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  Title	British & American Investment Trust : Reporting Dpcument
  ID	10561641
  External ID	7834973608
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  Published Date	June 13, 2025, 8:57 p.m.
  Summary	British & American Investment Trust PLC Report and accounts 31 December 2024 British & American Investment Trust PLC As at 31 December 2024 Investment Policy To invest predominantly in investment
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  Content	British & American Investment Trust PLC Report and accounts 31 December 2024 British & American Investment Trust PLC As at 31 December 2024 Investment Policy To invest predominantly in investment trusts and other leading UK and US-quoted companies to achieve a balance of income and growth. Ten largest security holdings (excluding subsidiaries) Name Sector % Geron Corporation (USA) Biomedical 36.85 Dunedin Income Growth Investment Trust 4.37 Lineage Cell Therapeutics (USA) Biotechnology 1.75 Relief Therapeutics (Switzerland) Healthcare 0.12 ADVFN Other Financial 0.12 Vodafone Telecommunications 0.10 Serina Therapeutics (USA) Biotechnology 0.09 IQE Semiconductors 0.09 Proteome Sciences Pharmaceuticals 0.03 Northwest Biotherapeutics (USA) Biotechnology 0.01 Net Asset Value Total Return (NAVTR) (source: AIC) 1 year 72.6 3 year 43.9 5 year 90.0 Salient Facts Launch Date 1996 Management Self-managed Year/Interim End 31 December/30 June Capital Structure 25,000,000 Ordinary Shares of £1 (listed); 10,000,000 Convertible Preference Shares of £1 (unlisted) Number of Holdings 14 Net Assets (£m) 6.0 Yield 7.3% Dividend Dates Interim dividend - December Final dividend - June Share price (p) 24.0 NAV/share (p) 17.0 (diluted) Premium 41.1% (diluted) Ongoing charges 13.0% Sedol Code 0065311 ISIN Code GB000065311 Status Eligible to be held in an ISA or Savings Scheme. Contact British & American Investment Trust PLC Wessex House 1 Chesham Street London SW1X 8ND Tel: 020 7201 3100 Fax: 020 7201 3101 Website: https://www.baitgroup.co.uk Registered in England. Registered number 00433137 VAT Reg. No. 241 1621 10 SHARE PRICE (dividends reinvested) 5 YEAR SUMMARY DECEMBER 2019=100 NET DIVIDENDS PER ORDINARY SHARE 10 years record and proposed 2024 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 SHARE PRICE PER SHARE FTSE ALL SHARE INDEX - TOTAL RETURN INTERIM FINAL British & American Investment Trust PLC Annual Report and Accounts for the year ended 31 December 2024 Registered number: 00433137 Page Directors and officials 1 Biographical details of directors and investment policy 2 Strategic report including: Chairman's statement 3 Managing Director's report 6 Financial highlights 11 Net asset and dividend growth 12 Distribution of investments and cash 13 Investment portfolio 14 Five year record 15 Business review 16 Directors' report 23 Statement of directors' responsibilities 27 Independent auditor's report 28 Income statement 36 Statement of changes in equity 37 Balance sheet 38 Cash flow statement 39 Notes to the financial statements 40 Statement of Corporate Governance 61 Directors' remuneration report 70 Notice of meeting 75 Directors David G Seligman (Chairman) Jonathan C Woolf (Managing Director) Julia Le Blan (Non-executive and Chair of the Audit Committee ) Alex Tamlyn (Non-executive) Secretariat and registered office M Silverov (Secretary) Wessex House 1 Chesham Street London SW1X 8ND Registrars Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD Bankers Metro Bank PLC One Southampton Row London WC1B 5HA Credit Suisse AG Talacker 16 8001 Zurich Switzerland Auditors MHA 2 London Wall Place London EC2Y 5AU Chairman David G Seligman (Age 73) Formerly a director of S.G. Warburg & Co Ltd in corporate finance and private equity advisory. Founder of Seligman Private Equity Select, a private liquidity solutions fund manager. Appointed as Director 26 September 2017 and as Chairman 1 January 2018. Managing Director Jonathan C Woolf (Age 68) Director of Romulus Films Limited and associated companies, formerly merchant banker with S.G. Warburg & Co Ltd. Appointed 14 July 1983. Non-Executive Julia Le Blan (Age 70) Formerly a partner at Deloitte. Currently a director of the Biotech Growth Trust plc. Appointed 1 June 2022. Alex Tamlyn (Age 59) Solicitor, partner in DLA Piper UK LLP. Appointed 1 July 2018. Investment policy To invest predominantly in investment trusts and other leading UK and US-quoted companies to achieve a balance of income and growth. Full details of the company's investment policy are contained in the Business Review on page 17. AIC The company is a member of the Association of Investment Companies (AIC). Strategic Report Chairman's statement I report our results for the year ended 31 December 2024. Revenue The return on the revenue account before tax amounted to £0.4 million (2023: £0.8 million), a lower level than in the previous year due to a lower level of dividends received from our subsidiary company. The bulk of this revenue was accounted for by dividends received from our subsidiary company arising from gains and income related to our US investments. Gross revenues totalled £0.9 million (2023: £1.3 million). In addition, film income of £112,000 (2023: £74,000) was received in our subsidiary company. In accordance with IFRS10, this income stream is not included within the revenue figures noted above because consolidated financial statements are not prepared. The total return before tax, comprising revenue and capital return, amounted to a profit of £2.0 million (2023: £2.0 million loss), representing net revenue of £0.4 million, a realised loss of £0.7 million and an unrealised gain of £2.3 million. The revenue return per ordinary share was 0.5p (2023: 1.9p) on an undiluted basis. Net Assets and Performance Net assets at the year end were £6.0 million (2023: £4.5 million), an increase of 31.9 percent after payment of £0.6 million in dividends to shareholders during the year. This compares to an increase in the FTSE 100 index of 5.7 percent and to an increase in the UK All Share index of 5.6 percent over the period. On a total return basis, after adding back dividends paid during the year, our net assets increased by 45.5 percent compared to increases of 9.7 percent and 9.5 percent in the FTSE 100 and UK All Share indices, respectively. This substantial outperformance for the year as a whole more than reversed the underperformance of the previous year despite falling from the exceptional outperformance of over 100 percent registered at the half year. These results were due almost entirely to the significant recovery of 70 percent in the value of our largest investment, Geron Corporation, over the year as a whole. As reported at the interim stage, this reflected the long-awaited achievement by Geron of clearance by the US FDA of its haematological cancer drug, Rytelo, its first such approval, on 7th June last year. Following which Geron immediately commenced the marketing in the USA generating sales in line with expectations in the third and fourth quarters of the year. This represents a significant milestone in our long history of investment in this company which has proved to be a long and often difficult road given the elevated levels of volatility experienced in both the individual stock price and biopharma market as a whole. A more detailed description of the performance of Geron is given in the Managing Director's report below. Equity markets in the UK and USA performed firmly in 2024, as inflationary pressures subsided in response to central bank interest rate policies which had kept rates higher for longer than had been anticipated, particularly in the USA. Inflation had proved to be more stubborn than expected in the USA and this was in part due to the effects of the Biden administration's albeit very successful policy of stimulating growth and activity in infrastructure and environmental investment. These higher levels of corporate activity also resulted in the steady increase in the value of US equities over the year, with the indices rising by 20 percent and surpassing their all time highs throughout the year as they rose. In the UK, the equity market showed a similar performance in the first half, rising by 10 percent, as growth returned to the economy but remained flat thereafter. This followed the change in government in July and its policy of talking down the UK's economic prospects to prepare the ground for a hard-hitting budget in the autumn. This had the unfortunate effect of killing business and consumer confidence which by the fourth quarter had translated into monthly declines in GDP. In my interim statement, I described at length the likely damaging effects of the labour government's economic approach and policies and I will not repeat these here. However, the introduction a record-breaking tax and spend budget and other legislation since then which placed significant extra tax and operational burdens on the corporate sector has only added to my previous comments about the government's much vaunted but misdirected promises and policies to achieve Chairman's statement (continued) economic growth. Unfortunately the inevitable outcome of these policies is already beginning to be seen in the reversal of growth and record levels of taxation, government spending and borrowing. A further blow to UK and indeed world-wide growth prospects has occurred in the first quarter of 2025 with the introduction of Trump's international trade tariffs as more fully described in recent events below. Dividend In 2024, dividends of 1.75 pence per ordinary share and 1.75 pence per preference share were paid as an interim payment during the year. This was the same level of dividend for ordinary and preference shareholders as in the previous year and represented a yield of approximately 6 percent on the ordinary share price averaged over a period of 12 months. It is our intention to pay an interim dividend this year of no less amount contingent on the profitable sales of investments during the year. The position regarding these investments is set out in more detail in the Managing Director's report below. Recent events and outlook As explained in considerably more detail in the Managing director's report below, 2025 has to date brought a totally unexpected reversal in the advances the portfolio experienced in 2024 due to an unexpected and significant fall in the share price of Geron in the last two months which has negatively impacted our portfolio value. We believe this reversal to be temporary and that the portfolio will regain its value of the previous year for the reasons set out in that report. The perceived economic and business uncertainties going forward in the UK have been discussed at length above and in our interim report. Since when, however, a major new source of uncertainty has arisen with the election last November of President Trump in the USA on the promise of a radical programme of change and indeed disruption across almost all areas of domestic political, economic, social and financial policy as well as globally in terms of trade, defence and international relations. The initial market reaction to his promises to reduce the costs of living and inflation, cut taxes and promote business was positive and the equity market and US dollar strengthened further in the last two months of 2024. However, this reaction soon dissipated after the new administration took office in mid January. It had been expected that some of Trump's more extreme plans - for example to slash the costs of government administration, abolish entire government departments and introduce penal international trade tariffs on goods - were intended more as a negotiating tactic rather than firm strategy, given Trump's tendency to use extreme policy announcements as a crude lever and then change course abruptly to achieve quick commercial gains. However, this has not been the case and if anything has been doubled down upon as seen by the mass and indiscriminate layoffs of government employees, the nonchalant shedding of age-old alliances and earlier this month the imposition of a far harsher than expected regime of international trade tariffs on goods imported from all other countries. The accumulation of all these disruptive and damaging policies, many of which upend long-established economic, defence and trade arrangements which have underpinned global prosperity and security as long as most people can remember, has resulted in extreme levels of uncertainty since the beginning of the year causing significant falls or re-alignments in all markets, be they financial, investment, currency, commodity, employment or trade, whether in the USA or worldwide. It is too early to say how these unprecedented policy changes in the USA will play out over time, save to say that in the short to medium term increases in inflation, slower reductions in interest rates and lower levels of economic growth and therefore investment markets can be expected. For these reasons and the continuing high levels of uncertainty, the reaction of markets both in the US and internationally has been extremely negative with very high levels of volatility. US equity markets fell by up to 20 percent at one stage and the US dollar has retreated by almost 10 percent from recent highs. Economic indicators for consumer sentiment, business activity, employment and growth in the USA have fallen to their pandemic low levels and these can expected to be translated into hard data within months as actual out-turns confirm Chairman's statement (continued) these predictions. Our investment policy has for some time relied on the capture of value from our major investments in US biotechnology and this remains the case. However, as reported at the interim stage, it has also been our aim to rotate some of our investments into other asset classes as conditions and performance warrant and we have recently started to initiate this change. The recent turmoil in equity markets has provided some early justification for this, but we still await the achievement of target returns from our US biotechnology investments to follow through with this on a sustained basis. Our largest investment, Geron Corporation, had an excellent year in 2024, finally completing its aim of obtaining FDA approval for its oncology drug in the USA and swiftly commencing sales which in their first two quarters met expectations. Having now successfully completed its transformation from a clinical development company to a product sales company in an important area of significant unmet medical need, we fully expect the substantial increase in the company's value seen in 2024 to continue and accelerate once the unfortunate and unexpected price setbacks of the last few weeks referred to above have been overcome and the current turmoil in financial markets has been eliminated. As at 25 April 2025, our net assets had decreased to £1.0 million, a decrease of 83.6 percent since the beginning of the calendar year. This is equivalent to 3.0 pence per share (prior charges deducted at fully diluted value) and 3.0 pence per share on a diluted basis. Over the same period the FTSE 100 increased 3.0 percent and the All Share Index increased 1.8 percent. David Seligman 30 April 2025 Managing Director's report As noted in the Chairman's statement above, our portfolio outperformed substantially in 2024 as a result of increases in the value of our principal investment, US biopharma company Geron Corporation. After many years of investment in this company as it pursued its long and complicated path through multiple stages of clinical development in the USA, the company finally achieved its objective in 2024 of transitioning from a clinical drug development company to a commercial income generating biopharma company, having gained official FDA marketing approval in the USA in June for its haematological oncology drug, Rytelo. Geron's share price rose to a 6 year high in June, representing an all time high in terms of market capitalisation of US$ 3 billion. Assisted also by strength in US equity markets and relative firmness of the US dollar, our portfolio outperformed the comparative indices by 35 percent over the last year on a total return basis and by 25 percent over 5 years. It also similarly outperformed the relevant AIC investment trust sector indices for these years on the same basis. 2025 has to date brought a totally unexpected reversal in the advances the portfolio experienced in 2024 due to an unexpected and significant fall in the share price of Geron in the last two months. We believe this reversal to be temporary and that the portfolio will regain its value of the previous year for the reasons set out below. Geron Corporation On 26th February 2025, Geron announced its 4th quarter 2024 results describing 2024 as "a terrific year". The major milestones which the company achieved in 2024 were listed: obtaining FDA advisory committee clearance in March, official FDA marketing approval in June, the commencement of sales in July, the generation of increasing initial sales income in the second half of 2024 in line with projections and the completion of a US$375 million non-dilutive financing in November. Based on this excellent report, one could have expected further and significant advances in Geron's value. However, since then inexplicably and very frustratingly the exact opposite has occurred. Following a botched presentation by the CEO of these results the same day, a major sell-off occurred in the company's share price. This followed remarks by the CEO to say that the company's sales had been flat over the Thanksgiving/Christmas period, which precipitated a fall of over 30 percent in the share price by the end of the trading day. This was despite confirmation in the Q&A after the presentation that the first year net revenue target remained unchanged. A statement of this nature by the CEO, without including the obvious caveat that it might be linked to a reduced take-up of a new drug over the holiday period given the many administrative and monitoring requirements connected with new drug commencement and the obtaining of insurance cover (a fact belatedly acknowledged in the subsequent Q&A session as being not un-common for companies marketing new drugs) was always going to be a hostage to fortune, and particularly given Geron's long history as a target of short selling and other negative market practices. And so it proved, with the always ready short funds taking advantage of the opportunity to sell the stock down aggressively and in high volume. And within 10 days of his presentation, Geron's long-time President and CEO had left the company. This decline in price took the stock price down to levels 75 percent below the high reached last June when it had received marketing approval and to valuations of 6 years ago when the Phase 3 trials had not even commenced. As will be seen from the analysis below, Geron stock should now be trading at multiples of the current price based on standard market metrics and so it can only be surmised that this recent and precipitous decline in price could very well be attributable to the continued and indeed enhanced effect of the untoward actions and market forces which have for so long time obscured the true and fair market valuation of the company's operational circumstances and business potential. That this drop was unjustified can be seen in the context of how biotech company valuations typically progress after receiving new drug marketing approvals and commencing sales. In the initial period following the introduction to the market of an important new and ground-breaking drug providing significant unmet medical need, such as Geron's Rytelo, biotech company sales will generally increase steadily and indeed exponentially as patients start to take up the new drug in response to accelerating sales efforts and word of mouth from doctors and patients about the effectiveness of the drug. This was indeed the pattern starting to be seen in the first six months of Geron's commercial sales which commenced last July. Geron is currently trading on a multiple of less than 3 times management's expected first year sales estimates whereas generally one would expect a company marketing a new drug to be trading on around 10 times first year sales (in anticipation of standard industry multiples of approximately 6 times sales for a successful drug once sales have grown to reach stable levels of market penetration). And this takes no account of potential future sales from Rytelo's second indication, Myelofibrosis (MF), which is nearing completion of Phase 3 trials and which has a larger addressable market than MDS, its already approved indication, or indeed prospective European sales following Rytelo's recent approval in Europe. Consequently, the market price of Geron is currently trading up to three times below what one would normally expect at this stage. If one also takes into account the fact that Geron holds cash balances of US$ 500 million, representing some 60 percent of its current market value, then on a net of cash basis, the current share price is equivalent to 1.5 times sales based on flat first year sales or just 1 times sales based on the company's expected sales forecast. And at a normalised margin of say 50 percent, this would represent an effective current year P/E multiple of 3 times, to say nothing of a prospective the P/E multiple. Given that the US pharma industry trades on an average multiple of 20 times, this obviously represents an unreasonably large discount to the market and makes it clear by how much Geron is being mispriced. As noted above, within 10 days of this mismanaged presentation and its unfortunate aftermath, the CEO's summary departure after 15 years in the position was announced. Given the long-term unhappiness of many of Geron's shareholders (ourselves included) in the CEO's management of the company and his repeated inability over many years to protect the interests of shareholders in the face of negative market forces (as referred to many times in our previous reports), we had expected some recovery in the share price following his departure. However, to date such recovery has not occurred and has to a considerable extent been prevented by the extreme turbulence in financial markets which occurred three weeks later on 2nd April with the announcement of Donald Trump's international trade tariff increases. The ensuing retaliatory trade tariff war brought immediate and severe disruption to all equity markets worldwide, and particularly in the USA, as discussed in more detail below, which has made it even more difficult for Geron's share price promptly to recover to a level which attributes reasonable value to its current circumstances and prospects. We have had cause over the past many years to comment on the abnormal trading patterns of this stock and the severe lack of price discovery which has plagued its market movements. We have criticised management frequently for its inability to protect the interests of shareholders in the face of this market distortion. It is believed that this repeated and unexplained pattern of adverse market movements is indicative of the various powerful and opposing market forces at work in relation to this stock. While it is only possible to speculate, it could be surmised that the high level of short selling seen for years in this stock (fed by the periodic but inevitable flow of dilutive secondary issues applicable to all biotech stocks), the high level of institutional holdings (with over 80 percent of the stock) willing to stock lend to generate ongoing income by satisfying short-seller cover as they await the ultimate realisation of capital profit on their holdings and, in the background, big pharma companies waiting to acquire the company but minimise an eventual acquisition cost, has conspired unhelpfully and damagingly to keep the stock price artificially low. The stock has effectively become the plaything of these groups until they are ready to commit and realise the gains or capitulate and suffer the losses on their positions. Illustrative of this has, for instance, been the immediate filing of a number of class action suits by ambulance chasing lawyers following the recent severe drop on Geron's share price. Daily reminders soliciting plaintiffs for these class action suits are publicly posted which contribute to the artificially low share price being sustained as they inevitably cause ongoing reputational and investment damage to the company. This practice is a well known and cost free ploy of market participants such as short funds or prospective pharma acquirers seeking a lower share price for their own advantage. Typically these suits prove to be baseless and are settled by the companies concerned to save legal costs and reputation, with no admission of fault and any shareholder compensation or litigation commissions are covered by the company's insurers. This is now the third occurrence of such suits against Geron over the past 10 years, with no wrong-doing proved against the company and no fault admitted in the first two cases settled. The endgame of these market distortions is now at hand, as the company is no longer a speculative play but rather a company with an approved product, generating sales and capable of being valued on standard and well-established financial metrics. With the stock trading at levels far below what such metrics would reasonably dictate, it is starting to look like a false market has developed in this stock as the influence of these opposing and powerful institutional forces trading Geron stock has become even clearer. The endgame for a post-approval biotech generating sales would normally be acquisition by or partnership with a large pharma company. Very few biotech companies remain independent or un-partnered by this stage of the process. Furthermore, the recent abrupt departure of Geron's long-time CEO leaves the company vulnerable or indeed ready for strategic corporate action by interested pharma companies and so should only enhance such an outcome. Furthermore, the important announcement made shortly after the CEO's departure that Geron received marketing approval in Europe, a significant and long-awaited milestone with the potential to double sales, can only have strengthened this eventuality. Whether it was pressure from institutional shareholders or the board which engineered the CEO's sudden departure, investors have every right to be angry about the way management has failed to protect their interests over many years and particularly now. Management may be aligned to some extent with investors given the heavy and consistent award to them of bonus and incentive equity over many years, but they have shown little sign of protecting shareholder interests. Perhaps with the recent departure of the CEO and with their equity now well underwater they might now start to do so. We believe it is now incumbent on Geron's board to take urgent steps to normalise its stock price to a range which properly reflects its current circumstances and prospects and is not just the victim of powerful market participants with their own agendas. Given the lack of confidence the market has shown over a number of years in the ability of management to protect shareholder interests from these forces and even now after the successes of 2024, these steps should include without delay negotiating a sale or partnering of the company with a suitable large pharma company at a price which properly recognises its current and potential value and offers shareholders a proper return on their investment. Given all of the above, we see this unfortunate reversal in Geron's share price of the past two months to be temporary and fully expect it to regain its value of the previous year to reflect its current circumstances and future prospects, irrespective of the current very volatile general market conditions. A presentation of the company's first quarter results is due to be made by the interim management on 7th May when they will hopefully be able to report that sales have resumed their previously rising track after the Christmas lull and the first year sales estimates can be re-confirmed. Notwithstanding that, however, we sincerely hope that the interim management now proceeds to take the steps noted above to free the company from trading at the whim of competitively self-serving market forces at prices unconnected with the company's underlying financial fundamentals and prospects and provides shareholders, be they institutions, retail or employees, with the return they - and we - deserve for holding this stock. US trade tariffs and other new policy initiatives The avalanche of over 120 executive orders issued by Donald Trump across all areas of government policy since his inauguration on 20th January, and particularly the announcement of wide-ranging and punitive trade tariffs on 2nd April, has completely changed the landscape, rules and financial order of the Western and indeed the wider developed world which had been in place and enjoyed since World War II. This fundamental and isolationist shift in US domestic and international policy has in just a few short months resulted in shock and damage to practically every measure of US strength and international relevance, including its financial markets - both equity and bonds, the US dollar, US treasury yields, international trade, its long-term strategic alliances, defence arrangements and 'soft' power. All things which have for the past many decades made the US the exceptional power with a pre-eminent economy which we all recognise. Further adverse effects of these new policies are expected to reveal themselves in the USA in the months to come in terms of higher inflation, tighter interest rate policy, lower economic growth, increased unemployment, lower consumer spending and even social unrest as the measures are challenged for being unconstitutional or 'un-American' and highly damaging. The numerous mis-steps of the new US administration surrounding the changes themselves and their subsequent chaotic implementation has caused high levels of uncertainty not only in the USA but also around the world given the inter-connectedness between the USA and most other countries in the globalised economy. This has damaged markets worldwide and presented the greatest shock to markets since the financial crisis of 2008. The highly turbulent market in the USA has also provided a difficult background for our own portfolio, given its preponderance of US investments, and has impeded recovery in the value of our largest investment to prior levels after the price decline of the last two months. Further such headwinds can also be expected from the recent substantial fall in the US dollar by almost 10 percent and the threatened tariffs on pharma imports into the USA with possible ongoing implications for valuations in the pharma industry as a whole. The basic incoherence behind these recently introduced, suspended, reduced and then re-instated tariffs and the bogus nature of their calculation has already caused substantial real world damage to markets (whether equity, bond, currency, or commodity), to international trade, to the US dollar and to America's international and financial reputation over the last few weeks, as is evident for all to see. For example, within days of the announcement of these trade tariffs on 2nd April (so called 'Liberation Day'), the US NASDAQ and Biotech indices fell precipitously and entered bear market territory. The Dow suffered almost the same fate, retreating 18 percent from its high in January. Although these indices have recovered marginally since, they are all still firmly in correction territory being 18.5 percent, 20 percent and 13 percent, respectively, below their all time highs at the end of last year. In the case of the Dow, its precipitous decline of 9 percent in the first three weeks of April, has been the largest such April decline since 1932, at the time of the Great Depression. The fatuous notion espoused by Trump that a trade deficit in goods represents theft by the exporting country and must be punished is based on an entirely false premise when those goods are supplied at costs and in quantities unable to be supplied by the importing country. This is compounded by the fact that if the export of US services is taken into account, the US runs a huge overall trade surplus with the world in the other direction. And this situation exists precisely because over time the US economy and its workforce has developed, grown and sophisticated, providing better, new economy and more highly paid jobs to its citizens, which has in turn resulted in the massive outperformance and wealth creation the USA has enjoyed as a whole over the last many decades. Trade tariffs between countries have always existed and in many cases are used as a tool both to protect importing countries from the malign trade practices of others such as predatory pricing and dumping contrary to the rules of the WTO, and also as a means of raising revenue for the importing country. There can also be an effective policy element embedded in trade tariffs designed to encourage domestic production via import substitution and the protection of vital or security relevant industries. The latter is the more rational impetus behind Trump's imposition of higher tariffs, given his perceived notion that the USA needs to rebuild its manufacturing base after many decades of de-industrialisation by bringing production back onshore thereby becoming less reliant on other countries, and particularly geopolitical adversaries, not only (and mistakenly) for old economy products such as coal, internal combustion vehicles and steel but even new economy and advanced products such as personal technology, renewable energy products, EV and industrial energy batteries and high end consumer goods. However, for such tariffs to be effective in any meaningful way and not have the counter-productive effect in the meantime of destroying domestic demand and economic confidence due to the imposition of high prices and disruption to global supply chains (and thus investors' appetite to shoulder the many years of work and investment needed to create alternative and viable domestic production), they have to be implemented seriously, cautiously, carefully and gradually which is very far from the case at the moment. On the contrary, these tariffs have been poorly designed, poorly planned and poorly executed as has become obvious from the wild and value destroying swings in financial and trade markets which have occurred since their imposition. Encouraging the creation of new centres and means of domestic production is a delicate and incentive-laden task which will not necessarily be furthered through the stick of imposing of heavy financial penalties on trade. In sum, Trump's hope that his trade and re-industrialisation policies would represent a 'back to the future' moment for the USA could very well have the result that the US economy finds itself stuck destructively in the past. Jonathan Woolf 30 April 2025 Financial highlights For the year ended 31 December 2024 6.81p 5.87p *Calculated in accordance with International Accounting Standard 33 'Earnings per Share'. The cumulative convertible non-redeemable preference shares are anti-dilutive relating to the calculation of diluted EPS on the revenue return (Note 7). **Basic net assets are calculated using a value of fully diluted net asset value for the preference shares. Net asset and dividend growth NET ASSET VALUES (dividends reinvested) 5 YEAR SUMMARY DECEMBER 2019=100 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 NET ASSE VALUE PER SHARE FTSE ALL SHARE INDEX - TOTAL RETURN NET DIVIDENDS PER ORDINARY SHARE 10 years record and proposed 2024 INTERIM FINAL Distribution of investments and cash This represents gross assets and therefore excludes bank loan and the guarantee of subsidiary obligations by the parent. *The majority of the above value of unquoted subsidiaries comprises £4.3 million overseas quoted investments, £1.8 million fair value of film rights and net loans due of £1.3 million. Holdings in other investment companies It is the company's stated policy to have an unlimited percentage of its gross assets in other listed investment companies. In accordance with the Listing Rules, the company will restrict any future investments in listed investment companies, which themselves do not have a policy of restricting their investments in other listed investment companies to 15% (or less) of their gross assets, to 10% of its gross assets at the time of the investment. As at 31 December 2024, none of the company's total assets were invested in the securities of other UK listed investment companies which themselves do not have a policy of restricting their investments to the 15% mentioned above. Five year record Earnings per ordinary share (diluted) is based on the revenue column of the 'Profit/(loss) for the period' in the Income statement and on 35,000,000 ordinary and convertible preference shares in issue. Ongoing charges is based on the ratio of total expenses to average shareholders' funds. The absolute level of total expenses has decreased by 3.7% in 2024 compared to the prior financial year. Cumulative performance (2019=100) Following a meeting with the AIC Statistics department, it was agreed to move British & American Investment Trust PLC to the Global Equity Income sector from the UK Equity Income sector with effect from 24 November 2022. As a result, the performance of the company to 31 December 2024 is compared to the UK Equity Income sector, Global Equity Income sector and FTSE All Share Index. Business review Business and status The activities of the company and its subsidiary undertakings during the accounting year were as follows: Company Activities British & American Investment Trust PLC (the 'company') Investment trust BritAm Investments Limited Investment holding Second BritAm Investments Limited Investment holding British & American Films Limited Film investment company All subsidiaries are incorporated in the United Kingdom and have their registered office as that of British & American Investment Trust PLC, which can be found on page 1 of the report. The company is an investment company under section 833 of the Companies Act 2006. The company has obtained approval as an investment trust from HM Revenue & Customs for all accounting periods commencing on or after 1 January 2012 and has continued to conduct its affairs in compliance with the ongoing requirements of section 1158 of the Corporation Tax Act 2010. S172 Statement The directors of the company are required to promote the success of the company for the benefit of the members, shareholders and other stakeholders as a whole and describe how they have performed this duty as set out in Section 172 of the Companies Act (2006). The board will look to understand and take into account the needs of each stakeholder, although recognising that different stakeholders may have conflicting priorities and every decision the board makes will not necessarily result in a positive outcome for all. British & American Investment Trust PLC does not have any customers so its main stakeholders include its shareholders, employees and a small number of third-party suppliers. These suppliers are well recognised independent firms supplying registration, custodial and banking services. Shareholders - At every board meeting the directors review the performance of the company towards meeting the company's investment objective through its strategy. The Managing Director reports to other board members and answers any questions raised. Compliance with existing regulatory and legal requirements is reviewed, together with any new regulations that are due to be introduced or are being proposed that may affect the company. The board recognises the importance of, and is committed to, understanding the views of shareholders and maintaining communication with its shareholders in the most appropriate manner. This is undertaken through the Annual General Meeting, published reports and shareholder enquiries. The company encourages all shareholders to attend and participate at its Annual General Meeting. Whilst the formal business of the meeting is the primary purpose of the meeting, members of the board are available to answer questions directly from shareholders, to provide an update to the meeting and to offer shareholders an insight into the business. The publication of Annual and Half Yearly Reports is considered to be the primary method of communication to shareholders. Employees - The company has a small number of employees which enables regular formal and informal access to board directors. Since the number of employees is very small the board believes these arrangements are appropriate. The company provides an inclusive, diverse and motivating place to work which encourages, supports and assists engagement in the delivery of the long-term objective. Other suppliers - The board maintains regular contact with its auditors, custodians, registrars and bankers and receives regular reporting from the registrar and custodians at its committee meetings. The board reviews and appraises the key service providers annually. Wider Society and environment - Whilst investment performance is the company's main focus, the board recognises Business review that to provide an investment vehicle that is sustainable over the long term regard must be had to ethical and environmental issues. The board has delegated authority to the Managing Director for monitoring the corporate governance of investee companies. The board has delegated to the Managing Director responsibility for selecting the portfolio of investments within investment guidelines established by the board and for monitoring the performance and activities of investee companies. On behalf of the company the Managing Director carries out detailed research of investee companies and possible future investee companies through broker and internally generated research. The research includes an evaluation of fundamental details such as financial strength, quality of management, market position and product differentiation. Other aspects of research include an appraisal of social, ethical and environmentally responsible investment policies. The board made several significant decisions during the year: considered and approved interim dividend payment at the same level of dividend for ordinary and preference shareholders as in the previous year; the valuation of film rights papers were reviewed by the board and the valuation of £1.75 million was approved. Investment policy The company's stated investment policy, as approved at the Annual General Meeting held on 27 June 2017, is to invest 'predominantly in investment trusts and other leading UK and US-quoted companies to achieve a balance of income and growth'. In fulfilling this policy, the company acts as a long-only investment vehicle and in recognition of its status as an authorised investment trust and parent of a group of companies comprising two other investment companies and a film investment company. The company does utilise gearing in its portfolio and will from time to time be temporarily modestly geared to facilitate re-alignment of the investment portfolio. The company does on occasion make use of derivative instruments to hedge exposures to particular investments or markets. The company may write options on shares held within the investments portfolio where such options are priced attractively relative to longer term expectations of the relevant share prices. Investment Policy To invest predominantly in investment trusts and other leading UK and US-quoted companies to achieve a balance of income and growth. Asset Allocation Equities The majority of the UK equity element of the portfolio will be invested in listed investment trusts, unit trusts and other collective investment schemes, the balance being invested in other UK listed companies and unquoted investments, the latter subject to a maximum of 5% of the portfolio. The majority of the US equity element of the portfolio will be invested in listed stocks in the biotechnology, biopharma and pharmaceutical sectors, the balance being invested in listed companies in other sectors. Fixed Interest Fixed interest holdings may be held for yield enhancement purposes and may account for up to 50 percent of the total portfolio if market conditions are considered appropriate. Risk Diversification Risk is managed through diversification of holdings, investment limits set by the board and appropriate financial or other controls relating to the administration of assets. The company maintains a portfolio of investments, typically comprising around 20 holdings, but without restricting the company from holding a more or less concentrated portfolio from time to time as circumstances require. Derivative instruments are used in certain circumstances, and with the prior approval of the board, for hedging purposes. Gearing Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The company's net gearing range may fluctuate between 0% and 20% based on the current balance sheet structure with an absolute limit of 40%. Portfolio Investment Level As a general rule, it is the board's intention that the portfolio should be reasonably fully invested. An investment level of 90% of shareholder funds (net of short term cash held for dividend payments) is regarded as a guideline minimum level, although lower levels of investment may be considered appropriate for a period of time in the event of unusual market conditions. Investment strategy and Business model The company's objective is to achieve a balance to investors of growth in income and capital with the intention of reverting to paying progressive dividends when circumstances allow. The policy of the investment portfolio is to invest predominantly in investment trusts and other leading UK and US-quoted companies. Investments are self-managed. The portfolio currently consists of a list of around 6 UK quoted companies, investment in subsidiaries (56.4% of the portfolio), 6 overseas quoted companies and two UK unquoted holdings. Historically, investments in other investment trusts have accounted for approximately 50 (currently 10.0%) percent of the total portfolio with the balance being invested in a selection of leading quoted companies and other investments to provide opportunities for capital growth and income generation. Currently, these individual exposures are in US biomedical (36.9%) and biotechnology (1.9%). The other investments have often been concentrated in a small number of companies, typically in the healthcare, other financial, telecommunications, semiconductors and pharmaceuticals. The implementation of portfolio strategy includes some purchases of investee stocks after the announcement of a dividend and, consequently, some of the revenue income may have a corresponding capital loss, on the subsequent disposal of these investments. The company currently does not hedge against currency fluctuations. At 31 December 2024 the company's current liabilities included a bank credit facility of £942,000 (2023 - £1,235,000) and trade and other payables of £2,249,000 (2023 - £2,008,000), including £1,002,000 (2023 - £789,000) owed to subsidiary companies and £715,000 (2023 - £675,000) owed to related parties. At 31 December 2024 the company's net gearing was 11.64% (2023 - 26.51%). Whenever total investment in UK listed investment companies, which have not declared an investment policy to invest less than 15% of their gross assets in other UK listed investment companies, exceeds 10% of gross assets, no further investments in such companies are made until the total investments in such companies returns below 10% of gross assets. Currently these investments amount to nil% of company gross assets. Portfolio performance in capital and income is measured and reported against the benchmark FTSE All Share Index and relative performance against AIC peer group members is monitored. There is a recognition that at times, particularly when foreign or foreign currency denominated investments form a significant element of the portfolio, a certain degree of performance mismatch to the benchmarks is likely to occur. Performance The directors consider a number of performance measures to assess the company's success in achieving its objectives. The key performance indicators (KPIs) used to measure the performance of the company over time are the following established industry measures: the movement in net asset value per ordinary share (after deducting preference shares at fully diluted net asset value) compared to the benchmark FTSE All Share Index; share price total return; the discount/premium (after deducting preference shares at fully diluted net asset value); the ongoing charges; earnings per share; and dividend per share. A historical record of these measures is shown on pages 11, 12 and 15. The board also considers peer group comparative performance. The review of the business is included in the Chairman's Statement on pages 3 to 5 and Managing Director's Report on pages 6 to 10. Information on movements in the NAV and on investments since the year end is included on pages 11 and 13 respectively. The financial highlights for the year under review are as follows: the net asset value per share assuming conversion of the preference shares increased by 31.9% on a diluted basis during the year, compared to an increase in the benchmark (FTSE All Share) of 5.6%, ordinary share dividends remained 1.75p per share and the premium of the share price over the net asset value per share assuming conversion of the preference shares moved from 39.6% to 41.1% at the year end. Discount/premium The discount or premium, in absolute terms and relative to other similar investment trust companies, and the composition of the share register is monitored by the board. While there is no discount target or management policy the board is aware that discount volatility is unwelcome to many shareholders and that share price performance is the measure used by most investors. The board seeks to provide effective communication to existing and potential shareholders and maintain the profile of the company. Principal risks and uncertainties The Board has carried out a robust assessment of the principal and emerging risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity. The audit committee meets at least twice a year to review the company's internal controls framework and to establish the nature of the risks the company is subject to in carrying out its strategic objectives. The audit committee maintains a risk register which identifies current (including principal risks) and emerging risks and seeks to manage these risks through continual review, evaluation, mitigating controls and action as necessary. The Company outsources custody and share registration to well recognised well established firms and receives internal control reports from these firms. Further information regarding the Board's governance, oversight of risk, and its review process can be found in the Corporate Governance Report and the Audit Committee report. Operational risks may arise from inadequate or failed processes, people and systems or from external factors. The risk matrix maintains and updates the key internal controls of the company including business continuity plans and emerging risks such as cyber security to ensure effective operation. The reviews by the Audit Committee ensure that these controls, which may be amended as required by the Committee, are adequate to mitigate risk and prevent and detect fraud. Emerging risks ‐ during the year the Board considered emerging risks relevant for the Company because of the potential impact on market risk, for example, risk of recession, inflation becoming embedded, pandemics and biohazards, quantum computing and geopolitical events such as the war in Ukraine and in the Middle East between Israel and Hamas, tensions with China, the appointment of Donald Trump as President of the United States and the introduction of tariffs and ungoverned artificial intelligence. These risks are monitored as part of the investment management process and added to the main risk register if necessary. Principal risks ‐ are those risks derived from the matrix which have the highest risk ratings and they tend to be relatively consistent from year to year given the nature of the Company and its business. The principal risks faced by the Company, together with the approach taken by the Board towards them, are summarised below. Investment policy/performance risk - The Company's investment policy and strategy exposes the portfolio to share price movements. The performance of the investment portfolio typically differs from the performance of the benchmark and is influenced by stock selection, liquidity and market risk (see (ii) below and Note 9 for further details). 89% of the Company's portfolio is invested in a small number of US quoted Biotech stocks which are generally perceived to be volatile. To mitigate this volatility and concentration risk the remainder of the portfolio is invested in one investment trust with a broad range of companies and sectors. The Board monitors performance against the investment objective over the long term by ensuring the investment portfolio is managed appropriately, in accordance with the investment policy and strategy. The Managing Director is responsible for portfolio management and has a clearly defined investment philosophy and investment process. The Board receives regular and detailed reports on investment performance including detailed portfolio analysis and risk profile. Peer group performance is also regularly monitored by the Board. This risk has been elevated for some time and remains elevated. Market risk - Investment performance is affected by external market risk factors, including those creating uncertainty about future price movements of investments. The Managing Director is responsible for assessing market risk as part of his portfolio management. The Managing Director regularly assesses the exposure to market risk when making investment decisions and the Board monitors the results via his monthly and ad hoc other reporting. Market risk also includes such factors as interest rate risk, currency risk, risk of inflation and risk of impending recession. This risk has been high for some time, is constantly changing and remains high. Gearing risk - In rising markets, gearing enhances returns, but in falling markets it reduces returns to Shareholders. The Board and the Managing Director have specifically considered the gearing strategy and associated risks during the year. To mitigate the risk, all borrowings require the prior approval of the Board and gearing level is kept under close review by the Board. Political Risk The Board continues to monitor the political situation in Ukraine and shares global concern about the Russian aggression in Ukraine, however the company's portfolio has no direct exposure to Russia or Ukraine. The Board also monitors the war in the Middle East (Israel-Hamas war) and tensions with China. Although the company has no Chinese stocks, the market generally is unsettled by the tensions. (iv) Operational Risk - Operational risks may arise from inadequate or failed processes, people and systems. The Board is aware of the increased cyber threat with cyber attacks growing and their increasing frequency and scales. Failure of the company's information technology systems could lead to financial loss, disruption or damage to the reputation of company. The Managing Director regularly assesses the information technology systems and its exposure to cyber risks and the Board receives regular reports and updates on disaster recovery plans, information technology security and improvements to information technology systems. The risk of the unavailability of the Managing Director has been considered by the Board and, steps to be taken by the Board in the event that the Managing Director becomes unexpectedly unavailable for a significant period of time, have been documented. Viability Statement In making its assessment, the Board is aware that there are other matters that could have an impact on the Company's viability in the future. In accordance with provision 31 of the UK Corporate Governance Code, published by the Financial Reporting Council in July 2018, the directors have assessed the viability of the company over a period of three years, taking account of the company's current position and the potential impact of the principal risks and uncertainties. The directors believe this period to be appropriate as it reflects the longer term investment strategy of the company in terms of both investment prospect and income growth. In considering the viability of the company, the directors have conducted a thorough assessment of each of the principal risks and uncertainties and in particular the impact of market risk where a significant fall in global equities markets would adversely impact the value of the investment portfolio. The directors have also considered the company's income and expenses, where the current level of external dividend income does not cover the expenses and hence a reliance on the Credit Suisse credit facility, until the true market potential of its US Biomedical/Biotech investments are realised. The Credit Suisse facility has been confirmed to continue on its existing terms as the recently announced Credit Suisse - UBS AG merger proceeds. The Credit Suisse facility limit is based on the value of collateral lodged with the bank and currently has unutilised capacity which can be increased by lodging more collateral. A downward movement in market values would reduce the facility limit. The facility is repayable on demand and in that event the company would be required to sell some of its readily realisable investments, possibly at sub-optimal prices. The directors have also considered how the forecast income stream and levels of reserves could impact on the company's ability to pay dividends to shareholders over that period in line with its dividend policy. The payment of future dividends is likely to be largely based on the successful realisation of the US Biomedical/Biotech investments held in the company's subsidiaries. As disclosed in Note 17 one subsidiary owes a related party, Romulus Films Limited, £5.0 million. Romulus Films Limited has given an undertaking that the loan, which is unsecured and on more cost effective terms than a bank loan, will not be repaid at less than three year's notice. There are sufficient assets in the subsidiary to meet this obligation. The directors currently support the continuation of the company and expect that the company will continue to exist for the foreseeable future, at least for the period of the assessment. Based on this assessment, the directors have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the next three year period. Employee, social, human rights, economic and environmental responsibility The company's direct exposure is reasonably small but the company, with the support of the Board, takes environmental, social and governance factors and human rights issues into consideration with regard to investment decisions made on behalf of the company and also the considerations have been made in s172 Details of the company's policy on socially responsible investment can be found under Corporate governance and Stewardship on page 69. The company considers that it does not fall within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to make a slavery and human trafficking statement. The company considers its supply chains, dealing with professional advisers and service providers in the financial services industry, to be low risk. The number of directors and employees during the year were 9 (2023 - 10). The Board recognises the importance of having a range of skilled, experienced individuals with the appropriate knowledge in order to allow the Board to fulfil its obligations. When recruiting a new director, the Board's policy is to appoint individuals on merit matched against the skill requirements identified by the Board. The Board believes diversity is important in bringing an appropriate range of skills, knowledge and experience to the Board and gives this consideration when recruiting new directors and has also noted the requirements of Listing Rule 6.6.6R (9). As at 31 December 2024, there were three male directors and one female director on the Board. All directors identified themselves as Caucasian by ethnic background. When making appointments in the future the Board will continue to operate an open-minded approach to recruitment without restrictions against any perceived group or individual. The Board will take into consideration the diversity targets set by Listing Rule 6.6.6R (9) when making future appointments, however due to the size of the Board meeting a target of 40% of directors being women with one being a senior Board position, and one individual being from a minority ethnic background may not be reached in the immediate future.The Board's statement on diversity is set out in the Statement of Corporate Governance on page 67. Individual Saving Accounts The company has conducted its investment policy so as to remain a qualifying investment under the ISA regulations. It is the intention of the directors to continue to satisfy these regulations. Dividend Tax Allowance For dividends paid on or after 6 April 2024 the dividend tax-free allowance was reduced from £1,000 to £500. Above this amount, individuals will pay tax on their dividend income at a rate dependent on their income tax bracket and personal circumstances. Our registrars will continue to provide registered shareholders with a confirmation of the dividends paid by British & American Investment Trust PLC and this should be included with any other dividend income received when calculating and reporting total dividend income received. It is the shareholder's responsibility to include all dividend income when calculating tax requirements. Suitable for Retail Investors The company currently conducts its affairs so that the Ordinary shares can be recommended by Financial Advisers to ordinary retail investors in accordance with FCA's rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The directors have considered the Annual Report and Accounts and believe that taken as a whole it is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's position and performance, business model and strategy. The Strategic report, which includes pages 3 to 22, was approved by the board and signed on its behalf by: J C Woolf Director 30 April 2025 For the year ended 31 December 2024 Directors' report The directors present their annual report on the affairs of the company together with the audited financial statements and auditors' report for the year ended 31 December 2024. Basis of reporting the financial statements Shareholders should note that, we are presenting single company accounts under IFRS (International Financial Reporting Standards). In accordance with IFRS 10, the group is not permitted to consolidate its subsidiaries and therefore instead of preparing group accounts it prepares a separate financial statement for the parent entity only. IFRS 10 'Consolidated Financial Statements' became effective from 1 January 2014. Under the initial standard (and also the subsequent revisions) the company is classified as an investment entity and is therefore required to value any investment in a subsidiary at its fair value through profit or loss in accordance with IFRS 9 'Financial Instruments: Recognition and Measurement' unless the subsidiary provides services that relate directly to the company's investment activities. In December 2014 further amendments were made to IFRS 10 such that if a subsidiary is itself an investment entity then it must not be consolidated. We reviewed all the activities of our subsidiaries and their classification as investment entities and concluded that all of the company's subsidiaries should be valued at fair value through profit or loss, and not be consolidated. The financial statements on pages 36 to 60 therefore comprise the results of the company only. A review of the company's activities is given in the Strategic Report on pages 3 to 22. This includes the overall strategy of the business of the company and its principal activities, main risks and uncertainties and future prospects. Future prospects The future prospects of the company are explained in the Chairman's Statement on pages 3 to 5 and in the Managing Director's Report on pages 6 to 10. Financial statements The financial statements will be presented for approval at the seventy seventh Annual General Meeting of the company to be held on Thursday 26 June 2025 and a Notice of the meeting is found on page 75. Results and dividends of the company for the year The directors set out below the results and dividends of the company for the year ended 31 December 2024. Financial instruments The financial risk management objectives and policies of the company and the types of financial risks the company is exposed to are discussed in Note 20 on page 56. Directors and their interests The present directors of the company are as set out on page 1. The directors during the year ended 31 December 2024 had interests in the shares of the company as follows: Included in the non-beneficial interest in the ordinary shares of £1 each referred to above, are 6,902,812 (27.6%) (2023 - 6,902,812 (27.6%)) ordinary shares held by Romulus Films Limited, 7,868,750 (31.5%) (2023 - 7,868,750 (31.5%)) ordinary shares held by Remus Films Limited and 1,000,000 (4.0%) (2023 - 1,000,000 (4.0%)) ordinary shares held by PKL Pictures Limited. Romulus Films Limited also holds 10,000,000 cumulative convertible preference shares (2023 -10,000,000). Mediterranean Holdings Ltd has also notified an interest in all the holdings of Romulus Films Limited and Remus Films Limited. Except in the ordinary course of business no director had an interest in any contract in relation to the company's business at any time during the year. Other information In addition to the directors' interests in shares detailed above, at 30 April 2025 the directors had been notified of the following interests of 3% or more of either class (these interests relate to the ordinary shares of the company): Share Capital Capital Structure The company's capital comprises £35,000,000 (2023 - £35,000,000) being 25,000,000 ordinary shares of £1 (2023 -25,000,000) and 10,000,000 non-voting convertible preference shares of £1 each (2023 - 10,000,000). Dividends The ordinary shares carry a right to receive dividends. Interim dividends are approved by the directors and the proposed final dividend is subject to shareholder approval. The preference shares have a 3.5% fixed cumulative preferential dividend payable half yearly in equal amounts. The company's Articles of Association specifies the preference rate of dividend and provides that, if at any dividend date the profits available for distribution are insufficient to pay the ordinary and preference shareholders at the 3.5% rate then the dividend will be paid to all shareholders pari passu. Further, any arrears of preference dividend cannot be paid in any year unless the ordinary shares have received a 3.5% dividend, on par. Finally, no dividends on ordinary shares may be paid (above the rate of 3.5% per annum) if there are unpaid arrears of the preference shares dividend. Capital entitlement On a winding up, after meeting the liabilities of the company the surplus assets will be distributed as follows: firstly, any arrears of preference shares fixed rate dividend secondly, an amount equal to the nominal value of the ordinary and preference shares to be paid pari passu lastly, the balance of surplus assets to be paid rateably to the ordinary shares. Voting The preference shares shall not have any right to vote unless the business of the meeting includes consideration of any resolution for the winding up of the company, purchase by the company of any of its own shares, or a reduction of the capital, or a varying of the rights of the preference shares. On a show of hands, every ordinary shareholder (or preference shareholder in the situations described in the above paragraph) present in person (or, being a corporation, by a representative) has one vote and upon a poll every shareholder present has one vote for every share, and a proxy has one vote for every share. Information on the deadlines for proxy appointment is shown on page 75. Conversion At any time, during the period from 1 January 2006 to 31 December 2025 (both dates inclusive), and, if published audited annual accounts showing company shareholders' funds are £50 million or more, preference shareholders have the right to convert all or any of their shares on a one for one basis to new ordinary shares. Purchase of shares The company does not have a buy-back authority and no present intention to seek shareholders' approval for one. Directors' & officers' liability insurance cover Directors' & officers' liability insurance cover has been maintained by the board during the year ended 31 December 2024 and it is intended that this policy will continue for the year ended 31 December 2025 and subsequent years. Directors' indemnities As at the date of this report, indemnities are in force between the company and each of its directors under which the company has agreed to indemnify each director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out his role as a director of the company. The directors are also indemnified against the costs of Directors' indemnities (continued) defending any criminal or civil proceedings or any claim by the company or a regulator as they are incurred provided that where the defence is unsuccessful the director must repay those defence costs to the company. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006. A copy of each deed of indemnity is available for inspection at the company's registered office during normal business hours. Directors' remuneration report The Directors' remuneration report is set out on pages 70 to 74. An ordinary resolution to approve the report will be put to shareholders at the company's next Annual General Meeting. Corporate Governance The Corporate Governance Statement on pages 61 to 69 (which forms part of this directors' report) and the contents of the directors' report constitutes the statement on the application by the company of the principles of the UK Corporate Governance Code. Greenhouse gas emissions As an investment company the company has no greenhouse gas emissions to report from its operations for the year ended 31 December 2024 (2023 - same) nor does it have responsibility for any other emissions producing sources. The company uses less than 40,000 kilowatt-hours (kWh) per year and is exempt from GHG disclosures. Bribery Act 2010 The Bribery Act came into force on 1 July 2011. The company has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. Statement of disclosure of information to auditors So far as the directors are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006) of which the company's auditors are unaware, and each member has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. Directors' responsibility statement The directors are responsible for preparing the financial statements in accordance with applicable law and regulations. The directors confirm that to the best of their knowledge the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the company taken as a whole and that the Strategic Report includes a fair review of the information required by rules 4.1.8R to 4.1.11R of the FCA's Disclosure and Transparency Rules. Auditors The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Jonathan Woolf Managing Director Wessex House 1 Chesham Street London SW1X 8ND 30 April 2025 Attachments Disclaimer British and American Investment Trust plc published this content on June 13, 2025 , and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) , unedited and unaltered, on June 13, 2025 at 15:55 UTC
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