Annual Financial Report

STANDARD LIFE PRIVATE EQUITY TRUST PLC

Legal Entity Identifier (LEI): 2138004MK7VPTZ99EV13

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020

FINANCIAL HIGHLIGHTS

* Considered to be an Alternative Performance Measure. + A Key Performance Indicator by which the performance of the Manager is measured by the Board.

PERFORMANCE HIGHLIGHTS TO 30 SEPTEMBER 2020

· Strong NAV growth during a volatile year for capital markets - The Company's NAV total return*+ ("NAV TR") was 11.7% (2019: 10.5%) versus -16.6% (2019: 2.7%) for the FTSE All-Share Index. The share price total return*+ of -4.6% also outperformed the comparator index despite volatility arising from the market reaction to Covid-19. The Company has delivered returns in excess of the wider UK market over all time frames.

· Over-commitment ratio is at the lower end of the long-term target range - Total outstanding commitments of £471.4m (2019: £450.3m). The value of outstanding commitments in excess of liquid resources as a percentage of net assets was 28.9% (2019: 42.6%).

· Resilient existing portfolio with low impact from Covid-19 - The valuation of the underlying portfolio at 30 September 2020 increased 12.2% (excluding FX) compared to 30 September 2019. The Company's exposure to relatively resilient sectors (notably Technology, Healthcare and Consumer Staples) helped to underpin portfolio growth despite the global pandemic.

· Disciplined investment activity focused on non-cyclical strategies - The Company continued to selectively deploy capital into new investments during the global pandemic. In total, £140.0m (2019: £188.0m) was committed during the year to six primary fund commitments, two secondary transactions and two co-investments. Seven of the ten new investments have a Technology focus and so are expected to increase the Company's exposure to this sector over time.

· Bumper year in terms of realisations, the second highest annual total in the Company's history - The portfolio continued to generate strong realisations during the year, with distributions of £140.7m (2019: £107.4m). This includes the realisation of the Company's position in 3i Eurofund V, which was its largest fund exposure at 30 September 2019. Distributions reflected a relatively quick return to private equity deal-making and exits once the initial impacts of Covid-19 were overcome.

· Strengthened balance sheet providing additional investment firepower - The Company had cash and cash equivalents of £33.1m at 30 September 2020 (2019: £66.3m). In addition, it is due £15.3m (2019: £21.8m) of deferred consideration from investments sold in 2019. In September 2020, the Company increased the size of its syndicated revolving credit facility from £100m to £200m.

* Considered to be an Alternative Performance Measure. + A Key Performance Indicator by which the performance of the Manager is measured by the Board.

TEN YEAR FINANCIAL RECORD

Source: The Manager & Refinitiv

1 The incentive fee arrangement ended on 30 September 2016. Following the end of the incentive fee period, a single management fee of 0.95% per annum of the NAV of the Company replaced the previous management and incentive fees.

* Considered to be an Alternative Performance Measure.

+ A Key Performance Indicator by which the performance of the Manager is measured by the Board.

STRATEGIC REPORT

INVESTMENT STRATEGY

Investment Objective and Policy

The Company's investment objective is to achieve long-term total returns through holding a diversified portfolio of private equity funds and direct investments into private companies alongside private equity managers ("co-investments"), a majority of which will have a European focus.

Investment Policy

The Company: (i) commits to private equity funds on a primary basis; (ii) acquires private equity fund interests in the secondary market; and (iii) makes direct investments into private companies via co-investments. Its policy is to maintain a broadly diversified portfolio by country, industry sector, maturity and number of underlying investments.

The objective is for the portfolio to comprise around 50 ''active'' private equity fund investments; this excludes funds that have recently been raised, but have not yet started investing, and funds that are close to or being wound up. The Company may also invest up to 20% of its assets in co-investments.

The Company may also hold direct private equity investments or quoted securities as a result of distributions in specie from its portfolio of fund investments. The Company's policy is normally to dispose of such assets where they are held on an unrestricted basis.

To maximise the proportion of invested assets, the Company follows an over-commitment strategy by making commitments which exceed its uninvested capital. In making such commitments, the Manager, together with the Board, will take into account the uninvested capital, the value and timing of expected and projected cashflows to and from the portfolio and, from time to time, may use borrowings to meet drawdowns. The Board has agreed that the over-commitment ratio should sit within the range of 30% to 75% over the long-term.

The Company's maximum borrowing capacity, defined in its articles of association, is an amount equal to the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of the reserves of the Company. However, it is expected that borrowings would not normally exceed 30% of the Company's net assets at the time of drawdown.

The Company's non-sterling currency exposure is principally to the euro and US dollar. The Company does not seek to hedge this exposure into sterling, although any borrowings in euros and other currencies in which the Company is invested would have such a hedging effect.

Cash held pending investment is invested in short-dated government bonds, money-market instruments, bank deposits or other similar investments. Cash held pending investment may also be invested in other listed investment companies or trusts. The Company will not invest more than 15% of its total assets in such listed equities.

The investment limits described above are all measured at the time of investment.

Portfolio Construction Approach

Through its primary and secondary fund investments and co-investments, the Company is directly and indirectly invested in a diverse range of underlying companies. At 30 September 2020, the portfolio had exposure to 456 underlying companies.

Investments made by the Company are typically with or alongside private equity firms with whom the Manager has an established relationship of more than 10 years. 

The Company predominantly invests in European mid-market companies. Over 80% of portfolio by value is invested in European domiciled operating companies and the Board expects this to remain the case over the longer term, with a weighting towards North-western Europe. This has been the geographic focus of the Company since its inception in 2001 and where it has a strong, long-term track record. However, the Company also selectively seeks exposure to North American mid-market companies, as a means to access emerging growth or investment trends that cannot be fully captured by investing in Europe alone.

The Company has a well-balanced portfolio in terms of non-cyclical and cyclical exposure. Currently no single sector represents more than 20% of the portfolio by value and it is expected that no single sector will be more than 30% of the portfolio over the longer term. Over time, the Manager anticipates a continuation of the recent shift toward sectors that are experiencing long-term growth (such as Technology and Healthcare) at the expense of more cyclical sectors, such as Industrial and Consumer Discretionary.

Environmental, Social and Governance ("ESG") is a strategic priority for the Board and the Manager. The Company aims to be an active, long-term responsible investor and ESG is a fundamental component of the Company's investment philosophy and process. Further details on the Company's ESG processes are set out below.

CHAIR'S STATEMENT

2020 has been dominated by the Covid-19 pandemic, and the impact has been and continues to be far reaching across global economies and societies. With the arrival of several vaccines, there is hope that the virus can be brought under control but the longer-term macroeconomic effects cannot yet be predicted with any confidence. Equity markets have evidenced degrees of recovery but there may be bumps in the road ahead.

Against this backdrop, the Company's portfolio has proven relatively resilient. In the Board's view, this demonstrates the value of long-term investing inherent in the private equity class. In the case of the Company's strategy, we have also observed the benefits of the diversification of the portfolio, its low exposure to industries badly impacted by Covid-19 (Travel, Leisure, Retail) and relative weighting to Technology and Consumer Staples businesses.

Performance

I am pleased to report that as at 30 September 2020, net assets amounted to £770.3m (2019: £710.1m), producing a NAV total return for the year of 11.7%. This compares to a return of -16.6% from the Company's comparator index, the FTSE All-Share Index. The total shareholder return was -4.6%, again ahead of the comparator. The Company has delivered returns in excess of the wider market in all years since inception.

A review of the Company's performance, market background and investment activity during the year under review, as well as the Manager's investment outlook, are provided in the Investment Manager's Review below.

Investments & Realisation Activity

In response to the pandemic during the second half of the year, the Board and Manager adopted a deliberately cautious approach to new investment commitments. Nevertheless, over the year, the Company made commitments totalling £140.0m (2019: £188.0m) into six new primary investments, two secondary investments and two co-investments. Outstanding commitments at the year end amounted to £471.4m (2019: £450.3m).

The Company received £140.7m of distributions in the year (2019: £107.4m). The realised return from the ongoing investment operations of the Company's core portfolio equated to 3.5 times cost. The return was enhanced by the proceeds from the realisation of 3i Eurofund V. Excluding 3i Eurofund V, the realised return was 2.3 times (2019: 2.2 times cost). Overall, the level of distributions from the portfolio given the economic circumstances has been encouraging, evidence of the maturity and diversification of the portfolio.

Liquidity and Bank Facility

During the year, the Company increased its syndicated multi-credit facility from £100m to £200m, with State Street Bank International being added alongside the existing lenders, Citi and Société Générale. There have been no changes to the financial covenants or expiry date of the Loan Facility, which remains as December 2024. The facility was undrawn at the year end (2019: £nil) but is expected to be drawn during 2021 in order to support investment opportunities that the Manager believes will be available in the post Covid-19 environment.

At the year end, the Company had cash and cash equivalents of £33.1m, not including a further £15.3m of deferred consideration from investments sold in 2019, which was received after the year end. The over-commitment ratio at year end, including the increased debt facility, was 28.9%, at the lower end of the Company's target range.

The Board believes that the extension of the bank facility and the underlying distribution flow from the portfolio position the Company well to take advantage of future investment opportunities.

Dividends

The Company has paid three quarterly dividends of 3.3 pence per share and the Board has announced a fourth quarterly dividend of 3.3 pence per share. This will be paid on 29 January 2021 to shareholders on the register on 29 December 2020 and will make a total dividend for the year to 30 September 2020 of 13.2 pence per share. This represents an increase of 3.1% on the 12.8 pence per share paid for the year to 30 September 2019 and compares to the increase in the Retail Price Index ("RPI") of 1.1% in the year to September 2020.

Discount

The discount of the Company's share price to its NAV ranged between 7.4% to 56.7% during the year, and averaged 26.2%, which was in line with the close peer group.

The unprecedented level of volatility was in line with the dramatic stock market movements experienced during late February and mid-March. Since the low point of 191.0 pence per share in March, the share price has recovered significantly, albeit at the end of the financial year the discount was still wider than it was in February 2020.

The Board does not have a stated discount control policy. However, the Board and Manager monitor the discount on a regular basis to ensure that the Company is not an outlier versus those of other investment companies with a similar investment approach. The Board has, in the past, bought back its own shares to manage the discount but the Board's policy is generally to preserve cash for investment purposes and did not conduct any share buy-backs during the year under review.

Environmental, Social & Governance ("ESG")

The Board fundamentally believes that integrating ESG best practice into the Company's strategy and investment processes will help to generate stronger, more sustainable returns for its investors over the long term. Accordingly, the Board monitors the Manager's commitment to ESG factors closely. The Board takes comfort from the Manager's policy to invest only with private equity managers who are ESG market leaders or have a strong cultural commitment to improve their ESG credentials.

While the Board is encouraged by the efforts of the Manager in this regard, the Board has challenged the Manager to continue to raise ESG standards across the industry and to publicise the work that it has done in this area.

Investment Manager

Each year, the Board, through the Management Engagement Committee, considers whether the continued appointment of the Manager is in the best interests of shareholders as a whole. Following review and the changes made last year to the team, the Board believes that the Manager has the right personnel and processes in place to deliver the Company's investment objective over the long term for shareholders. The Board also benefits from the broader resources within ASI, including marketing, investor relations and other specialist functions, including ESG specialists, to support the Company and its objectives.

Board

There have been no Board changes during the year. The Board has recently reviewed its succession plan and concluded that it has an appropriate mix of skills and experience, although this will continue to be kept under review.

AGM and Manager's Presentation

The Board intends to hold the Annual General Meeting ("AGM") of the Company at the offices of the Manager at 6 St Andrew Square, Edinburgh EH2 2BD at 12:30 on 23 March 2021.

Given the likelihood that some measure of restriction on public gatherings and maintaining social distancing may remain in place in March 2021, the AGM will follow the minimum legal requirements.

It is unlikely that shareholders will be able to attend the AGM but the Board will keep the restrictions on public gatherings under review. Shareholders are encouraged to vote on the resolutions proposed in advance of the AGM and engage with the Board by emailing [email protected]. 

Proposed Changes to the Company's Articles of Association

At the AGM, one of the resolutions being proposed relates to a change to the Company's Articles of Association ("the Articles"). The change will enable the Company to hold virtual and hybrid general meetings (including annual general meetings) in the future. This is in response to the challenges posed by government restrictions on social interactions as a result of Covid-19. 

Notwithstanding the proposed change, the Board is committed to ensuring that future general meetings (including AGMs) incorporate a physical meeting whenever law and regulation permits in order to fulfil its commitment to enable shareholders to meet with the Board face to face. The Board will only use virtual meetings in extreme operating circumstances where physical meetings are prohibited.

Outlook

As I noted in my introduction, it is clear that the Covid-19 pandemic will continue to have a profound impact during 2021. The introduction of effective vaccines allows hope for the eventual suppression of the virus. But most commentators agree that the challenges for governments globally to manage the economic and social impacts will stretch over several years.

As far as the Company is concerned, we enter 2021 with a strong balance sheet and portfolio. Moreover, the Board has confidence in the investment approach of the Manager to continue to seek out the best private equity managers and to maintain a well-diversified portfolio. In contrast with public markets, previous periods of economic strain have demonstrated the positive qualities of private companies to innovate and create new products and services relevant to changing circumstances and consumer needs and preferences. In that regard, we believe the Company is well positioned to take advantage of new investment opportunities going forward.

Christina McComb, OBE

Chair,25 January 2021

PRINCIPAL RISKS & UNCERTAINITIES

The Board and Audit Committee carry out a regular and robust review of the risk environment in which the Company operates, changes to the environment and individual risks. The Board also identifies emerging risks which might affect the Company. During the year, the emergence of the Covid-19 virus has impacted dramatically on public health and mobility, but has also had a significant adverse influence on global financial markets and the future economic outlook.

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. The Board has in place a process to assess and monitor Company's principal and emerging risks and the operating and control environment risks of the Company.

The Board considers its risk appetite in relation to each principal risk and monitors this on an ongoing basis. Where a risk is approaching or is outside the tolerance level, the Board will consider taking action to manage the risk. Currently, the Board considers the risks to be managed within acceptable levels.

The principal risks faced by the Company relate to the Company's investment activities and these are set out below.

The financial risk management objectives and policies of the Company are contained in note 19 to the financial statements which can be found below.

Review of performance

An outline of the performance, market background, investment activity and portfolio during the year under review and the performance over the longer term, as well as the investment outlook, are provided in the Highlights, Chair's Statement, and Investment Manager's Review. Details of the Company's investments can be found below.

STAKEHOLDER ENGAGEMENT AND RESPONSIBLE MANAGEMENT

Section 172 Statement

The Board is required to describe how the Directors have discharged their duties and responsibilities over the course of the financial year following the guidelines set out in the UK under section 172 (1) of the Companies Act 2006 (the "s172 Statement"). This Statement, provides an explanation of how the Directors have promoted the success of the Company for the benefit of its shareholders as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with all stakeholders and the impact of the Company's operations on the environment.

Stakeholders

The Company is an investment trust and is externally managed, has no employees, and is overseen by an independent non-executive board of directors. The Board makes decisions to promote the success of the Company for the benefit of the shareholders as a whole, with the ultimate aim of delivering its investment objective to achieve long-term total returns. 

The Directors set the Company's investment mandate, monitor the performance of all service providers (including the Manager) and are responsible for reviewing strategy on a regular basis. All this is done with the aim of preserving and enhancing shareholder value over the longer term.

The following section discusses how the actions taken by and on behalf of the Company by the Board work towards ensuring that that the interests of all stakeholders are appropriately considered. In line with the FRC Guidance, this statement focuses on stakeholders that are considered key to the Company's business and does not therefore cover every stakeholder in the Company. 

Shareholders

The Board is committed to maintaining open channels of communication and to engaging with shareholders. The Board seeks shareholder feedback in order to ensure that decisions are taken with the views of shareholders in mind. These shareholder communications include:

Annual General Meeting

The AGM ordinarily provides an opportunity for the Directors to engage with shareholders, answer their questions and meet them informally. At the AGM there is typically a presentation on the Company's performance and the future outlook. To allow the Board to engage with as many shareholders as possible, the Board alternates the location of the AGM between Edinburgh and London. The next AGM will take place on 23 March 2021 in Edinburgh. However, in light of the challenges arising from Covid-19, which means that shareholders are likely to be restricted from attending the AGM, the Board encourages shareholders to lodge their vote by proxy on all the resolutions put forward.

Shareholder Meetings

Unlike trading companies, shareholders in investment companies often meet representatives of the Manager rather than members of the Board. Feedback from the Manager's meetings with shareholders is however provided to the Board at every meeting. The Chair, the Chair of the Audit Committee and other members of the Board are also available to meet with shareholders to understand their views. During the year, the Chair met with the Company's largest shareholder and fed back its views to the full Board.

Publications

The Company publishes a full annual report each year that contains a strategic report, governance section, financial statements and additional information. The report is available online and in paper format. The Company also produces a half-yearly report each year. The purpose of these reports is to provide shareholders with a clear understanding of the Company's activities, portfolio, financial position and performance. The Company also publishes a Monthly Factsheet, which includes commentary on portfolio and market performance, and a Monthly Net Asset Value Statement. The purpose of these publications is to keep shareholders abreast of the Company's developments.

Investor Relations & Website

The Company subscribes to the Manager's Investor Relations programme. The Company's website contains a range of information on the Company and includes a full monthly portfolio listing of the Company's investments as well as podcasts and presentations by the Manager. Details of financial results, the investment process and Manager together with Company announcements and contact details can be found at: slpet.co.uk.

Keeping in Touch

The Board encourages shareholder feedback and invites shareholders to write to the Board at its registered office. The Board has also set up an email account to encourage shareholders to write directly to the Board. Shareholders are invited to email any feedback or questions to the Board at [email protected]. Any questions received will be replied to by either the Manager or Board via the Company Secretary.

The Manager

The Manager's performance is critical for the Company to achieve its investment objective and the Board seeks to maintain a close and constructive working relationship with the Manager. The Board meets the Manager at formal Board meetings five times per year and more regularly as necessary. The Board Members also keep in touch with the Manager informally throughout the year and receive reports and updates as appropriate. During the year, the Management Engagement Committee, on behalf of the Board, reviewed the continued appointment of Manager, and the terms of the Management Agreement, and believes that its continued appointment is in the best interests of shareholders.

Suppliers

As an investment trust, the Company has outsourced its entire operations to third party suppliers. The Board is responsible for selecting the most appropriate outsourced service providers and monitors their services to ensure a constructive working relationship. The Board maintains regular contact with its key external providers, namely the Administrator, the Company Secretary, the Registrar, the Custodian, the Depositary and the Broker, and receives regular reporting from them. The Board, via the Management Engagement Committee, ensures that the arrangements with service providers are reviewed at least annually. The aim is to ensure that contractual arrangements remain in line with best practice, services being offered meet the requirements and needs of the Company and performance is in line with the expectations of the Board, Manager, and other relevant stakeholders. The Audit Committee considers the internal controls at these service providers to ensure they are fit for purpose.

Debt Providers

On behalf of the Board, the Manager maintains a positive working relationship with Citi, Société Générale and State Street Bank International, the providers of the Company's multi-currency revolving credit facility, and provides regular updates on business activity and compliance with its loan covenants.

Investee Funds and Companies

Responsibility for actively monitoring the activities of investee funds and companies has been delegated by the Board to the Manager.

On behalf of the Board and its stakeholders, the Manager invests in a carefully selected range of private equity mangers, built from years of established relationships and proprietary research. The Manager assesses all investment opportunities and participates on the advisory boards of some investee entities. 

The Board is responsible for overseeing the work of the Manager and this is not limited solely to the investment performance of the investee companies. The Board also has regard for environmental (including climate change), social and governance matters that subsist within the portfolio companies. Please see the Company's ESG Strategy for more details.

An overview of the key decisions taken by the Board during the year, when the needs of stakeholders were formally considered, are set out in the Chair's Statement and Investment Manager's Review. These decisions include the increase in loan facility, the quantum of dividend and investment activity in light of Covid-19.

Responsible Management

ESG Strategy

The Company is committed to being an active, long-term responsible investor and ESG is a fundamental component of the Company's investment philosophy and process. The Manager commits the Company's capital with private equity managers who demonstrate strong adherence to ESG principles and processes or have a strong cultural commitment to improve their ESG credentials.

The Manager has been a signatory to the Principles for Responsible Investment ("PRI") for over 10 years and was awarded a PRI rating of A+ for Strategy & Governance in 2020. It has an ESG policy specific to private equity and has incorporated ESG considerations into the Company's investment activity over the last decade. Its Investment Committee is ultimately responsible for ensuring ESG is considered in investment decision making. The Manager also has a dedicated ESG Committee to help drive further progress through specific ESG initiatives. As part of its approach, every new investment made on behalf of the Company in 2020 was subject to specific ESG due diligence. Please see the Annual Report for more information on the Company's investment process in respect of ESG.

The Manager focuses on the holistic integration of ESG principles into the operations of the underlying private equity managers. Key facets include culture, governance with senior accountability, full integration into a manager's investment processes and appropriate disclosure to assist investors. 

As the vast majority of the portfolio is held via private equity funds, ESG KPI aggregation and monitoring is complex. It is the intention of the Board and Manager to devise specific KPIs for monitoring the Company's underlying portfolio of companies, in order to further inform the Company's stakeholders of ESG progress and where further action needs to be taken.

The Manager has completed its sixth Annual Private Equity ESG Survey, which covers 22 of the Company's private equity managers. The headline results of this survey can be found in the Investment Manager's Review.

Overall, the Board and Manager fundamentally believe that integrating ESG into SLPET's strategy and investment processes improves the investment decision making and ultimately will help to generate stronger, more sustainable returns for its investors.

Board Diversity Policy

The Board recognises the importance of having a range of skilled, experienced individuals with appropriate knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. The Board does not therefore consider it appropriate to set measurable objectives in relation to its diversity.

At 30 September 2020, there were three male and two female Directors on the Board.

Modern Slavery Act

Being a company that does not offer goods and services to customers and has no turnover, the Board considers that the Company is not within the scope of the Modern Slavery Act 2015. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

Viability Statement

The Board has decided that five years is an appropriate period over which to consider its viability. The Board considers this to be an appropriate period for an investment trust company with a portfolio of private equity investments and the financial position of the Company.

In determining this time period the Directors considered the nature of the Company's commitments and the Company's associated cash flows. Generally the private equity funds and co-investments in which the Company invests call monies over a five year period, whilst they are making investments, and these drawdowns should be offset by the more mature funds and co-investments, which are realising their investments and distributing cash back to the Company. The Manager presents the Board with a comprehensive review of the Company's detailed cash flow model on a regular basis, including projections for up to five years ahead depending on the expected life of the commitments. This analysis takes account of the most up to date information provided by the underlying managers, together with the Manager's current expectations in terms of market activity and performance.

The directors have also carried out an assessment of the principal risks as noted above and discussed in note 19 to the financial statements that are facing the Company over the period of the review. These include those that would threaten its business model, future performance, solvency or liquidity such as over-commitment, liquidity and market risks. When considering the risks, the Board reviewed the impact of stress testing on the portfolio, including the effects of any substantial future falls in investment values. By having a portfolio of fund investments, diversified by manager, vintage year, sector and geography; by assessing market and economic risks as decisions are made on new commitments; and by monitoring the Company's cash flows together with the Manager, the Directors believe the Company is able to withstand economic cycles. The Directors are also aware of the Company's indirect exposure to ongoing risks through underlying funds. These are continually assessed by the Manager monitoring the underlying managers themselves and by participation on a number of fundadvisory boards.

Although Covid-19 negatively impacted the Company's underlying performance during the financial year, portfolio companies are, generally, continuing to grow. In light of Covid-19's impact on the over-commitment ratio during the year, the Board and Manager responded by temporarily pausing new primary investment activity and increasing the Company's loan facility. The value of the portfolio experienced recoveries in June and September and, as a result, the over-commitment ratio ended the year at the lower end of the target range. The pandemic also delayed the timing of some exits within the portfolio and therefore the cash distributions received by the Company. However, distributions to date have remained strong and there is a sufficient amount of liquidity available, particularly within the loan facility remaining undrawn.

Based on the results of this analysis, and the ongoing ability to adjust the portfolio, 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 five year period following the date of this report.

Future Strategy

The Board intends to maintain the strategic policies set out in the Strategic Report for the year ending 30 September 2021 as it is believes that these are in the best interests of shareholders.

Long-Term Investment

The Manager's investment process seeks to outperform its comparator index over the longer term. The Board has in place the necessary procedures and processes to continue to promote the long-term success of the Company. The Board will continue to monitor, evaluate and seek to improve these processes as the Company continues to grow over time, to ensure that the investment proposition is delivered to shareholders and other stakeholders in line with their expectations.

On behalf of the Board

Christina McComb, OBE

Chair25 January 2021

INVESTMENT MANAGER'S REVIEW

Summary of the year

Covid-19 and its impact on the Company has been the main focus of our attention in 2020. The initial financial impact of the pandemic caused the portfolio valuation to fall by 12.5% on a constant currency basis during the three months to 31 March 2020. At that time, we took action by pausing new investment activity, focusing on stress testing the portfolio and ensuring the Company had sufficient liquidity to meet its obligations in the bleakest of scenarios.

Our base case scenario at the time assumed further pressure on portfolio valuations and a decline in NAV in the second half of the year. In reality that did not transpire, with the Company's high exposure to relatively resilient sectors, notably Technology, Healthcare and Consumer Staples, helping it to increase in value by 20.2% on a constant currency basis in the second half of the year.

Perhaps more surprisingly, we have also seen several notable success stories in underlying companies within more cyclical sectors, such as Industrials and Consumer Discretionary. Therefore, when we look at SLPET's largest 100 underlying companies in the portfolio by value, we estimate that only 2 companies (0.8% of NAV) have been materially disrupted by Covid-19, with the remaining underlying companies still expected to reach their respective investment cases, albeit with timing delays in some instances.

Whilst merger and acquisition activity was disrupted by lockdowns during the year, many private equity managers still found a way to work around the restrictions and continue finalising transactions. We saw a number of the Company's underlying companies being sold despite the Covid-19 pandemic, often at premium valuations. As such, distributions were ahead of the prior year, partly elevated by the £51.1m realisation of 3i Eurofund V.

On the new investment side, we applied a higher bar than normal when assessing opportunities during the pandemic. That said, we have seen a number of interesting new companies in the portfolio during the year, mostly in more resilient, high growth sectors. The two new co-investments in Action (Consumer Staples) and Visma (Technology) are good examples of this. The Company also committed to six new primary funds and completed two secondary transactions during the year. Five of the six new primary funds have a Technology focus and so are expected to further increase the Company's exposure to this sector over time. All commitments in the year have been alongside private equity managers with whom the Manager has an established relationship of more than 10 years.

Lastly, it is worth highlighting that in September 2020 the Company extended its debt facility from £100m to £200m in size, despite the background of the pandemic. We are pleased with this outcome given that the terms of the facility are similar to the previous agreement and the increased size will provide the Company with additional investment firepower for the years ahead.

Performance

The Company's NAV TR for the year was 11.7% (2019: 10.5%) versus -16.6% (2019: 2.7%) for the FTSE All-Share Index. The valuation of the underlying portfolio at 30 September 2020 increased 12.2% on the prior year on a constant currency basis.

The portfolio's increase in value was 57.8 pence per share in the year. This was principally made up of realised gains and income of 65.5 pence, derived from full or partial sales of companies during the period, partially offset by unrealised losses at constant FX from the unquoted portfolio of 15.9 pence. The unrealised losses in the year are largely attributable to the financial impact of Covid-19 on the underlying portfolio. The biggest contributor to realised gains was 3i Eurofund V, as a result of the realisation of its underlying company Action. The Company paid dividends during the year of 13.0 pence per share giving a NAV per share at 30 September 2020 of 501.0 pence (2019: 461.9 pence) per share.

Drawdowns

In managing both the current and future cash flows of the portfolio, as described in the investment policy, we are looking to make commitments to ensure that future draw downs and distributions are kept broadly in line, in order to maintain the levels of capital invested.

During the period £145.8m (2019: £81.6m) was invested into existing and new underlying companies. Drawdowns were made into a diverse set of predominantly European headquartered companies. The largest new investment was the £22.6m co-investment / re-investment into Action. Other notable new investments in the year included:

· Visma (Hg Saturn 2 / co-investment) - a European provider of mission-critical software to SMEs;

· ERT (Nordic Capital IX) - an international provider of data collection solutions for use in clinical drug development;

· All4labels (Triton V) - a European manufacturer of labels for the consumer industry;

· Recordati (CVC VII) - an international specialty pharmaceutical group;

· Froneri (PAI SPs) - an international ice cream manufacturer; and

· Litera (HgCapital 8) - a global provider of software to the legal and life sciences industries.

In addition, we estimate that the Company had £46.9m held on the credit facilities of its underlying fund investments at 30 September 2020 (2019: £48.0m). This amount relates to underlying portfolio investments made but where the capital has not yet been drawn from SLPET by the underlying funds. We expect that this amount will be fully drawn over the next 12 months.

Distributions

£140.7m of distributions were received during the period (2019: £107.4m). Exit activity from the private equity funds was driven by strong market appetite for high quality private companies in the early part of 2020, both from trade / strategic buyers and financial buyers. The second half of the financial year saw relatively low M&A activity due to the global pandemic. However, distributions at the Company remained resilient, largely due to merger and acquisition activity among private equity firms.

The headline realised return from the ongoing investment operations of the Company's core portfolio equated to 3.5 times cost (2019: 2.2 times cost).

3i Eurofund V was the most significant realisation in the period, with gross proceeds of £51.1m coming from the liquidity transaction facilitated by 3i Group plc ("3i"). The 3i Eurofund V holding largely related to the underlying company Action. The return was enhanced by this realisation. If this transaction is excluded, then the realised return was 2.3 times cost.

The Company reinvested £22.6m of the realised proceeds from 3i Eurofund V into a new co-investment into Action. Accounting for this co-investment, net cash proceeds to the Company from the overall 3i Eurofund V transaction were £28.5m.

Portfolio company realisations during the year were at a 22.3% premium to the valuation two quarters prior. This 20%+ premium paid at exit at the portfolio level has persisted since 2010.

Commitments

During the period, the Company completed six primary fund commitments, two secondary transactions and two co-investments. More details are provided in the Investment Activity Section below. In total, new commitments in the period equated to £140.0m (2019: £188.0m). The total outstanding commitments at 30 September 2020 were £471.4m (2019: £450.3m).

The value of outstanding commitments in excess of liquid resources as a percentage of net assets decreased to 28.9% in the year (2019: 42.6%). This is largely due to the increase in the Company's revolving credit facility from £100m to £200m, which increases the available resources to cover commitments. This figure is slightly below our long-term target range of 30%-75%. We estimate that £67.6m of the reported outstanding commitments are unlikely to be drawn down, which is in line with historic experience.

INVESTMENT ACTIVITY

Primary funds

£82.4m was committed to new private equity primary funds focused on Europe and £17.0m to a North American-based fund.

The new commitments were with four core private equity manager relationships (Hg, Nordic Capital, Vitruvian and Seidler Equity Partners), with whom Aberdeen Standard Investments has an established relationship for more than 10 years. Five of the six new primary funds have a Technology focus and so are expected to further increase the Company's exposure to this sector over time.

Secondary investments

During the period, the Company acquired £12.5m of secondary exposure through two separate transactions. The first transaction involved purchasing a position in the two remaining assets in PAI Fund V. Going forward the assets will be managed in a new vehicle called PAI Strategic Partnerships SCSp. The underlying companies are Froneri (international ice cream manufacturer) and Marcolin (Italian eyewear manufacturer). The second transaction was a purchase of a position in Vitruvian Investment Partnership III. The transaction provided the Company with exposure to a maturing and diversified portfolio of high quality companies focused on disruptive growth trends.

The market dislocation arising out of the Covid-19 pandemic resulted in a hiatus in secondary market activity during the year. Potential sellers were likely assessing the impact of the crisis on their own portfolios and were waiting until private equity valuations stabilised. Secondary activity tends to increase following a period of market dislocation, as investors in illiquid assets come under liquidity or allocation pressures and need to rebalance their portfolios by selling exposure to private equity assets. As such, we expect secondary activity to increase in 2021. The Manager has an established track record in secondaries and a team of 9 investment professionals dedicated to this area, and is well positioned to identify opportunities for the Company.

Co-investments

During the period, the Company invested £28.0m into two co-investments. In January it made a £22.6m co-investment into Action alongside the latter's long-term private equity sponsor 3i Group plc ("3i"). The Company's co-investment has been made via the newly created 3i Venice Partnership SCSp vehicle.

In September the Company completed a £5.3m co-investment into Visma alongside the Hg Saturn 2 fund. Visma is the leading provider of business-critical software to private and public enterprises in the Nordic, Benelux and Baltic regions.

At 30 September 2020 there were three co-investments in the Company's portfolio, namely Action, Visma and Mademoiselle Desserts (a pan-European manufacturer of premium frozen pastry), equating to 5.3% of portfolio by value. All three businesses have thus far managed well through the Covid-19 pandemic with each of the investment cases remaining intact.

Portfolio construction

The underlying portfolio consists of 456 private companies, largely within the European mid-market and spread across different countries, sectors and vintages. At 30 September 2020, only 13 companies equated to more than 1% of NAV, with the largest single underlying company exposure being 3.8% (Action).

Geographic exposure1

The Company's portfolio has a European focus and is diversified by country. With a bias to North Western Europe, given the investment opportunities available there, the Company's largest geographic exposure is to the UK, which represents 18% of the portfolio and the Nordics2 which represents 17%. The Company's geographic exposure is split 85% in Europe, and 15% outside of Europe (with 13% invested in North America).

1 Based on the latest available information from underlying managers.

2 The Nordic region was previously disclosed as Scandinavian in the prior year. This has been updated in the current year and also includes all other Nordic countries which were previously disclosed under Other Europe.

Sector exposure1

Over recent years the Company's sector exposure has moved more towards high growth areas which have proved to be relatively stable and predictable in the current environment. This is due to investment selection by the Manager and a general shift from underlying private equity managers toward non-cyclical sectors. Technology and Healthcare represent a combined 39% of the portfolio (2019: 31%). When combined with Consumer Staples, these non-cyclical sectors equate to around 50% of the Company's portfolio (2019: 40%).

1 Based on the latest available information from underlying managers.

The other half of the portfolio is exposed to more cyclical sectors. However, a large number of the underlying portfolio companies in these industries have been resilient through the Covid-19 pandemic. This is particularly the case where a business has a valuable product, essential service offering and/or a strong online sales component, as many of our portfolio companies do. Some examples within our top 20 companies by value include Photobox (online photograph printing), Dr. Martens (footwear brand with a strong online offering) and Benvic (PVC compounds).

Maturity analysis

The maturity profile of the portfolio is largely unchanged from last year. With 52% of the portfolio being in vintages of four years and older (2019: 50%), this should underpin consistent distribution activity moving forward.

ESG Performance

The Manager completed its sixth Annual Private Equity ESG Survey during the year. This exercise allows ASI to monitor ESG progress at each of its core private equity managers on a regular basis, providing proprietary data that is incorporated into new investment decisions and helps the Manager better assess and benchmark ESG performance. The survey allows us to intervene when there is relative underperformance in relation to a private equity manager's ESG approach.

In total, 104 private equity firms took part from across the globe, including 22 of the Company's private equity managers (covering >95% of NAV). Ratings were assigned based on manager responses according to the following definitions:

- Green: criteria implemented and monitored at manager and / or portfolio company level.

- Amber: criteria partially implemented / being implemented and monitored at manager and / or portfolio company level.

- Red: no criteria implemented and monitored at manager and / or portfolio company level.

An overall ESG rating based on responses to all ten questions was assigned to each manager. On the back of the results, we have no significant concerns around the ESG focus of the Company's portfolio. The highlights included:

- Overall ESG rating - 14 (64%) underlying private equity managers rated Green, seven (32%) rated Amber and one (5%) rated Red.

- ESG policy - All managers in the Company's portfolio have an ESG policy.

- ESG industry bodies - 18 (82%) managers are a member of the PRI.

- Climate change - 13 (59%) managers measure climate-related risks at portfolio company level with another six (27%) indicating that they will also implement climate risk measurement in the near term.

- Diversity - 10 (45%) have clear diversity targets / KPIs for their portfolio companies with another nine (41%) indicating they are implementing them in the short term.

- Job Preservation - 17 (77%) managers were able to effectively demonstrate clear efforts to preserve jobs during the Covid-19 crisis.

- Governance during the pandemic - 21 (95%) managers introduced additional governance measures and/or could demonstrate effective existing governance to manage the effects of the Covid-19 pandemic in their portfolios.

ASI is generally encouraged by the ESG performance of the Company's portfolio of private equity managers, with almost two thirds rated Green overall. However, in order to influence further improvement, ASI will engage with the underlying managers which it considers to be falling behind their peers. Furthermore, survey results will be incorporated into the assessment of new investment opportunities for SLPET. Priority will only be given to those underlying managers that are best-in-class in terms of ESG or where there is a strong cultural commitment from the underlying manager to upgrade their ESG credentials.

Outlook

Covid-19 and its impact on the Company will continue to be the main focus of our attention as we move into 2021 and we retain a cautious outlook, despite the positive developments around the deployment of Covid-19 vaccines. We are under no illusions regarding the longer-term global economic fallout on the back of pandemic-related restrictions during 2020.

That said, there are factors that provide us with optimism when we look ahead. As previously mentioned, the Company's portfolio has shown resilience through the pandemic, which gives us confidence as we move into 2021. We see the Healthcare, Technology and Consumer Staples sectors continuing to grow in prominence in the portfolio at the expense of more cyclical sectors.

We also look positively upon prospects for private M&A, despite the practical issues posed by the pandemic. Much like in 2020, M&A activity in 2021 is likely to be hampered by restrictions on physical meetings until the world returns to some form of normality. However, even if physical restrictions remain in place, we expect private equity to continue transacting high quality assets in popular sectors.

Fundamentally we believe that private equity thrives on the opportunities that present themselves during periods of market dislocation and economic headwinds. The private equity industry currently has plenty of capital, with record levels of dry powder ready to deploy. Furthermore, we expect that secondary activity will increase as investors in illiquid assets come under liquidity or allocation pressures and need to rebalance their portfolios by selling exposure to private equity assets. By extending the Company's debt facility from £100m to £200m during the year, we believe that the Company is in a strong position to take advantage of the investment opportunities that will arise in 2021 and beyond.

Alan Gauld,

Lead Portfolio Manager

SL Capital Partners LLP

25 January 2021

INVESTMENT PORTFOLIO

TOP 30 UNDERLYING PRIVATE COMPANY INVESTMENTS

DIRECTORS' REPORT

The Directors present their report and the audited financial statements of the Company for the year ended30 September 2020.

Results and Dividends

The financial statements for the year ended 30 September 2020 are set out below. Interim dividends of 3.3 pence per Ordinary share were paid in April, July and October 2020. The Board has recommended that a fourth interim dividend for the year to 30 September 2020 of 3.3 pence per share is payable on 29 January 2021 to shareholders on the register on 29 December 2020.

Principal Activity and Status

The Company is registered as a public limited company in Scotland under company number SC216638, is an investment company within the meaning of Section 833 of the Companies Act 2006 and carries on business as an investment trust.

The Company has applied for and has been accepted as an investment trust under Sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument 2011/2999. This approval relates to accounting periods commencing on or after 1 October 2012. The Directors are of the opinion that the Company has conducted its affairs so as to be able to retain such approval.

The Company intends to manage its affairs so that its Ordinary shares continue to be a qualifying investment for inclusion in the stocks and shares component of an Individual Savings Account.

Capital Structure and Voting Rights

The Company's issued share capital at 30 September 2020 consisted of 153,746,294 (2019: 153,746,294) Ordinary shares of 0.2 pence each in issue.

Each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary share held.

Management Agreement

The Company has appointed SL Capital Partners LLP ("SLCP"), a wholly owned subsidiary of Standard Life Aberdeen plc, as its alternative investment fund manager ("AIFM") and Manager (the "Manager"). Aberdeen Standard Investments ("ASI") is the brand of Standard Life Aberdeen plc. 

SLCP has been appointed to provide investment management, risk management, administration and company secretarial services, and promotional activities to the Company. In addition, SLCP has sub-delegated administrative and secretarial services to Aberdeen Asset Management PLC and promotional activities to Standard Life Investments Limited.

The management fee, payable quarterly, is calculated as 0.95% per annum of the Company's net asset value at the end of the relative quarter. No fee is payable on any investments in any investment trust, collective investment scheme or any other company or fund managed, operated or advised by the Manager or any other subsidiary of Standard Life Aberdeen plc where there is an entitlement to a fee on that investment.

Further details of the fees payable to the Manager are shown in notes 3 and 4 to the financial statements.

The management agreement is terminable on not less than twelve months' written notice.

External Agencies

The Board has contractually delegated to depositary services (which include the custody and safeguarding of the Company's assets) to IQ EQ Depositary Company (UK) Limited and the share registration services to Equiniti Limited. These contracts were entered into after full and proper consideration by the Board of the quality and cost of services offered in so far as they relate to the affairs of the Company.

Substantial Interests

Information provided to the Company by major shareholders pursuant to the FCA's Disclosure, Guidance and Transparency Rules is published by the Company via a Regulatory Information Service.

The table below sets out the interests in 3% or more of the issued share capital of the Company, of which the Board was aware as at 30 September 2020.

1 The voting rights of these shares are retained by Aberdeen Standard Investments.

The Company has not been notified of any changes to these holdings as at the date of this Report.

Relationship Agreement with Standard Life Assurance Limited

The Company's largest shareholder, Phoenix Group Holdings, holds its shares through Standard Life Assurance Limited ("SLAL", which is 100% owned by Phoenix Group Holdings). SLAL has irrevocably undertaken to the Company that, at any time when SLAL and its Associates (meaning any company which is a member of the SLAL group) are entitled to exercise or control 30% or more of the rights to vote at general meetings of the Company, it will not (and will procure that none of its Associates will) seek to nominate directors to the Board of the Company who are not independent of SLAL and its Associates, enter into any transaction or arrangement with the Company which is not conducted at arm's length and on normal commercial terms, take any action that would have the effect of preventing the Company from carrying on an independent business as its main activity or from complying with its obligations under the Listing Rules or propose or procure the proposal of any shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

Directors

Each of the Directors, whose biographies are shown in the Annual Report are considered by the Board to be independent of the Company and the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement on issues of strategy, performance, resources and standards of conduct.

The Directors attended scheduled Board and Committee meetings during the year ended 30 September 2020 as follows (with their eligibility to attend the relevant meetings in brackets):

The Board and Committees meet more frequently when business needs require. There are a number of matters reserved for the Board's approval which include overall strategy, investment policy, borrowings, dividend policy and Board composition.

All of the Directors will retire and, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Board believes that each Director has the requisite high level and range of business, investment and financial experience which enables the Board to provide clear and effective leadership and proper governance of the Company. Each Director remains independent and free from any relationship which could materially interfere with the exercise of their judgement on issues of strategy, performance, resources and standards of conduct. Following the Company's formal annual performance evaluation, the Board concluded that each Director's performance continues to be effective and each Director demonstrates commitment to the role, and their individual performances contribute to the long-term sustainable success of the Company. The Board therefore recommends the re-election of each of the Directors at the Annual General Meeting. The biographies in the Annual Report set out their range of skills and experience as well as length of service and their contribution to the Board during the year.

Board's Policy on Tenure

In normal circumstances, it is the Board's expectation that Directors will not serve beyond the Annual General Meeting following the ninth anniversary of their appointment. However, the Board takes the view that independence of individual Directors is not necessarily compromised by length of tenure on the Board and that continuity and experience can add significantly to the Board's strength. The Board believes that recommendation for re-election should be on an individual basis following a rigorous review which assesses the contribution made by the Director concerned, but also taking into account the need for regular refreshment and diversity. 

It is the Board's policy that the Chair of the Board will not normally serve as a Director beyond the Annual General Meeting following the ninth anniversary of his or her appointment to the Board. However, this may be extended in certain circumstances or to facilitate effective succession planning and the development of a diverse Board. In such a situation the reasons for the extension will be fully explained to shareholders and a timetable for the departure of the Chair clearly set out.

The Role of the Chair and Senior Independent Director

Christina McComb is the Chair and Alan Devine is the Senior Independent Director.

The Chair is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chair facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chair ensures that Directors receive accurate, timely and clear information to assist them with effective decision making. The Chair leads and acts upon the results of the formal and rigorous annual Board and Committee evaluation process by recognising strengths and addressing any weaknesses of the Board. She also ensures that the Board engages with major shareholders and that all Directors understand shareholder views.

The Senior Independent Director acts as a sounding board for the Chair and acts as an intermediary for other directors, when necessary. Working closely with the Nomination Committee, the Senior Independent Director takes responsibility for an orderly succession process for the Chair, and leads the annual appraisal of the Chair's performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may have.

Directors' and Officers' Liability Insurance

The Company maintains insurance in respect of directors' and officers' liabilities in relation to their acts on behalf of the Company. The Company's articles of association provide that any director or other officer of the Company is to be indemnified out of the assets of the Company against any liability incurred by him as a director or other officer of the Company to the extent permitted by law.

Management of Conflicts of Interest

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, each Director discloses other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his or her connected persons. The Board considers each Director's situation and decides whether to approve any conflict or other external positions, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

No Director has a service contract with the Company although all Directors are issued with letters of appointment. There were no contracts during, or at the end of the year, in which any Director was interested.

The Company has a policy of conducting its business in an honest and ethical manner. The Company takes a zero-tolerance approach to bribery and corruption and has procedures in place that are proportionate to the Company's circumstances to prevent them. The Manager also adopts a group-wide zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption. Copies of the Manager's anti-bribery and corruption policies are available on its website.

In relation to the corporate offence of failing to prevent tax evasion, it is the Company's policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships.

Corporate Governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in July 2018 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk.

The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (the "AIC Code"). The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC's website: theaic.co.uk.

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders.

The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except as set out below.

The UK Code includes provisions relating to:

- interaction with the workforce (provisions 2, 5 and 6);

- the role and responsibility of the chief executive (provisions 9 and 14);

- previous experience of the chair of a remuneration committee (provision 32); and

- executive directors' remuneration (provisions 33 and 36 to 40).

The Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. 

The full text of the Company's Corporate Governance Statement can be found on its website.

Board Committees

The Board has appointed a number of Committees, as set out below. Copies of their terms of reference, which clearly define the responsibilities and duties of each Committee, are available on the Company's website, or upon request from the Company. The performance of the Committees and their terms of reference are reviewed by the Board on an ongoing basis and formally at least annually.

Audit Committee

The Audit Committee is chaired by Calum Thomson who is a Chartered Accountant and has recent and relevant financial experience. The Committee comprises all non-executive Directors. The Audit Committee and Board consider that Christina McComb was independent on appointment, and continues to be independent of the Manager. Given the size of the Board, and the continued independence of Christina McComb, the Board believes that it is appropriate for all the independent Directors, including the Chair, to constitute the Audit Committee. The Board is satisfied that the Committee as a whole has competence relevant to the investment trust sector. 

The Audit Committee's Report is contained in the Annual Report.

Management Engagement Committee

The Management Engagement Committee comprises the full Board and is chaired by Christina McComb. The main responsibilities of the Committee include:

- monitoring and evaluating the performance of the Manager;

- reviewing at least annually the continued retention of the Manager;

- reviewing, at least annually, the terms of appointment of the Manager including, but not limited to, the level and method of remuneration and the notice period of the Manager; and

- reviewing the performance and remuneration of the other key service providers to the Company.

The Committee met once during the year to 30 September 2020 and, following a review of performance and the terms of appointment of the Manager, recommended to the Board that the continuing appointment of the Manager was in the best interests of the shareholders and the Company as a whole. In reaching this decision, the Committee considered the Company's long-term performance record and concluded that it remained satisfied with the capability of the Manager to deliver satisfactory investment performance, that its processes are thorough and robust and that it employs a well-resourced team of skilled and experienced fund managers. In addition, the Committee is satisfied that the Manager has the secretarial, administrative and promotional skills required for the effective operation and administration of the Company.

Nomination Committee

The Nomination Committee comprises the full Board and is chaired by Christina McComb. The main responsibilities of the Committee include:

- regularly reviewing the structure, size and composition (including the skills, knowledge, experience, diversity and gender) of the Board;

- undertaking succession planning, taking into account the challenges and opportunities facing the Company and identifying candidates to fill vacancies;

- recruiting new Directors, undertaking open advertising or engaging external advisers to facilitate the search, as appropriate, with a view to considering candidates from a wide range of backgrounds, on merit, and with due regard for the benefits of diversity on the Board, taking care to ensure that appointees have enough time available to devote to the position;

- ensuring that new appointees receive a formal letter of appointment and suitable induction and ongoing training;

- arranging for the annual Board and Committee performance evaluations and ensuring that Directors are able to commit the time required to properly discharge their duties;

- making recommendations to the Board as to the position of Chair, Senior Independent Director and Chair of the Nomination, Audit and Management Engagement Committees;

- assessing, on an annual basis, the independence of each Director; and

- approving the re-election of any Director, subject to the UK Code, the AIC Code, or the Articles of Association, at the Annual General Meeting, having due regard to their performance, ability to continue to contribute to the Board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the Board.

The Committee met once during the year to 30 September 2020 and believes that current Board composition is effective.

There is a procedure for Directors to take independent professional advice, if necessary, at the Company's expense.

Going Concern

The Board has considered its obligation to satisfy itself as to the appropriateness of the adoption of the going concern assumption as a basis for the preparation of the financial statements.

At 30 September 2020, the Company had a £200 million (2019: £80 million) committed, multi-currency syndicated revolving credit facility, under which £nil (2019: £nil) had been drawn down. The facility is provided by Citi, Société Générale and State Street Bank International (2019: Citi and Société Générale).

The Directors are mindful of the Principal Risks and Uncertainties disclosed in the Strategic Report above, including the over-arching risk of Covid-19 and its impact on global markets, and they believe that the Company has adequate financial resources to continue its operational existence for a period of not less than 12 months from the date of approval of this Report. They have arrived at this conclusion having reviewed the Company's revolving credit facility, the future cash flow projections, the ongoing expenses forecasts for the coming year, and taking into account that the Company had net resources available for investment at the year end.

Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Accountability and Audit

The respective responsibilities of the Directors and the Independent Auditor in connection with the financial statements appear in the Annual Report.

The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Independent Auditor was unaware, and that each Director has taken all the steps that they might reasonably be expected to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Independent Auditor was aware of that information.

Independent Auditor

Shareholders approved the re-appointment of BDO LLP as the Company's Independent Auditor at the AGM on 24 February 2020 and resolutions to approve its re-appointment for the year to 30 September 2021 and to authorise the Directors to determine its remuneration will be proposed at the AGM on 23 March 2021.

Relations with Shareholders

The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the value and rating of the Company's shares. One of the benefits of being managed by ASI is the ability to subscribe to, and participate in, the promotional programme run by ASI on behalf of a number of investment trusts under its management. The Company's financial contribution to the programme is matched by ASI. The Company also supports ASI's investor relations programme which involves regional roadshows, promotional and public relations campaigns. ASI's promotional and investor relations teams report to the Board on a quarterly basis giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the make-up of that register.

Shareholders and investors may obtain up to date information on the Company through its website and the Manager's Customer Services Department (see contact details in the Annual Report).

The Board also communicates directly with shareholders and their representative bodies without the involvement of the management group (including the Company Secretary or the Manager) in situations where direct communication is required, and representatives from the Manager and Board meet with major shareholders on at least an annual basis in order to gauge their views, and report back to the Board on these meetings. In addition, the Company Secretary only acts on behalf of the Board, not the Manager, and there is no filtering of communication.

The Company's Annual General Meeting provides a forum for communication primarily with private shareholders and is attended by the Board. The Manager makes a presentation to the meeting and all shareholders have the opportunity to put questions to both the Board and the Manager at the meeting.

The notice of the Annual General Meeting is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Manager at the meeting.

Additional Information

Where not provided elsewhere in the Directors' Report, the following provides the additional information required to be disclosed by Part 15 of the Companies Act 2006.

There are no restrictions on the transfer of Ordinary shares in the Company issued by the Company other than certain restrictions which may from time to time be imposed by law (for example, the Market Abuse Regulation). The Company is not aware of any agreements between shareholders that may result in a transfer of securities and/or voting rights.

The rules governing the appointment of Directors are set out in the Directors' Remuneration Report in the Annual Report. The Company's Articles of Association may only be amended by a special resolution passed at a general meeting of shareholders.

Annual General Meeting

The Notice of the Annual General Meeting, which will be held at 12:30pm at the offices of Aberdeen Standard Investments, 6 St Andrew Square, Edinburgh EH2 2BD on Tuesday, 23 March 2021, and related notes, are set out in the Annual Report.

This year, due to the uncertainties caused by the Covid-19 pandemic and, in particular, the restrictions on public gatherings and requirements to socially distance, the Annual General Meeting will satisfy the minimum legal requirements.

Shareholders are encouraged to vote on the resolutions proposed in advance of the AGM and submit questions to the Board and the Manager by emailing [email protected].

Resolutions including the following business will be proposed:

Dividend Policy

As a result of the timing of the payment of the Company's quarterly dividends, the Company's shareholders are unable to approve a final dividend each year. In line with good corporate governance, the Board therefore proposes to put the Company's dividend policy to shareholders for approval at the Annual General Meeting and on an annual basis thereafter.

The Company's dividend policy is that interim dividends on the Ordinary shares are payable quarterly in April, July, October and January. Resolution 3 will seek shareholder approval for the dividend policy.

Issue of Ordinary Shares

Resolution 11, which is an ordinary resolution, will, if passed, renew the Directors' authority to allot new Ordinary shares up to 10% of the issued share capital of the Company (excluding treasury shares) as at the date of the passing of the resolution.

Resolution 12, which is a special resolution, will, if passed, renew the Directors' existing authority to allot new Ordinary shares or sell treasury shares for cash without the new Ordinary shares first being offered to existing shareholders in proportion to their existing holdings. This will give the Directors authority to make limited allotments or sell shares from treasury of up to 10% of the total ordinary issued share capital, excluding treasury shares, as at the date of the passing of the resolution.

The authority to issue shares on a non pre-emptive basis includes shares held in treasury (if any) which the Company sells or transfers, including pursuant to the authority conferred by Resolution 11.

New Ordinary shares will only be issued at prices representing a premium to the last published net asset value per share.

The authorities being sought under resolutions 11 and 12 shall expire at the conclusion of the Company's next AGM in 2022 or, if earlier, on the expiry of 15 months from the date of the passing of the resolutions, unless such authorities are renewed prior to such time. The Directors have no current intention to exercise these authorities and will only do so if they believe it is advantageous and in the best interests of shareholders.

Purchase of the Company's Ordinary Shares

Resolution 13, which is a special resolution, seeks to renew the Board's authority to make market purchases of the Company's Ordinary shares in accordance with the provisions contained in the Companies Act 2006 and the FCA's Listing Rules. Accordingly the Company will seek authority to purchase up to a maximum of 14.99% of the issued share capital (excluding treasury shares) at the date of passing of the resolution at a minimum price of 0.2 pence per share (being the nominal value). Under the Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of: (i) 105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for the shares over the five business days immediately preceding the date of purchase; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out.

The Board does not intend to use this authority to purchase the Company's Ordinary shares, unless to do so would result in an increase in the net asset value per Ordinary share and would be in the best interests of shareholders. Any Ordinary shares purchased shall either be cancelled or held in treasury. The authority being sought shall expire at the conclusion of the AGM in 2022 or, if earlier, on the expiry of 15 months from the date of the passing of the resolution unless such authority is renewed prior to such time.

Notice of Meeting

Under the Companies Act 2006, the notice period for the holding of general meetings of the Company is 21 clear days unless shareholders agree to a shorter notice period and certain other conditions are met. Resolution 14, which is a special resolution, will seek to authorise the Directors to call general meetings of the Company (other than Annual General Meetings) on not less than 14 clear days' notice, as permitted by the Companies Act 2006 amended by the Companies (Shareholders' Rights) Regulations 2009.

It is currently intended that this flexibility to call general meetings on shorter notice will only be used for non-routine business and where it is considered to be in the interests of all shareholders. If Resolution 14 is passed, the authority to convene general meetings on not less than 14 clear days' notice will remain effective until the conclusion of the AGM in 2022 or, if earlier, on the expiry of 15 months from the date of the passing of the resolution, unless renewed prior to such time.

Amendment to the Articles of Association

Resolution 15, which will be proposed as a special resolution, seeks shareholder approval to adopt new Articles of Association (the 'New Articles') in order to update the Company's current Articles of Association (the 'Existing Articles'). The proposed amendments being introduced in the New Articles primarily relate to changes in law and regulation and developments in market practice since the Existing Articles were adopted, and principally include:

i. provisions enabling the Company to hold virtual shareholder meetings using electronic means (as well as physical shareholder meetings or hybrid meetings);

ii. amendments in response to the requirements of the Alternative Investment Fund Managers Directive (2011/61/EU);

iii. changes in response to the introduction of international tax regimes (notably FATCA and the Common Reporting Standard) requiring the exchange of information;

iv. giving the Directors the ability to allow for the Company's depositary to discharge itself of liability for loss of financial assets held in custody in circumstances prescribed under the AIFMD;

v. simplifying the untraced shareholders procedure by removing the requirement for the Company to publish newspaper advertisements;

vi. providing for the procedure to be followed where all of the Directors stand for re-election at an AGM and none of them are re-elected by shareholders; and

vii. updating the methods of settling cash dividends by allowing the Company to pay dividends exclusively through bank transfers or other electronic payment methods instead of by way of cheques with the further ability to retain cash payments where bank details are not provided by a shareholder.

A summary of the principal amendments being introduced in the New Articles is set out in the appendix to the AGM Notice in the Annual Report. Other amendments, which are of a minor, technical or clarifying nature, have not been summarised in the appendix.

While the New Articles (if adopted) would permit shareholder meetings to be conducted using electronic means, the Directors have no present intention of holding a virtual-only meeting. These provisions will only be used where the Directors consider it is in the best of interests of shareholders for hybrid or virtual-only meetings to be held. Nothing in the New Articles will prevent the Company from holding physical shareholder meetings.

The full terms of the proposed amendments to the Company's articles of association would have been made available for inspection as required under LR 13.8.10R (2) but for the Government restrictions implemented in response to the Covid-19 outbreak. As an alternative, a copy of the New Articles, together with a copy showing all of the proposed changes to the Existing Articles, will be available for inspection on the Company's website: slpet.co.uk from the date of the AGM Notice until the close of the AGM, and will also be available for inspection at the venue of the AGM from 15 minutes before and during the AGM. In the event that the current Covid-19 related restrictions are lifted before the AGM, a hard copy of these documents will be available for inspection at Bow Bells House, 1 Bread Street, London EC4M 9HH until the close of the AGM.

Recommendation

The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board recommends that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings, amounting to 77,228 Ordinary shares, representing 0.05% of the issued share capital.

By order of the Board

Aberdeen Asset Management PLC

Company Secretary

1 George Street

Edinburgh EH2 2LL

25 January 2021

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland'.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period. 

In preparing these financial statements, the Directors are required to: 

- select suitable accounting policies and then apply them consistently; 

- make judgements and accounting estimates that are reasonable and prudent;

- state whether they have been prepared in accordance with applicable UK Accounting Standards, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

- prepare a Directors' Report, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

- the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and

- the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board

Christina McComb, OBE

Chair25 January 2021

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2020

STATEMENT OF FINANCIAL POSITION

As at 30 September 2020

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS