throughout the United Kingdom via its own network of depots. Ashtead Industrials 12, , Ashtead Group hires out plant and machinery for the UK and the US construction and allied industries. Micro Focus International Technology 9, , Micro Focus International provides enterprise application management solutions. The company provides software solutions for assessing, managing and updating existing applications. Berkeley Consumer Goods 8, , The Berkeley Group is a residential and commercial property development company focusing on urban regeneration and mixed-use developments. The company purchases and develops land, in addition to constructing homes and apartment complexes throughout the South of England, the Midlands and the North West. Provident Financial Financials 7, , Provident Financial is a financial services group specialising in the provision of personal credit products for consumers in the United Kingdom non standard lending market. The company s consumer credit division provides small, unsecured loans, which they collect in weekly installments. The company s credit cards business is operated through Vanquis Bank. Bellway 2 Consumer Goods 7, , Bellway is a holding company whose subsidiaries build residential houses and conduct associated trading activities. The subsidiaries build starter or first time buyer homes, featuring two and three bedroom semi-detached houses, apartments and terraced houses. The Company operates in England, Wales and Scotland. TalkTalk Telecom Telecommunications 6, , TalkTalk Telecom Group provides telecommunications services. The company provides fixed line communications services, serving residential and business-to-business customers in the United Kingdom. Interserve Industrials 5, , Interserve is a services, maintenance and building group operating in the public and private sectors in the UK and internationally. The company offers advice, design, construction and maintenance services for buildings and infrastructure, runs the operational systems and back-office services that support them and provides a range of plant and equipment in specialist fields. Intermediate Capital Group 3 Financials 5, Intermediate Capital Group deploys capital on behalf of investors through private debt, mezzanine credit and minority equity funds specializing in mid-market transactions. The company also invests capital alongside third party funds. Intermediate Capital covers Europe, Asia Pacific and North America. Betfair Group 3 Consumer Services 5, Betfair Group is an International Internet sports betting company. The Company s website offers a wide range of sports betting and gambling related activities online. Total 82, Based on total portfolio of 267.3m (2014: 222.6m). 2 Not Included in the ten largest investments at 30th June Not held in the portfolio at 30th June At 30th June 2014, the value of the ten largest equity investments amounted to 60,016,000 representing 27.0% of the total portfolio. JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

14 Strategic Report continued Portfolio Analyses and Investment Activity Portfolio Benchmark Active Portfolio Benchmark Active position position Sector Analysis % % % % % % Financials (0.8) Consumer Services Industrials (3.0) (3.6) Consumer Goods (0.7) Technology Telecommunications Basic Materials (2.1) (3.8) Health Care (1.6) (1.4) Oil & Gas (4.5) Utilities 1.5 (1.5) 2.1 (2.1) Liquidity fund Based on total portfolio of 267.3m (2014: 222.6m). 1 Galliford Try has been reclassified as Consumer Goods as at 30th June 2015 from Industrials. Value at Benchmark Change in Value at 30th June 2014 classification Purchases Sales valuation 30th June 2015 Investment Activity 000 % % FTSE 250 Index companies 193, (7,191) 96,125 (81,626) 38, , FTSE 100 Index companies 13, ,844 7,212 (13,916) 4,944 21, AIM Listed companies 2, ,652 (879) (1,100) 1, Other investments 1 3, (2,653) 1,728 (1,148) 293 1, Total portfolio excluding liquidity fund 2 212, ,717 (97,569) 42, , Liquidity fund 10, ,630 (47,761) 2, Total portfolio 222, ,347 (145,330) 42, , Sophos Group is a recent IPO which is not included within an index as at 30th June Liquidity fund trades should be excluded when calculating turnover of the portfolio. 12 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

15 List of Investments at 30th June 2015 Valuation Company 000 Valuation Company 000 Financials Provident Financial 7,898 Intermediate Capital Group 5,704 Derwent London 4,590 Investec 4,515 Great Portland Estates 4,462 Close Brothers 4,278 Bank Of Georgia 4,260 Capital & Counties Properties 3,916 Segro 3,712 Phoenix 3,524 Shaftesbury 3,427 Savills 3,358 OneSavings Bank 3,143 Aldermore Group 3,095 Shawbrook Group 2,798 Workspace Group 2,739 Man Group 2,666 Beazley 2,662 Plus ,985 John Laing Group 1,862 Brewin Dolphin 1,459 Total Financials 76,053 Consumer Services Betfair Group 5,532 WH Smith 5,119 Greggs 4,791 Dixons Carphone 2 4,624 Card Factory 4,303 Rightmove 4,191 Go-Ahead 3,819 JD Sports Fashion 3,530 Playtech 3,386 Restaurant Group 3,167 Auto Trader Group 2,697 Thomas Cook 2,666 Saga 2,199 Marston s 2,127 Halfords 2,006 easyjet 2 1,932 SSP Group 1,766 Dunelm 1,585 Wizz Air 1,488 Poundland Group 1,393 Total Consumer Services 62,321 Industrials Howden Joinery 13,119 Ashtead 2 12,243 Interserve 5,744 DCC 4,850 DS Smith 4,533 Hays 3,919 HellermannTyton Group 3,223 Essentra 3,064 Regus 3,003 Bodycote 2,236 Northgate 1,732 Renishaw 1,718 Senior 1,501 Rexam 966 Total Industrials 61,851 Consumer Goods Berkeley 8,265 Bellway 7,821 Greencore Group 5,375 Galliford Try 3,474 Taylor Wimpey 2 1,384 Barratt Developments 2 1,339 Total Consumer Goods 27,658 Technology Micro Focus International 9,920 Pace 2,029 Sophos Group 3 1,778 CSR 1,180 Total Technology 14,907 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

16 Strategic Report continued List of Investments continued Valuation Company 000 Telecommunications TalkTalk Telecom 6,101 Cable & Wireless Communications 4,159 Total Telecommunications 10,260 Basic Materials Croda International 3,880 Elementis 1,739 Petra Diamonds 298 Total Basic Materials 5,917 Health Care BTG 2,763 NMC Health 1,986 Total Health Care 4,749 Valuation Company 000 Oil & Gas Wood Group (John) 709 Total Oil & Gas 709 Liquidity Fund JPMorgan Sterling Liquidity Fund 2,869 Total Liquidity Fund 2,869 Total Portfolio 267,294 The portfolio comprises investments in equity shares and a liquidity fund. 1 AIM listed companies. 2 FTSE 100 Index companies. 3 A recent IPO which is not included within an index as at 30th June JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

17 Business Review The aim of the Strategic Report is to provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the Company during the year under review. To assist shareholders with this assessment, the Strategic Report sets out the structure and objective of the Company, its investment policies and risk management, investment limits and restrictions, performance and key performance indicators, share capital, principal risks and how the Company seeks to manage those risks, the Company s diversity policy, the Company s environmental, social and ethical policy and finally its future developments. Structure and Objective of the Company JPMorgan Mid Cap Investment Trust plc is an investment trust and has a premium listing on the London Stock Exchange. Its objective is to provide shareholders with capital growth from investment in medium-sized UK companies. In seeking to achieve this objective the Company employs JPMorgan Funds Limited ( JPMF or the Manager ) to manage actively the Company s assets. The Board has determined an investment policy and related guidelines and limits, as described below. It aims to outperform the FTSE 250 Index (excluding investment trusts), with net dividends reinvested. The Company is subject to UK and European legislation and regulations including UK company law, Financial Reporting Standards, Listing, Prospectus and Disclosure Transparency Rules, taxation law and the Company s own Articles of Association. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006 and has been approved by HMRC as an investment trust (for the purposes of Sections 1158 and 1159 of the Corporation Tax Act 2010) for the year ended 30th June The Directors have no reason to believe that the Company will not continue to retain its investment trust status. The Company is not a close company for taxation purposes. A review of the Company s activities and prospects is given in the Chairman s Statement on pages 2 to 5, and in the Investment Managers Report on pages 6 and 7. Investment Policies and Risk Management In order to achieve its objective, the Company invests in a diversified portfolio, concentrating on FTSE 250 companies with the most attractive prospects. The Company makes use of long and short-term borrowings to increase returns and does not invest more than 15% of its gross assets in other UK listed investment companies (including investment trusts). Investment Limits and Restrictions The Board seeks to manage the Company s risk by imposing various investment limits and restrictions. The Company will not invest more than 15% of its assets in other UK listed investment companies. No more than 15% of the portfolio at prevailing values may be invested outside the FTSE 250 Index. Investments outside the FTSE 250 Index can include AIM stocks. The Company will not invest more than 10% of assets in companies that themselves may invest more than 15% of gross assets in UK listed investment companies. The Company will not invest more than 10% of its assets in any one individual stock at the time of acquisition. The Company s gearing policy is to operate within a range of 5% to +25% in normal market conditions. Compliance with the Board s investment restrictions and guidelines is monitored continuously by the Manager and is reported to the Board on a monthly basis. Performance In the year to 30th June 2015, the Company produced a total return on net assets of 24.7% to give a total return to shareholders of 24.0%. This compares with the total return on the Company s benchmark index of 15.0%. As at 30th June 2015, the value of the Company s investment portfolio was million. The Investment Managers Report on pages 6 and 7 includes a review of developments during the year as well as information on investment activity within the Company s portfolio. Total Return, Revenue and Dividends Gross total return for the year amounted to 50.8 million (2014: 33.8 million) and net total return after deducting finance costs, management fees, administrative expenses and taxation amounted to 48.3 million (2014: 31.3 million). Distributable income for the year amounted to 6.8 million (2014: 5.2 million). The Directors recommend a final dividend of 12.0p, plus a special dividend of 4.5p (2014: 12.5p) per share, payable on 12th November 2015 to shareholders on the register at the close of business on 2nd October This distribution, will amount to 3,960,000 (2014: 3,000,000). An interim dividend of 8.0p per share (2014: 5.5p per share) was paid on 9th April Following the payment of these dividends, the revenue reserve will amount to 4,829,000 (2014: 3,862,000). JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

18 Strategic Report continued Business Review continued Key Performance Indicators ( KPIs ) The Board uses a number of financial KPIs to monitor and assess the performance of the Company. The principal KPIs are: Performance against the benchmark index This is the most important KPI by which performance is judged. Information on the Company s performance is given in the Chairman s Statement and the Investment Managers Report. (Also please refer to the graphs on page9). Performance against the Company s peers The principal objective is to achieve capital growth relative to the benchmark. However, the Board also monitors the performance relative to a broad range of competitor funds. Performance attribution The purpose of performance attribution analysis is to assess how the Company achieved its performance relative to its benchmark index, i.e. to understand the impact on the Company s relative performance of the various components such as stock and sector allocation and gearing. Details of the attribution analysis for the year ended 30th June 2015 are given in the Investment Managers Report on page7. Share price relative to net asset value ( NAV ) per share The Board has a share repurchase programme which seeks to address imbalances in supply of and demand for the Company s shares within the market and thereby reduce the volatility and absolute level of the discount to NAV at which the Company s shares trade and in relation to its peers in the sector. In the year to 30th June 2015, the shares traded between a discount of 7.8% and 14.9% to the net asset value. More information on the Board s share buy back policy is given in the Chairman s Statement. Discount Performance Source: Datastream. JPMorgan Mid Cap share price discount Ongoing Charges Ratio The Ongoing Charges Ratio represents the Company s management fee and all other operating expenses, excluding finance costs, expressed as a percentage of the average of the daily net assets during the year. The Ongoing Charges Ratio for the year ended 30th June 2015 was 0.95% (2014: 0.97%). The Board reviews each year an analysis which shows a comparison of the Company s Ongoing Charges Ratio and its main expenses with those of its peers. Share Capital The Directors have authority on behalf of the Company to repurchase shares in the market either for cancellation or into Treasury and to issue Treasury shares or new Ordinary shares for cash. During the year no ordinary shares were repurchased for cancellation nor taken into Treasury (2014: none). Special Resolutions to renew the Company s authorities to issue and repurchase shares will be put to shareholders at the forthcoming Annual General Meeting. The Company did not issue any Treasury or new shares during the year. Principal Risks With the assistance of the Manager, the Board has drawn up a risk matrix which identifies the key risks to the Company. These key risks fall broadly under the following categories: Investment and Strategy: An inappropriate investment strategy, for example stock selection or the level of gearing, may lead to under-performance against the Company s benchmark index and peer companies, resulting in the Company s shares trading on a wider discount. The Board manages these risks through its investment restrictions and guidelines which are monitored and reported monthly. JPMF provides the Directors with timely and accurate management information, including performance data and attribution analyses, revenue estimates, liquidity reports and shareholder analyses. The Board monitors the implementation and results of the investment process with the Investment Managers, who attend all Board meetings, and reviews data which shows statistical measures of the Company s risk profile. The Investment Managers employ the Company s gearing tactically, within a strategic range set by the Board. Investment performance could be adversely affected by the loss of one or more of the investment management team. To reduce the likelihood of such an event, the Manager ensures appropriate succession planning and adopts a 16 JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

19 team based approach as well as special efforts to retain key personnel. A change of corporate control could also negatively impact the Company. The Board holds regular meetings with senior representatives of JPMAM in order to obtain assurance that the Manager continues to demonstrate a high degree of commitment to its investment trusts business through the provision of significant resources. Poor performance may lead to a widening of the discount. The Board monitors the Company s premium/discount level and will seek, where deemed prudent, to address imbalances in the supply and demand of the Company s shares through a programme of share buybacks. The Board holds a separate meeting devoted to strategy each year. Financial: The Company is exposed to market risk, liquidity risk and credit risk. The principal financial risk facing the Company is market risk arising from uncertainty about the future prices of the Company s investments. It represents the potential loss the Company might suffer through holding investments that could fall in value either due to general market movements or stock specific events. The latter is mitigated through diversification of investments in the portfolio. The Board reviews the portfolio and its gearing on a regular basis and has set investment restrictions and guidelines for the Manager. JPMF reports its adherence to these limits once a month to the Board. Financial risks faced by the Company are further disclosed in note 22 on pages52to56. Accounting, Legal and Regulatory: In order to qualify as an investment trust, the Company must comply with Section 1158 of the Corporation Tax Act 2010 ( Section 1158 ). Details of the Company s approval are given under Business of the Company above. Should the Company breach Section 1158, it may lose investment trust status and as a consequence capital gains within the Company s portfolio would be subject to Capital Gains Tax. The Section 1158 qualification criteria are continually monitored by JPMF and the results reported to the Board each month. The Company must also comply with the provisions of the Companies Act 2006 and, as its shares are listed on the London Stock Exchange, the UKLA Listing Rules. A breach of the Companies Act could result in the Company and/or the Directors being fined or the subject of criminal proceedings. A breach of the UKLA Listing Rules may result in the Company s shares being suspended from listing which in turn would breach Section The Board relies on the services of its Company Secretary, JPMF, and its professional advisers to ensure compliance with the Companies Act 2006 and the UKLA Listing Rules. Corporate Governance and Shareholder Relations: Details of the Company s compliance with Corporate Governance best practice, including information on relations with shareholders, are set out in the Corporate Governance Statement on pages22to27. Operational and Cybercrime: Disruption to, or failure of, the Manager s accounting, dealing or payments systems or the custodian s or depositary s records could prevent accurate reporting and monitoring of the Company s financial position. On 1st July 2014, the Company appointed BNY Mellon Trust & Depositary (UK) Limited to act as its depositary, responsible for overseeing the operations of the custodian, JPMorgan Chase Bank N.A., and the Company s cash flows. Details of how the Board monitors the services provided by the Manager and its associates and the key elements designed to provide effective internal control are included in the Internal Control section of the Corporate Governance report on pages 26 and 27. The threat of cyber attack, in all its guises, is regarded as at least as important as more traditional physical threats to business continuity and security. The Company benefits directly or indirectly from all elements of JPMorgan s Cyber Security programme. The information technology controls around the physical security of JPMorgan s data centres, security of its networks and security of its trading applications are tested by Deloitte and reported every six months against the AAF Standard. Board Diversity When recruiting a new Director, the Board s policy is to appoint individuals on merit. Diversity is important in bringing an appropriate range of skills and experience to the Board. At 30th June 2015, there were four male Directors and one female Director on the Board. Please refer to page 24 for more information on the workings of the Nomination and Remuneration Committee. Employees, Social, Community and Human Rights Issues The Company is managed by JPMF, has no employees and all of its Directors are non-executive, the day to day activities being carried out by third parties. There are therefore no disclosures to be made in respect of employees. The Board notes the JPMorgan policy statements in respect of Social, Community, Environmental and Human Rights issues, as outlined below. JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

20 Strategic Report continued Business Review continued JPMorgan believes that companies should act in a socially responsible manner. Although JPMorgan s priority at all times is the best economic interests of its clients, it is recognised that, increasingly, non-financial issues such as social and environmental factors have the potential to impact the share price, as well as the reputation of companies. Specialists within JPMAM s environmental, social and governance ( ESG ) team are tasked with assessing how investee companies deal with and report on social and environmental risks and issues specific to their industry. JPMorgan is also a signatory to the United Nations Principles of Responsible Investment, which commits participants to six principles, with the aim of incorporating ESG criteria into their processes when making stock selection decisions and promoting ESG disclosure. JPMorgan s detailed approach to how it implements the principles is available on request. Future Developments The future development of the Company is much dependent upon the success of the Company s investment strategy in the light of economic and equity market developments. The Investment Managers discuss the outlook in their report on page7. By order of the Board Alison Vincent, for and on behalf of JPMorgan Funds Limited, Company Secretary 24th September JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts 2015

21 Governance Board of Directors Andrew Barker (Chairman of the Board, Nomination and Remuneration Committee and Management Engagement Committee) A Director since October Appointed Chairman in Last re-elected to the Board: Other directorships/relevant experience: He has spent his career in investment management after joining Foreign and Colonial Management Ltd in 1970 from which he retired in His former directorships include The Bankers Investment Trust PLC where he was Chairman and Foreign & Colonial Investment Trust PLC. He is also a former Chairman of the Association of Investment Companies. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: 30,000. Michael Hughes CBE (Senior Independent Director) A Director since May Last re-elected to the Board: Other directorships/relevant experience: Director of T. Bailey Asset Management Limited and acting investment consultant to various family offices and charities. Formerly a Director of Baring Asset Management Limited from 1998 and Chief Investment Officer from 2000 until his retirement in Prior to this, he was Managing Director of Barclays Capital (previously BZW) and Chairman of the Board of pension trustees. Before Big Bang he was a Partner at stockbrokers de Zoete and Bevan. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: 4,000. Richard Huntingford A Director since December Last re-elected to the Board: Other directorships/relevant experience: Non-Executive Chairman of UTV Media plc and a Non-Executive Director of Crown Place VCT plc and Creston plc. Prior to this he was CEO of Chrysalis Group plc between 2000 and 2007 and Executive Chairman of Virgin Radio between 2007 and He has also been Chairman of Boomerang Plus plc and a Non-Executive Director of Virgin Mobile Holdings (UK) plc. He is a chartered accountant. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: 1,500. JPMorgan Mid Cap Investment Trust plc. Annual Report & Accounts

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