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Annual Financial Report

10th Apr 2026 07:00

RNS Number : 8944Z
Mercantile Investment Trust(The)PLC
10 April 2026
 

LONDON STOCK EXCHANGE ANNOUNCEMENT

 

THE MERCANTILE INVESTMENT TRUST PLC

 

FINAL RESULTS FOR THE YEAR ENDED 31ST JANUARY 2026

Legal Entity Identifier: 549300BGX3CJIHLP2H42

Information disclosed in accordance with the DTR 4.1.3

 

The Mercantile Investment Trust plc ('The Mercantile' or the 'Company') announces its full year results for the 12-months ended 31st January 2026.

 

Highlights

 

· NAV total return of +12.3% (with debt at fair value*) for the year ended 31 January 2026, compared with a +15.8% return for the Company's benchmark (FTSE All-Share Index, ex-FTSE 100, ex-investment trusts, with net dividends reinvested). Share price total return for the period was +12.5%.

 

· Three-year cumulative NAV total return of +35.1% compared with +32.4% for the Benchmark; three-year share price cumulative total return of +41.9%.

 

· Five-year cumulative NAV total return of +42.5% compared with +39.0% for the Benchmark; five-year share price cumulative total return of +36.9%.

 

· Ten-year cumulative NAV total return of +109.3%, comfortably ahead of the benchmark's +85.1%; ten-year share price cumulative total return of +111.3%.

 

· The year's performance was supported by strong stock selection in industrials and select financials, while investment banking and brokerage services and consumer discretionary detracted. While the Company benefitted from takeovers in Alpha Group International and Just Group, there were a greater number where the Company had no holding, which detracted from relative returns. 

 

· The Company remains competitively priced, with an Ongoing Charges Ratio ('OCR') for the year of 0.49% (2025: 0.48%).

 

· During the year, the Company repurchased 63,799,708 shares into Treasury at an average discount to NAV of 9.9%, adding 0.9% to the NAV total return. 

 

· A total dividend of 8.20p per share was declared for the year (2025: 7.90p), an increase of 3.8%. This comprised three interim dividends of 1.55p per share and a fourth quarterly interim dividend of 3.55p per share. The dividend was fully covered by earnings, with revenue per share of 9.25p (2025: 8.96p).

 

· The Company's dividend has grown for over 12 consecutive years, with ten-year annualised dividend growth of 6.7% compared to CPI inflation of 3.4%.

 

* Morningstar/J.P. Morgan, using cum income net asset value per share. APM Alternative Performance Measure ('APM').

 

Rachel Beagles, Chairman, commented:

 

Dealing with geopolitical events has, unfortunately, in recent years, become 'business as usual' for our Portfolio Managers. The recent war in Iran raises the spectre of heightened oil prices, and if prolonged, threatens the downward trend of inflation and interest rates in the UK. However, levels of corporate and personal sector debt are historically low; valuations of medium and smaller companies remain attractive relative to history and larger peers.

Your portfolio is invested in high quality companies, with conservative balance sheets and strong market positions. Further, increased levels of market volatility should offer opportunities for active stock pickers. My fellow Directors and I remain confident in your Portfolio Managers' ability to guide the portfolio through any challenges, whilst taking advantage of emergent investment and valuation opportunities. This should ensure that the Company continues to deliver both positive real returns and outperformance over the long term.

 

Guy Anderson & Anthony Lynch, Portfolio Managers, commented:

The outlook is always uncertain, and this year is no different: the international geopolitical landscape appears primed for generating unanticipated shocks; …a war is just unfolding in the Middle East, and it is too early to be definitive about its implications; domestic economic growth is low, and the government's ability to deliver productive change appears limited; the rapid pace of technological development will both create and destroy industries, and thus create both winners and losers. As always, we will endeavour to invest in more of the former, and to avoid the latter.

 

While this was a year of underperformance, the Company has sustained its track record of outperformance over the long-term... Looking ahead, we will maintain our focus on investing in structurally robust businesses that operate in growing end markets and possess the ability to invest capital at attractive returns while being able to adapt to the changing environments in which they operate. We believe that a portfolio of such investments offers the best prospect of delivering compelling returns and outperformance for our shareholders over the long-term, just as they have done in the past."

 

CHAIR'S STATEMENT

Market Background

After a turbulent first half, UK equities recovered strongly in the latter half of the year, consistent with the upbeat mood of global markets over that period. These gains were made despite persistent geopolitical tensions and a protracted period of uncertainty leading up the UK Government's November 2025 Budget. Support came from a surge in interest from international investors, including a rise in mergers and acquisition (M&A) activity, further interest rate cuts from the Bank of England, and some gradual improvement in the UK economy. Investors were also relieved to learn that the Budget proved less onerous than feared for both businesses and households.

Performance

During the 12 months to the end of January 2026, the Company made strong total returns on net assets* of +12.3% and +12.5% on a share price basis. This performance lagged the benchmark, which rose +15.8% over the period. This underperformance is disappointing, but the Portfolio Managers adopt a long-term view when implementing investment decisions, so it is meaningful to assess the Company's performance on the same basis. The Company's longer term track record of attractive absolute returns and outperformance remains intact. Over the ten years to 31st January 2026, the Company's NAV* delivered a cumulative total return of +109.3% comfortably ahead of the benchmark's +85.1%; over five years, the Company's cumulative return of +42.5% also exceeded the benchmark's +39.0%.

The Portfolio Managers' Report below provides details of the Company's recent performance and portfolio changes implemented over the past year. Their report also discusses the market outlook for 2026 and beyond.

* With debt at fair value.

Returns and Dividends

The Company aims to provide shareholders with long-term dividend growth at least in line with the rate of inflation over a five-to-ten-year period. The table below illustrates how the Company has fulfilled this commitment, as well as over more recent time periods.

 

CPI*

Mercantile

 

 

Dividend Growth

 

(% per annum)

(% per annum)

One Year

3.2%

3.8%

Three Years

3.8%

4.7%

Five Years

5.0%

4.1%

Ten Years

3.4%

6.7%

* Consumer Price Index (CPI). Source: Office for National Statistics.

The Company's dividend has now grown for 13 consecutive years, which has earned it a place among the AIC's next-generation dividend heroes. During the financial year ended 31st January 2026, the Company paid three interim dividends of 1.55p per ordinary share and the Board has declared a fourth quarterly interim dividend of 3.55p per share. This brings the total dividend for the year to 8.20p per share, an increase of 3.8% over the previous year's dividend payment of 7.90p per share and provides a historic yield of 3.2% based on the share price as at close of business on 8th April 2026.

In deciding our dividend payments, we look to pay dividends that are at least covered by current year earnings, while also allowing us to build revenue reserves. I am pleased to be able to report that during the financial year, all declared dividends were fully covered by earnings, with revenue per share during the year of 9.25p (31st January 2025: 8.96p). After payment of the fourth interim dividend, the Company will have revenue reserves of 10.20p per share (2025: 8.00p). It is a great advantage of the investment trust structure that the Company is able to partially fund dividend payments from revenue reserves when necessary, to bolster the dividend during challenging times. This capability should provide shareholders with confidence in the Company's ability to maintain its dividend growth objective throughout investment cycles.

Discount and Share Repurchases

The discount at which the Company's shares trade versus its NAV with debt at fair value remained virtually unchanged over the review period, finishing the year at 9.4% (2025: 9.2%). The Board is cognisant that it is in shareholders' interests that the Company's share price should not differ excessively from the underlying NAV under normal market conditions. In the Board's view, the level of the share price's discount to NAV is unwarranted, so during the financial year the Company repurchased 63,799,708 shares. These shares are held in Treasury and were purchased at an average discount to NAV of 9.9%, which added 0.9% to the NAV total return. Since the financial year end, the Company has purchased a further 21,340,443 shares, and the share price discount stood at 10.7% as at close of business on 8th April 2026.

The Board believes that the Company's share buyback facility is an important tool in the management of discount volatility. Therefore, my fellow Directors and I recommend that shareholders approve the renewal of the authority to repurchase up to 14.99% of the Company's shares at the Company's forthcoming Annual General Meeting ('AGM'), with repurchased shares to be cancelled or held in Treasury. The Board is also, once again, seeking shareholder approval to issue shares at a premium to NAV and to disapply pre-emption rights on any such issues. As with buying shares at a discount, issuing new shares at a premium to NAV enhances returns to existing shareholders and also improves liquidity.

Gearing

It is the Board's intention that the Company maintains its current gearing policy, which is to operate within the range of 10% net cash to 20% geared, under normal market conditions. The Company ended the financial year with gearing at 14.4% (compared to 14.1% on 31st January 2025). Over the year under review, gearing (net of costs) added 1.8% to the Company's relative performance against its Benchmark.

Gearing is regularly discussed by the Board and the Portfolio Managers and is implemented via the use of long-dated, fixed-rate financing, from several sources, consistent with the Board's aim to ensure a diversification of source, tenure and cost of leverage available to the Company. Full details of these instruments can be found on page 27 of the Annual Report.

Since the year end, the Company has entered into an agreement to partially repurchase £2.77 million of its £3.85 million 4.25% perpetual debenture stock, which will leave £1.08 million outstanding.

Annual General Meeting

The Company's one hundred and fortieth AGM will be held at Trinity House, Tower Hill, London EC3N 4DH on Thursday, 21st May 2026 at 12.00 noon. In addition to the formal part of the meeting, there will be a presentation from the Portfolio Managers, who will answer questions on the portfolio and performance. The meeting will be followed by a buffet lunch which will give shareholders an opportunity to meet the Board, the Portfolio Managers and representatives of the Manager. The Board and I look forward to seeing a number of you then.

Marketing, Promotion and Shareholder Interaction

The Company continues its efforts to raise its profile among investors and potential investors through focused media and promotional efforts, as well as via ongoing engagement with national and investment industry journalists. During the year this included the Company's very first on-screen advertising (out-of-home campaign) in busy locations such as train stations. The Board believes that boosting the Company's profile will be advantageous for all shareholders by generating consistent demand for its shares, especially from retail investors, who over the last few years have made up an increasing percentage of the share register. We aim to carry out these promotional activities in the most cost-effective way possible.

To further enhance the Company's presence within the broader investment community, the Manager implements a well-established sales and investor relations programme. This programme targets wealth managers, institutions, and private client stockbrokers through video conferences and in-person meetings. In addition, the Portfolio Managers attend and present at retail events.

The Board and Portfolio Managers maintain regular dialogue with shareholders through email updates that share news, insights, and the latest performance, along with invitations to webinars hosted by the Portfolio Managers. The webinars provide portfolio updates and give shareholders the opportunity to ask questions. If you have not already signed up to receive these communications and you wish to do so, you can opt in via www.Mercantile-Registration.co.uk, or by scanning the QR code on page 13 of the Annual Report.

It is the Board's hope that these initiatives will give many more of the Company's investors and potential investors the opportunity to remain well-informed about its progress and to interact with the Board and Portfolio Managers.

Joint Broker

During the year, following a broker review and evaluation of proposals from several firms, the Board appointed Peel Hunt LLP as joint broker alongside Winterflood, replacing Cavendish. This combination was chosen to best support the Company's market presence, investor relations, and strategic objectives. On behalf of the Board I would like to thank Cavendish for its service to the Company over many years.

Board

I became Chair of the Board and the Nomination Committee after the AGM in May 2025, having joined the Board in June 2021. I succeeded Angus Gordon Lennox, who retired after nine years on the Board, including seven as Chairman. On behalf of the Board and shareholders, I would like to take this opportunity to thank Angus for his sound counsel and wise leadership during this period. Following my appointment as Chair, Graham Kitchen became the Senior Independent Director.

The Board reviews its composition on a regular basis, taking account of the need to maintain a wide and relevant range of experience and expertise and to refresh its membership regularly. I can confirm that the Board's current composition remains compliant with all targets applicable to a company listed on the London Stock Exchange. It is the Board's intention that this will continue to be the case going forward.

The Board supports the annual re-election for all Directors, as recommended by the AIC Corporate Governance Code, and therefore all the Directors will stand for re-election at the forthcoming AGM.

The Manager

The Board, through its Management Engagement Committee, monitors the performance of the Manager, JPMorgan Funds Limited ('JPMF'), on an ongoing basis. Given the Manager's long term performance track record, the Company's competitive management fee and the depth and quality of resource offered by the Manager to the Company and its shareholders, the Board is satisfied that JPMF's ongoing appointment as the Company's Manager remains in the best interests of shareholders.

Outlook

Dealing with geopolitical events has, unfortunately, in recent years, become 'business as usual' for your Portfolio Managers. The recent war in Iran raises the spectre of heightened oil prices, and if prolonged, threatens the downward trend of inflation and interest rates in the UK. However, levels of corporate and personal sector debt are historically low and valuations of medium and smaller companies remain attractive relative to history and larger peers. Your portfolio is invested in high quality companies, with conservative balance sheets and strong market positions. Further, increased levels of market volatility should offer opportunities for active stock pickers. A combination of cheap underlying markets and astute stock selection could prove very rewarding should a solution to the conflict in Iran be found, the oil price normalise and UK interest rates continue their downward trajectory. My fellow Directors and I remain confident in your Portfolio Managers' ability to guide the portfolio through any challenges, whilst taking advantage of emergent investment and valuation opportunities. This should ensure that the Company continues to deliver both positive real returns and outperformance over the long term.

 

Rachel Beagles

Chair 9th April 2026

 

 

PORTFOLIO MANAGERS' REPORT

Setting the scene: positive market returns despite geopolitical challenges

Over the course of this financial year UK equities delivered healthy progress, with our target market of UK medium and smaller companies (the 'Benchmark') delivering a return of +15.8%, ahead of its long-run average. The wider UK market, dominated by the FTSE 100, performed even better with a +21% return over this period, higher than the much-vaunted US market. Whilst the headline figures are undoubtedly encouraging, it masks considerable turbulence both over the course of the year and underneath the surface.

The period of greatest volatility occurred in the immediate aftermath of the announcements from the President of the United States, focused on the imposition and subsequent potential relaxation of trade tariffs. After an initial sharp sell-off, the market staged a rapid recovery into the summer.

At this point, the focus turned towards matters domestic, and the prolonged uncertainty caused by UK government policy shifts and an extended run into the Autumn budget. After the imposition of various taxation increases the previous year, and with the government being demonstrably unwilling to curtail public sector spending, there was widespread concern that further increases in taxation would follow. As a result, confidence suffered, with businesses less willing to invest in capital or to hire more labour, and consumers more cautious on spending. In the event - as has often been the case in the UK - the fear of the event was worse than the reality, and once beyond it the market was able to progress further.

Alongside this improving market performance, the UK market has experienced a flurry of incoming takeover activity, with over 30 successful bids each valued at greater than £100 million through calendar year 2025. Furthermore, and again reflecting the deeply discounted valuation of the UK market, corporates continue to repurchase their own shares at elevated levels.

Performance attribution

Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark index.

For the year ended 31st January 2026

 

%

%

Contributions to Total Return

 

 

Benchmark Total Return

 

15.8

Allocation/Stock/Sector Effect

(5.6)

Effect of Gearing and Cash

2.5

Cost of Debentures and Senior Unsecured Privately

Placed Loan Notes

(0.7)

Portfolio Total Return

 

12.0

Management Fees and Other Expenses

(0.5)

Share Buy-Back

0.9

Net Asset Value Total Return - With Debt at Par ValueAPM

 

12.4

Impact of Debt Fair Valuation

(0.1)

Net Asset Value Total Return - With Debt at Fair ValueAPM

 

12.3

 

APM Alternative Performance Measure ('APM').

Source: Morningstar/J.P.Morgan. All figures are on a total return basis.

Contributions calculated using an Arithmetic methodology.

A glossary of terms and APMs is provided on pages 98 to 101 in the Annual Report.

Mercantile performance

Against this backdrop, for the year to 31st January 2026 the Company delivered a return on net assets of +12.3%, with debt at fair value, and +12.4% with debt at par value, trailing the Benchmark's +15.8% return. While this was a year of underperformance, the Company has sustained its track record of outperformance over the long-term: in the ten years to the end of January 2026, its NAV delivered a cumulative total return of +109.3% with debt at fair value, and +95.4% with debt at par value, ahead of the benchmark cumulative total return of +85.1%.

Spotlight on stocks

Winners

Performance was bolstered by strong returns from our holdings in the Industrial Support Services sector, particularly Serco, the government outsourcer, which was our top contributor on the back of improving contract win momentum, particularly in defence markets, and thus an anticipated acceleration in growth. In the Construction sector, our position in Balfour Beatty, the UK based infrastructure and engineering group, was a strong contributor as the company benefitted from a healthy demand backdrop in the UK while executing well and thus driving both growth and cash generation ahead of market expectations.

Plus500, the provider of online trading services, our largest new investment from 2024, also delivered continued gains, following the significant growth in their new US futures business and as they benefitted from broader market volatility. Also in the broader financials space, our holding in Lion Finance, the Georgian bank, performed strongly off the back of continued robust growth and profitability, supported by favourable macroeconomic conditions and strategic digital initiatives.

Losers

Despite several individual successes in the year, and having been a strong contributor over the years in aggregate, the sector that detracted most from returns this year was Investment Banking & Brokerage Services, with large holdings in both ICG and 3i coming under pressure. While ICG, an alternative asset manager, delivered continued impressive fund-raising and reported healthy financial performance, the shares came under pressure towards the end of the year due to wider market concerns surrounding the health of the private credit market, an area in which they operate. Private equity group 3i had a challenging year, with its core asset Action, the discount retailer, delivering slower than anticipated same store growth in its French operations, while the rest of the group has continued to perform well.

There were several other major detractors from performance across various other industry sectors. Our investment in Trainline, the online train ticket retailer, suffered a challenging year. The shares sold off following the UK government's confirmation that Great British Railways will ultimately launch a centralised ticketing app, which will be in direct competition with them. We are of the view that Trainline's proven platform and strong brand will hold up well against this potential new entrant and have retained our holding. Our holding in 4imprint, the supplier of promotional branded merchandise, suffered due to increased uncertainty on their growth outlook following the US tariff announcements. Following a sharp de-rating in the valuation of the company, we have chosen to retain our holding in this market-leading business.

Shares in WH Smith, the travel retailer, fell sharply following the announcement of a review into accounting practices in their North American operations, where income had been over-stated. We exited our holding following this news. Bytes Technology, the value-added technology reseller, experienced a significant share price decline when they announced a profit warning just weeks after their full-year results, in part due to challenges in the implementation of an internal sales team reorganisation but also because of a weakening demand backdrop. We sold out of our holding in full, preferring to retain positions in other value-added resellers where execution has been stronger.

From a relative performance perspective, the portfolio also suffered from the continued high number of companies that were subject to takeover bids at substantial premia. While we benefitted from this in the two instances of Alpha Group International and Just Group, in which we held shares, there were a greater number where we had no holding. The most material of these was Spectris, which was the subject of a bidding war between two possible private equity buyers, and ultimately commanded a near 100% takeover premium.

Positioning the portfolio for future success

We invest in medium and smaller sized UK companies that have significant opportunities for growth, focusing on those outside of the FTSE 100 Index and which may therefore be overlooked by other market practitioners. We invest in the shares of companies that we believe possess the characteristics that may facilitate this growth, for example nimble business models that can innovate or disrupt their industries, or companies that occupy prime positions in rapidly growing markets.

Through the course of any individual year there are adjustments to the portfolio to reflect the changing environment, as investment hypotheses run their course or are proved invalid, or as share price moves present better opportunities elsewhere. Over the past few years there have been multiple turning points for markets as well as numerous changes to the operating environments of our portfolio companies. Despite this, turnover has remained somewhat lower than long-term averages, reflecting what we believe to be a resiliently positioned portfolio and our clear focus on the long-term prospects of holdings.

Furthermore, we have been operating in a volatile environment, with supply chain challenges coming out of the pandemic, surging inflation, a drastic shift in monetary policy, war in Europe - and now the Middle East - and yet more uncertainty from US policy gyrations and widespread tariffs. We believe that this backdrop has made it even more important to focus on well-positioned and well-managed businesses that have the resilience to cope and even thrive in a variety of situations, and which may ultimately emerge with stronger competitive positions.

There have been various changes to the portfolio's constituents over the year, with a total of 21 new holdings added while we exited, coincidentally, from 21 too. From a top-down perspective we increased our exposure to the Financials sector, while we reduced our exposure to Consumer Discretionary. These observations should be read in the context of a portfolio which remains over 70% unaltered, and in which every investment decision is based upon the assessment of the prospects for the specific shares being acquired or divested. The level of gearing deployed has been reasonably constant over the course of the year, averaging around 14%.

In the Financials sector, major portfolio additions included IG Group, the provider of online trading services, Just Group, the life insurer, Quilter, the wealth manager and Shawbrook, the specialist lender, which returned to the stock market with its IPO in October 2025.

Other new additions to the portfolio came from a broad range of sectors and included Greencore, the convenience food manufacturer, Carnival, the cruise ship holiday operator, Rosebank Industries, an industrial business following a 'buy, improve, sell' model, and Safestore, the self-storage operator. As is hopefully evident from this list, we are finding many exciting opportunities from across the range of sectors and different types of businesses.

Major exits include the aforementioned WH Smith and Bytes Technology, as well as Greggs, the food-to-go retailer, and Auto Trader, the operator of the UK's leading digital automotive marketplace. This final name had been held in the portfolio since its IPO in March 2015 through to March 2025, and having delivered excellent returns over that period is now a FTSE 100 company. We sold out of one other FTSE 100 holding, our investment in Barratt Redrow, following weaker than expected guidance for sales growth in the year ahead, as the market recovery from depressed levels is occurring more slowly than anticipated.

Outlook for the coming year

The outlook is always uncertain, and this year is no different: the international geopolitical landscape appears primed for generating unanticipated shocks, and the continued rise of populism could have damaging consequences; a war is just unfolding in the Middle East, and it is too early to be definitive about its implications; domestic economic growth is low, and the government's ability to deliver productive change appears limited; the rapid pace of technological development will both create and destroy industries, and thus create both winners and losers. As always, we will endeavour to invest in more of the former, and to avoid the latter.

In the near-term, financial markets will be buffeted by changes to the above, as well as by the inter-connected forces of inflation, monetary and fiscal policy, and their impact upon economic and-thus corporate earnings growth expectations.

Despite this, and amidst the market volatility, there is cause for cautious optimism. Even after a year of healthy gains, the valuation of the UK market remains comparable with its own history and at a steep discount relative to other developed markets. Within the UK, given their greater economic cyclicality and sensitivity to interest rates, medium and smaller size companies are trading at a discount relative to their usual level versus larger companies. These facts have not gone unnoticed, as we have seen a pick-up in the number of acquisitions by corporate buyers - focusing on medium and smaller companies - while the volume of share buybacks being executed by management teams remains elevated.

The changing economic landscape will impact our portfolio companies, yet most have been delivering healthy financial performance while executing their growth strategies, in many cases backed by substantial capital investments.

It is impossible to be definitive about the implications of the current conflict in the Middle East, but with major disruption to the flows of crude oil and natural gas, it certainly creates downside risks to global economic growth, alongside upside risks to inflation. We are vigilant to these changes and will strive to steer the portfolio through this period of heightened risk.

Notwithstanding recent events and the potential for economic disruption, the combination of the factors above, and the breadth of exciting investment ideas that we have been finding, explain our current elevated level of gearing, sitting at around 15%. This action hopefully demonstrates most clearly our assessment of the opportunity before us.

Looking ahead, we will maintain our focus on investing in structurally robust businesses that operate in growing end markets and possess the ability to invest capital at attractive returns while being able to adapt to the changing environments in which they operate. We believe that a portfolio of such investments offers the best prospect of delivering compelling returns and outperformance for our shareholders over the long-term, just as they have done in the past.

 

Guy Anderson

Anthony Lynch

Portfolio Managers 9th April 2026

 

PRINCIPAL & EMERGING RISKS AND UNCERTAINTIES

The Board, through delegation to the Audit and Risk Committee, has undertaken a robust assessment and review of the principal risks facing the Company, together with a review of any new and emerging risks that may have arisen during the year to 31st January 2026, including those that would threaten its business model, future performance, solvency or liquidity.

With the assistance of the Manager, the Audit and Risk Committee has drawn up a risk matrix, which identifies the key risks to the Company, as well as emerging risks. The risk matrix, including emerging risks, are reviewed formally by the Audit and Risk Committee every six months or more regularly as appropriate. At each meeting, the Committee considers emerging risks which it defines as potential trends, sudden events or changing risks which are characterised by a high degree of uncertainty in terms of occurrence probability and possible effects on the Company. As the impact of emerging risks is understood, they may be entered on the Company's risk matrix and mitigating actions considered as necessary. In assessing the risks and how they can be mitigated, the Board has given particular attention to those risks that might threaten the viability of the Company. The principal risks fall broadly into the following categories:

 

 

 

Change in risk

 

 

 

status during

Principal risk

Description

Mitigating activities

the year

Investment Under-performance

Poor implementation of the investment strategy, for example as to thematic exposure, sector allocation, stock selection, undue concentration of holdings, factor risk exposure or the degree of total portfolio risk, may lead to persistent failure to outperform the Company's benchmark index and peer companies, and could result in the Company's shares trading at a wider discount.

The Board manages these risks by examining the Manager's investment process, which integrates financially material ESG considerations, and by ensuring a diversification of investments through its investment restrictions and guidelines, which are monitored and reported on by the Manager. The Manager provides the Directors with timely and accurate management information, including performance data and attribution analysis, revenue estimates, liquidity reports and shareholder analysis. The Board monitors and challenges the implementation and results of the investment process with the Investment Manager, whose representatives attend at least part of all regularly scheduled Board meetings. The Board holds a separate meeting devoted to strategy each year.

áâ

The Portfolio Managers continue to employ disciplined portfolio construction and risk management, aiming to surpass the benchmark while navigating volatile market conditions.

Cyber Crime

A successful cyber attack on the Investment Manager and/or important third party suppliers could impact the Company's ability to operate efficiently. The threat of cyber attack, in all its guises, is regarded as at least as important as more traditional physical threats to business continuity and security.

An independent third party tests the IT controls for physical data-centre security, network security, and trading-application security across JPMorgan Chase & Co. and its legal entities and subsidiaries, issuing semi-annual reports against the AAF Standard.

The Investment Manager reviews the cyber security policies of the Company's key third-party service providers. JPMF has assured the Directors that the Company benefits, whether directly or indirectly, from the cyber security programme of JPMorgan Chase & Co. and its legal entities and subsidiaries.

The Board reviewed the application of the Cyber Governance Code of Practice and all Directors have completed training modules aligned with the Code's Principles.

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The threat landscape continues to evolve rapidly, with attacks growing more sophisticated; their frequency and scale are widely publicised.

To date the Manager's cyber security arrangements and those of its material third-party suppliers, have proven robust and the Company has not been impacted by any cyber attacks threatening its operations.

Geopolitical Instability

Geopolitical Risk is the potential for political, socio-economic and cultural events and developments to have an adverse effect on the value of the Company's assets.

Geopolitical tensions remain elevated, adding to market volatility and uncertainty. Recent U.S. tariff measures and shifting trade policies further complicate the global backdrop. Together with uncertainty around the path of interest rates and inflation; ongoing conflicts in Eastern Europe and the Middle East; rising frictions in parts of Asia; and a broader resurgence of economic nationalism, these factors could weigh on market stability and investment opportunities and may adversely affect the Company's performance, potentially affecting the Company's holdings and/or the demand for equity investments.

This risk is managed to some extent by diversification of investments and by regular communication with the Manager on matters of investment strategy and portfolio construction which will directly or indirectly include an assessment of these risks. The Board receives regular reports from the Manager regarding market outlook and gives the Portfolio Managers discretion regarding acceptable levels of gearing and/or cash. Currently the Company's gearing policy is to operate within a range of 10% net cash to 20% geared.

The Board considers thematic and factor risks, stock selection and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Manager.

The Board can, with shareholder approval, look to amend the investment policy and objectives of the Company to gain exposure to or mitigate the risks arising from geopolitical instability.

ã

The risk profile has worsened over the year due to escalating geopolitical tensions and conflicts in the Middle East and Europe. These developments can reverberate across global markets, erode investor sentiment, and strain economic stability.

Corporate Strategy

The corporate strategy, including the investment objectives and policies, may not be of sufficient interest to current or prospective shareholders. For instance, if the UK remains out of favour with investors, it could hinder the Company's appeal.

The attractiveness of investment vehicles, including investment trusts, could be impacted by structural changes to the way investors access the market, including changes within the platform channels.

Our investment strategies aim to position The Mercantile as a clear and core investment choice available for investment through a number of channels. The Manager continues to deliver on the Company's objective. The Board regularly reviews its strategy, and assesses, with its brokers, shareholder views.

Marketing and investor relations campaigns continued throughout the year and we have identified appropriate promotional opportunities for the Company (including advertising, events and research coverage) in order to maintain a strong platform presence. A 'Preference Centre' provides the Company with the ability to communicate directly and effectively with investors.

áâ

The UK continues to be out of favour with investors, reflecting factors such as the current geopolitical and economic landscape.

Discount Control

Investment trust shares often trade at discounts to their underlying NAVs; they can also trade at a premium. Discounts and premiums can fluctuate considerably leading to volatile returns for shareholders; a growing discount could decrease the returns investors receive on their investments. Further, the greater the discount to NAV, the more likely the Company becomes appealing to activist investors.

The Board regularly reviews the Company's objective, investment policy and strategy, the composition and performance of the investment portfolio, movements in the share register, and the premium or discount at which the shares trade to NAV - both in absolute terms and relative to peers and the wider investment trust sector.

The Board reviews sector relative performance and sales and marketing activity (considered the primary drivers of the relative discount level). The Company also has authority to repurchase its existing shares to enhance the NAV per share for remaining shareholders and to reduce the absolute level of discount and discount volatility.

áâ

To help narrow the discount, the Board stepped up buyback activity over the year.

Corporate Governance & Shareholder Relations

A single large investor could try to exert influence that may not be in the best interest of the Company or other shareholders. Ongoing consolidation among wealth managers, including vertical integration, may also raise minimum investment size thresholds and tighten maximum position limits, potentially restricting access to or increasing turnover within the Company's shareholder base.

The Investment Manager's Sales team holds regular meetings with large institutional and wealth manager investors to maintain stable demand and gather feedback. Targeted marketing and press activity are used to inform and shape retail investor behaviour.

The Board monitors major shareholder movements and considers shareholder views, and Directors may attend shareholder meetings and contact shareholders independently of the Manager to address concerns promptly and broaden the investor base.

ã

The risk has heightened over the year amid significant consolidation in the wealth management sector.

 

Change Key

ã Heightened áâ Broadly Unchanged ä Reduced

 

EMERGING RISKS

The Board has considered and kept under review emerging risks. The Board has identified the following as a key emerging risk:

Artificial Intelligence ('AI')

While AI presents substantial opportunities and can be a force for good, it also introduces growing risks for businesses and society. Advances in computing power have made AI a powerful tool with far-reaching applications, including the potential to disrupt - and in some cases harm - existing models. AI adoption may significantly reshape business processes and entire companies, increasing uncertainty in corporate valuations. In this environment, markets are likely to identify real or perceived winners and losers from AI, which could heighten share price volatility in investee companies. It may also influence how retail investors approach investing, including increased thematic positioning and momentum-driven flows tied to AI narratives.

 

RELATED PARTIES

The Directors of the Company are considered related parties. Full details of Directors' remuneration and shareholdings can be found on pages 53 to 55 in the Annual Report.

TRANSACTIONS WITH THE MANAGER

Details of the management contract are set out in the Directors' Report on page 41 of the Annual Report. The management fee payable to the Manager for the year was £7,826,000 (2025: £7,949,000) of which £nil (2025: £nil) was outstanding at the year end.

Included in administration expenses in note 6 on page 75 of the Annual Report are safe custody fees amounting to £37,000 (2025: £38,000) payable to JPMorgan Chase Bank N.A. of which £6,000 (2025: £9,000) was outstanding at the year end.

During the year, brokerage commission on dealing transactions amounting to £nil (2025: £nil) was payable to JPMorgan subsidiaries of which £nil (2025: £nil) was outstanding at the year end. These transactions are carried out at arm's length.

Other capital charges (handling charges) on dealing transactions amounting to £21,000 (2025: £21,000) were payable to JPMorgan Chase Bank N.A. during the year of which £4,000 (2025: £6,000) was outstanding at the year end.

The Company invests in the JPMorgan GBP Liquidity Fund, which is managed by JPMorgan Asset Management (Europe) S.à r.l. At the year end this was valued at £49.5 million (2025: £36.9 million). Interest income amounting to £2,110,000 (2025: £1,483,000) was receivable during the year, of which £183,000 (2025: £nil) was outstanding at the year end.

At the year end, cash at bank of £287,000 (2025: £20,245,000) was held with JPMorgan Chase Bank N.A. A net amount of interest of £29,000 (2025: £14,000) was earned by the Company during the year from JPMorgan Chase Bank N.A. of which £nil (2025: £nil) was outstanding at the year end.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and 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 have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland ('FRS 102'), and applicable law). Under Company law the Directors must not approve the financial statements unless they are satisfied that taken as a whole, the Annual Report and Financial Statements are fair, balanced and understandable, provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy and that they give a true and fair view of the state of affairs of the Company and of the total return or loss of the Company for that period. In order to provide these confirmations, and in preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;

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

• notify the Company's shareholders in writing about the use, if any, of disclosure exemptions in FRS 102 in the preparation of the financial statements

and the Directors confirm that they have done so.

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 to 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.

Under applicable law and regulations the Directors are also responsible for preparing a Directors' Report and Directors' Remuneration Report that comply with that law and those regulations.

Each of the Directors, whose names and functions are listed on pages 39 and 40 in the Annual Report confirms that, to the best of his/her knowledge, the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return or loss of the Company.

The Board confirms that it is satisfied that the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

The Board also confirms that it is satisfied that the Strategic Report and Directors' Report include a fair review of the development and performance of the business, and the Company, together with a description of the principal risks and uncertainties that it faces.

The Financial Statements are published on the www.mercantileit.co.uk website, which is maintained by the Company's Manager. While the Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, the website is maintained by the Manager, and is therefore considered, so far as it relates to the Company, the responsibility of the Manager. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that may have occurred to the accounts since they were initially presented to the website. The accounts are prepared in accordance with UK legislation, which may differ from legislation in other jurisdictions.

 

For and on behalf of the Board

Rachel Beagles

Chair

9th April 2026

 

STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 31st January 2026

Year ended 31st January 2025

 

Revenue

Capital

Total

Revenue

Capital

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

Net gains on investments held at fair value through

profit or loss

-

156,764

156,764

-

187,228

187,228

Foreign currency exchange gains/(losses)

-

78

78

-

(4)

(4)

Income from investments

72,304

-

72,304

76,726

387

77,113

Interest receivable

2,139

-

2,139

1,497

-

1,497

Gross return

74,443

156,842

231,285

78,223

187,611

265,834

Management fee

(2,348)

(5,478)

(7,826)

(2,385)

(5,564)

(7,949)

Other administrative expenses

(1,575)

-

(1,575)

(1,642)

-

(1,642)

Net return before finance costs and taxation

70,520

151,364

221,884

74,196

182,047

256,243

Finance costs

(4,173)

(9,738)

(13,911)

(4,172)

(9,735)

(13,907)

Net return before taxation

66,347

141,626

207,973

70,024

172,312

242,336

Taxation

(120)

-

(120)

(958)

-

(958)

Net return after taxation

66,227

141,626

207,853

69,066

172,312

241,378

Return per ordinary share

9.25p

19.78p

29.03p

8.96p

22.34p

31.30p

 

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

The 'Total' column of this statement is the profit and loss account of the Company and the 'Revenue' and 'Capital' columns represent supplementary information prepared under guidance issued by the Association of Investment Companies.

'Net return after taxation' represents the profit for the year and also total comprehensive income.

The notes on pages 71 to 90 in the Annual Report form an integral part of these financial statements.

 

STATEMENT OF CHANGES IN EQUITY

For the year ended 31st January

Called up

Share

Capital

 

 

 

share

premium

redemption

Capital

Revenue

 

capital

account

reserve

reserves1

reserve1

Total

£'000

£'000

£'000

£'000

£'000

£'000

At 31st January 2024

23,612

23,459

13,158

1,729,199

76,191

1,865,619

Repurchase of ordinary shares into Treasury

-

-

-

(82,121)

-

(82,121)

Proceeds from share forfeiture2

-

-

-

596

-

596

Net return after taxation

-

-

-

172,312

69,066

241,378

Dividends paid in the year (note 2)

-

-

-

-

(60,280)

(60,280)

Proceeds from forfeiture of unclaimed dividends2 (note 2)

-

-

-

-

276

276

At 31st January 2025

23,612

23,459

13,158

1,819,986

85,253

1,965,468

Repurchase of ordinary shares into Treasury

-

-

-

(158,351)

-

(158,351)

Net return after taxation

-

-

-

141,626

66,227

207,853

Dividends paid in the year (note 2)

-

-

-

-

(47,180)

(47,180)

Proceeds from forfeiture of unclaimed dividends2 (note 2)

-

-

-

-

3

3

At 31st January 2026

23,612

23,459

13,158

1,803,261

104,303

1,967,793

 

1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors.

2 During the year ended 31st January 2025, the Company undertook an Asset Reunification Program to reunite inactive shareholders with their shares and unclaimed dividends. Pursuant to the Company's Articles of Association, the Company exercised its right to reclaim the shares of shareholders whom the Company, through its previous Registrar, has been unable to locate for a period of 12 years or more. These forfeited shares were sold in the open market by the Registrar and the proceeds, net of costs, were returned to the Company. In addition, any unclaimed dividends older than 12 years from the date of payment of such dividends were also forfeited and returned to the Company.

The notes on pages 71 to 90 in the Annual Report form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

 

At

At

 

31st January

31st January

 

2026

2025

 

£'000

£'000

Fixed assets

 

 

Investments held at fair value through profit or loss

2,251,397

2,242,684

Current assets

 

 

Debtors

3,019

4,100

Current asset investments

49,514

36,903

Cash at bank

287

20,245

52,820

61,248

Current liabilities

 

 

Creditors: amounts falling due within one year

(8,271)

(10,420)

Net current assets

44,549

50,828

Total assets less current liabilities

2,295,946

2,293,512

Non current liabilities

 

 

Creditors: amounts falling due after more than one year

(328,153)

(328,044)

Net assets

1,967,793

1,965,468

Capital and reserves

 

 

Called up share capital

23,612

23,612

Share premium account

23,459

23,459

Capital redemption reserve

13,158

13,158

Capital reserves

1,803,261

1,819,986

Revenue reserve

104,303

85,253

Total shareholders' funds

1,967,793

1,965,468

Net asset value per ordinary share

288.2p

263.2p

 

The notes on pages 71 to 90 in the Annual Report form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

Year ended

Year ended

31st January

31st January

2026

2025

£'000

£'000

Cash flows from operating activities

 

 

Net return before finance costs and taxation

221,884

256,243

Adjustment for:

Net gains on investments held at fair value through profit or loss

(156,764)

(187,228)

Net foreign currency exchange (gains)/losses

(78)

4

Dividend income

(72,304)

(77,113)

Interest income

(2,139)

(1,497)

Realised gains/(losses) on foreign currency exchange transactions

78

(4)

Decrease/(increase) in other debtors

23

(39)

(Decrease)/increase in accrued expenses

(245)

263

Net cash outflow from operations before dividends, interest and taxation

(9,545)

(9,371)

Dividends received

72,244

75,567

Interest received

1,956

1,497

Overseas withholding tax recovered

665

448

Net cash inflow from operating activities

65,320

68,141

Purchases of investments

(478,361)

(437,321)

Sales of investments

625,448

491,572

Net cash inflow from investing activities

147,087

54,251

Equity dividends paid

(47,180)

(60,280)

Proceeds from forfeiture of unclaimed dividends

3

276

Repurchase of ordinary shares into Treasury

(158,775)

(81,569)

Proceeds from share forfeiture

-

596

Loan and overdraft interest paid

(13,802)

(13,797)

Net cash outflow from financing activities

(219,754)

(154,774)

Decrease in cash and cash equivalents1

(7,347)

(32,382)

Cash and cash equivalents at start of year1

57,148

89,530

Cash and cash equivalents at end of year1

49,801

57,148

Cash and cash equivalents consist of:1

 

 

Cash at bank

287

20,245

Current asset investment in JPMorgan GBP Liquidity Fund

49,514

36,903

Total

49,801

57,148

 

1 The term 'cash and cash equivalents' is used for the purposes of the Statement of Cash Flows.

The notes on pages 71 to 90 in the Annual Report form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. Accounting policies

(a) Basis of accounting

The financial statements have been prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ('UK GAAP'), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies in July 2022.

All of the Company's operations are of a continuing nature.

The financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence up to 30th April 2027 which is at least 12 months from the date of approval of these Financial Statements. The disclosures on going concern on page 47 of the Annual Report in the Directors' Report form part of these financial statements.

The policies applied in these financial statements are consistent with those applied in the preceding year.

2. Dividends

(a) Dividends paid and declared

2026

2025

Pence

£'000

Pence

£'000

Dividends paid

 

 

 

 

Fourth quarterly dividend in respect of prior year

3.40

24,884

3.30

25,626

First quarterly dividend

1.55

11,297

1.50

11,628

Second quarterly dividend

1.55

10,999

1.50

11,622

Third quarterly dividend1

-

-

1.50

11,404

Total dividends paid in the year

6.50

47,180

7.80

60,280

Forfeiture of unclaimed dividends over 12 years old2

n/a

(3)

n/a

(276)

Net dividends

6.50

47,177

7.80

60,004

Dividends declared

 

 

 

 

Third quarterly dividend1

1.55

10,660

-

-

Fourth quarterly dividend

3.55

24,242

3.40

25,387

1 For the year ended 31st January 2026, the third quarterly dividend, with a pay date of 6th February 2026, was not transferred to the Registrar at the year end and therefore will be reflected in the financial statements for the year ended 31st January 2027. In 2025 the Company had irrevocably transferred the funds for the third quarterly dividend to its Registrar by 31st January 2025.

2 The unclaimed dividends were forfeited following an extensive exercise which attempted to reunite the dividends with owners.

All dividends paid and declared in the period have been funded from the Revenue Reserve.

The fourth quarterly dividend proposed in respect of the year ended 31st January 2025 amounted to £25,387,000. However, the amount paid amounted to £24,884,000 due to ordinary shares bought back after the balance sheet date but prior to the record date.

The third and fourth quarterly dividends have been declared in respect of the year ended 31st January 2026. In accordance with the accounting policy of the Company, the dividends will be reflected in the financial statements for the year ending 31st January 2027.

(b) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 ('Section 1158')

The requirements of Section 1158 are considered on the basis of dividends declared in respect of the financial year as shown below. The revenue available for distribution by way of dividend for the year is £66,227,000 (2025: £69,066,000).

The maximum amount of income that the Company is permitted to retain under Section 1158 is £11,166,000 (2025: £11,733,000), calculated as 15% of gross revenue. Therefore the minimum distribution required by way of dividend is £55,061,000 (2025: £57,333,000).

2026

2025

Pence

£'000

Pence

£'000

First quarterly dividend

1.55

11,297

1.50

11,628

Second quarterly dividend

1.55

10,999

1.50

11,622

Third quarterly dividend

1.55

10,660

1.50

11,404

Fourth quarterly dividend

3.55

24,242

3.40

25,387

Total dividends for Section 1158 purposes

8.20

57,198

7.90

60,041

 

3. Return per ordinary share

2026

2025

£'000

£'000

Revenue return

66,227

69,066

Capital return

141,626

172,312

Total return

207,853

241,378

Weighted average number of ordinary shares in issue during the year

716,006,034

771,172,156

Revenue return per ordinary share

9.25p

8.96p

Capital return per ordinary share

19.78p

22.34p

Total return per ordinary share

29.03p

31.30p

 

The total return per ordinary share represents both basic and diluted return per share as the Company has no dilutive shares.

4. Net asset value per ordinary share

The net asset value per ordinary share and the net asset value attributable to the ordinary shares at the year end are shown below. These were calculated using 682,868,483 (2025: 746,668,191) ordinary shares in issue at the year end (excluding Treasury shares).

2026

2025

Net asset value attributable

Net asset value attributable

£'000

pence

£'000

pence

Net asset value - debt at par value

1,967,793

288.2

1,965,468

263.2

£175 million 6.125% debenture stock 25th February 2030:

Add: amortised cost

174,598

25.6

174,501

23.4

Less: fair value

(189,257)

(27.7)

(188,209)

(25.2)

£3.85 million 4.25% perpetual debenture stock:

Add: amortised cost

3,850

0.5

3,850

0.5

Less: fair value

(2,792)

(0.4)

(2,854)

(0.4)

Senior unsecured privately placed loan notes:

Add: amortised cost

149,705

21.9

149,693

20.1

Less: fair value

(77,977)

(11.4)

(78,706)

(10.6)

Net asset value - debt at fair value

2,025,920

296.7

2,023,743

271.0

 

JPMORGAN FUNDS LIMITED

10th April 2026

For further information, please contact:

Sachu Saji

For and on behalf of

JPMorgan Funds Limited

Telephone: 0800 20 40 20 or or +44 1268 44 44 70

E-mail: [email protected]

 

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

ENDS

A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Annual Report will also shortly be available on the Company's website at www.mercantileit.com where up to date information on the Company, including daily NAV and share prices, factsheets and portfolio information can also be found.

 

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