Mithras Investment : Inv.Trst PLC : Annual Financial Report

MITHRAS INVESTMENT TRUST PLC (the "Company")

Annual Financial Report Announcement of Audited Results for the year ended 31 December 2014.

This announcement contains regulated information.

Financial Summary

Performance (Total Return) at 31 December 2014

* Returns based on NAV per share adjusted for dividends paid. The return since flotation is based on Group total return after tax before dividends, attributable to owners on opening owners' equity.

Group Financial Highlights

1 Being the last practical date prior to approval of the Annual Financial Report.

2Proposed dividends, if approved by shareholders at the Annual General Meeting ("AGM"), are paid in the calendar year following proposal. Further information can be found in note 9 to the Financial Statements on page 56 and in the Financial Calendar on page 72 in the Annual Financial Report.

3The ongoing charges figures have been calculated using the Association of Investment Companies' ("AIC") recommended methodology and relate to the ongoing costs of running the Company. Subsidiary expenses, such as those incurred by Mithras Capital Partners LLP ("MCP") and non-recurring fees are therefore excluded from the calculation.

4 The ratio reflects the ongoing expenses for the Group. This follows the AIC guidance in calculating ongoing charges, but includes ongoing expenses of all subsidiaries.

Highlights of the Year

Although underlying portfolio company performance was encouraging during 2014, the Company's NAV only increased by 1.1% to 162.1 pence per share at 31 December 2014. The weakening of the Euro relative to Sterling, which depreciated 7.2% during the year, had a material impact on the Company's NAV growth. Excluding the negative impact of currency movements during the year, the Company's NAV would have been 168.2 pence per share at 31 December 2014.

The listed private equity sector enjoyed another positive year with share price movements in general outperforming the FTSE All-Share Index and discounts continuing to narrow. During the year the Company's share price increased from 137.5 pence to 142.5 pence and the Company's share price discount to NAV narrowed further from 14% to 12%, supported by the Company's strategy of providing shareholders with regular opportunities to tender shares at close to NAV.

The Company completed its third tender offer in December 2014 returning £6.7 million to shareholders. The Company has now returned a gross total of £19.7 million to shareholders by way of tender offers. This equates to a capital return of 61.6 pence per share with the cancellation of approximately 36% of the original shares in issue.

Despite the exit activity within the portfolio during the year, the Company's portfolio still comprises some 64 underlying portfolio companies, a small reduction from the 67 portfolio companies at the end of 2013. The portfolio continues to provide shareholders with a relatively well-diversified portfolio in terms of deal size, sector and geographic exposure. With MCF now fully invested, further capital can only be called to fund either follow-on acquisitions by existing portfolio companies or fees. As a result of this and the increasing maturity profile of the portfolio, the Company is well placed to generate positive cash returns and NAV growth.

Update on the Realisation Strategy

The Board remains committed to returning cash to shareholders. Given the strong net cash position as at 31 December 2014 and a promising pipeline of potential portfolio company realisations, the Board is confident of announcing a further tender offer during 2015.

In conjunction with its advisers, the Board recently conducted a review of the realisation strategy with a particular focus on how and when to achieve a full exit for shareholders. The Board concluded that the current strategy of returning cash to shareholders by way of further tender offers at close to NAV remains the best way to deliver maximum value to shareholders in the immediate future. Although the Company has completed three tender offers to date, it is still quite early in the overall realisation process. Shareholders still have exposure to a diversified portfolio of 64 underlying companies. The Board is mindful, however, that there is a balance between the prospects of further NAV growth and cash generation and the ongoing costs of running the Company relative to NAV. Whilst the Company's ongoing cost ratio rose slightly from 1.0% to 1.1% during the year as a consequence of the overall reduction in net assets, it still compares favourably with our peer group. The Board continues to maintain a keen focus on the Company's total costs, which have been reduced by a further £35,000 this year.

Whilst the Board believes that the prospects for NAV growth and cash generation from the portfolio remain strong, it remains open to value-enhancing offers. Any such offers will be evaluated against our core strategy of tender offers.

Outlook

Although the trading performance of the underlying portfolio companies is generally positive, the Board is mindful of the overall economic environment, with the UK and US economies showing solid growth but much of Continental Europe exhibiting increasing signs of economic stagnation. The short-term outlook for 2015 is one of continued uncertainty and markets are likely to be particularly sensitive to the political environment and actions by central banks. In the last few weeks we have already seen a significant increase in volatility following events which include the continuing depreciation of the Euro relative to Sterling; the dramatic fall in the oil price; the decision by the Swiss National Bank to remove the peg of the Swiss Franc against the Euro; the introduction by the European Central Bank ("ECB") of a major Quantitative Easing programme; and increased uncertainty in the Eurozone following the Greek general election. Closer to home the outcome of the UK general election is uncertain and any potential impact on the portfolio is difficult to quantify.

The MCF portfolio is now fully invested with no new investments being made and the Company is focused exclusively on exiting portfolio companies. The fundamentals for portfolio company exits remain positive, which is an important factor both for cash generation and NAV growth. Credit markets, a key component in supporting exit activity from the portfolio, remain strong and have been boosted further by the ECB's Quantitative Easing programme. There is also a significant amount of dry powder available for investment within the private equity sector which is likely to encourage healthy levels of secondary buyouts.

William Maltby

Chairman

3 March 2015

Dividend

The Company will continue its strategy of paying a level of dividend required to maintain investment trust status. Accordingly, the Board has recommended a final dividend totalling 1.0 pence per Ordinary share (2013: 1.0 pence). If approved by shareholders, the proposed final dividend will be paid on 15 May 2015 to shareholders on the register on 13 March 2015.

Principal Risks and Uncertainties

The Board, in conjunction with MCP, has established a risk management framework within the context of the Company's overall objective. The Board and the Audit Committee are responsible for the risk management framework, which enables the Company to assess the overall risk and exposure of the Company and to manage such risk.

General Risks Associated with Investment in Private Equity:

The Group invests in private equity through its exposure to MCF which mitigates some of these general risks through diversification. Such investments are illiquid and might be difficult to realise, particularly within a short timeframe.

Financial Risks:

By its nature as an investment trust, the Company's business activities are exposed to market risk (including currency risk, interest rate risk and market price risk), liquidity risk, and credit and counterparty risk. Details of these risks and how they are managed are set out in note 20 to the Financial Statements on pages 62 to 65 of the Annual Financial Report.

Operational Risks:

As the Company's main functions are delegated to MCP and third party service providers, operational risk would arise from failures of internal control of those service providers. This would include, for example, non-compliance with statutes and regulations governing the functions of the Company. Operational risks are regularly assessed by the Board, which receives timely reports from MCP and its main service providers as to the internal control processes in place within those organisations. These serve to minimise the risk exposure to the Company. Further details regarding the Group's internal controls and management of risks are set out within the Directors' Report on pages 26 and 27 of the Annual Financial Report.

Investment and Strategy Risks:

The Board considers at each meeting the performance of the investment portfolio and has established investment restrictions and guidelines within which MCP operates.

Valuation Risks:

The Group's exposure to valuation risk mainly comprises movements in the value of its underlying investments. The Company's investment in MCF is valued at fair value by the Directors in accordance with the current International Private Equity and Venture Capital ("IPEVC") Guidelines. Valuation risks are mitigated by a comprehensive review of underlying investments carried out by MCP bi-annually. These valuations are then considered and approved by the Audit Committee and the Board. The Company's Auditors also review the valuations as part of their annual audit.

Regulatory Risks:

A breach of the Corporation Tax Act 2010 ("CTA") could result in the Company losing its status as an investment trust and becoming subject to Corporation Tax on capital gains. MCP monitors the CTA qualification criteria and provides a report to the Board at each meeting. As an entity listed on the London Stock Exchange, the Company must also comply with the Listing, Prospectus and Disclosure and Transparency Rules (the "Rules") of the FCA as well as the Act. MCP and the Company Secretary provide regular reports to the Board on compliance with relevant provisions and report breaches without delay. The Board relies on MCP, the Company Secretary and professional third party advisers to ensure compliance with laws and regulations.

In particular, under the Rules, the Company is required to maintain at least 25% of its shares in "public hands". The definition of "public hands" excludes any holdings by shareholders owning more than 5% of the issued share capital as well as the Directors own shareholdings. Details of the Company's substantial shareholders are disclosed on page 18 of the Annual Financial Report. Any inadvertent breach of this test could result in the Company's share listing being suspended and the loss of investment trust status.

Corporate Governance and Shareholder Relations Risks:

Details of the Company's compliance with corporate governance best practice guidelines, including compliance with the AIC Code of Corporate Governance (the "AIC Code") and the maintenance of good communication with shareholders, are set out in the Corporate Governance Statement on pages 21 to 27 of the Annual Financial Report.

The following note provides details of the Group and Company's related party disclosures and related party transactions during the year:

(a) Under the Investment Management Agreement dated 27 March 2009, the Company paid fees of £64,000 (2013: £64,000) to MCP, of which £16,000 (2013: £16,000) was outstanding at 31 December 2014. There are no other incentive schemes for MCP. Details of the Investment Management Agreement are provided in the Directors' Report on pages 17 and 18 of the Annual Financial Report.

(b) Legal and General Assurance Society ("LGAS") held 33.84% (2013: 34.04%) of the Ordinary share capital of the Company as at 31 December 2014.

(c) Mr Boylan, the Managing Partner and Designated Member of MCP, in his personal capacity held 0.30% (2013: 0.25%) of the Ordinary share capital of the Company as at 31 December 2014. Mr Boylan is a member of MCP and has a profit entitlement of 15% of the profits of MCP (2013: 15%).

(d) On 5 November 2014, the Board put in place a retention arrangement with Mr Boylan to ensure that Mr Boylan is retained to deliver the Company's realisation strategy. On completion of the realisation strategy, a sum of £200,000 will be paid to Mr Boylan in consideration for acquiring Mr Boylan's 15% minority interest in MCP (referred to as the Non-controlling Interest within the Consolidated Financial Statements). The circumstances that will give rise to the completion of the realisation strategy could vary depending upon the choice of exit route taken by the Company and the arrangement is subject to the usual good leaver provisions.

(e) The compensation payable to key management personnel (which includes members of MCP but excludes Directors of the Company) amounts to £149,000 (2013: £142,000) paid as guaranteed drawings. Profit share distributed to the Non-controlling Interests (members of MCP) amounted to £32,000 (2013: £32,000). Details of the compensation payable to the Directors is disclosed in the Directors' Remuneration Report on pages 30 to 31 of the Annual Financial Report.

(f) The Company invests in MCF, which is managed by MCP. A carried interest scheme operates for the benefit of the founder partners of the scheme. The founder partners are Ms Gillian Brown, Mr Adrian Johnson and Mr Boylan. Carried interest of 10% of investment profits could become payable once MCF has returned all capital contributed by investors as well as exceeding the preferred return or net IRR of 8% per annum. As at 31 December 2014, MCF's net fund IRR was 6.4% and therefore no provision for carried interest has been made against the valuation of MCF. No carried interest payments were made during the year or since the inception of MCF.

Each of the Directors, whose names and functions are listed on page 16, of the Annual Financial Report, confirm that, to the best of their knowledge:

·      the Group Financial Statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

·      the Strategic Report as contained within the Annual Financial Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

William Maltby

Chairman

3 March 2015

The total column of this statement represents the Consolidated Statement of Comprehensive Income, prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under the guidance published by the AIC.

The Company has elected to take the exemption in Section 408 of the Act, to not present the Company's Income Statement and Statement of Comprehensive Income.

The accompanying notes form an integral part of these Financial Statements.

For the year ended 31 December 2014

The accompanying notes form an integral part of these Financial Statements.

Consolidated Balance Sheet

As at 31 December 2014

The Financial Statements were approved by the Board of Directors and authorised for issue on 3 March 2015.

The accompanying notes form an integral part of these Financial Statements.

They were signed on the Board's behalf by William Maltby, Chairman and David Shearer, Chairman of the Audit Committee.

Consolidated Cash Flow Statement

For the year ended 31 December 2014

The accompanying notes form an integral part of these Financial Statements.

Notes to the Financial Statements

1. General Information

Mithras Investment Trust plc (the "Company") is a company incorporated and domiciled in the United Kingdom. The Consolidated Financial Statements of the Group for the year ended 31 December 2014 comprise the Company and its subsidiaries, Mithras Investments Limited ("MIL"), Mithras Capital Holdings Limited ("MCH"), Mithras Capital Partners LLP ("MCP"), Mithras Capital Partners GP Limited ("MCGP") and Mithras Capital Scottish GP LLP ("MCSGP"), together referred to as the "Group". The nature of the Group's operations and its principal activities are set out in note 3 Segment Reporting and in the Strategic Report on pages 13 to 15 of the Annual Financial Report. The Group's organisational structure is disclosed in note 17 on pages 60 and 61 of the Annual Financial Report.

2. Summary of Significant Accounting Policies

The principal accounting policies adopted in preparing these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of Preparation

The Consolidated Financial Statements of the Group and the Company have been prepared in accordance with IFRS as adopted by the EU, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Companies Act 2006 (the "Act") applicable to companies reporting under IFRS, and have been prepared on a going concern basis.

The Consolidated Financial Statements have been prepared on the historic cost basis, except for the revaluation of financial assets at fair value through profit or loss. Investments are held at fair value with unrealised gains and losses on investments and impairment of investments recognised in the Consolidated Statement of Comprehensive Income and allocated to capital. Gains and losses on investments sold are calculated as the difference between sale proceeds and cost and allocated to capital. All other assets and liabilities are held at carrying amounts, which approximate to their fair values unless otherwise stated.

In determining the analysis of total income and expenses as between capital return and revenue return, the Directors have followed the guidance contained in the Statement of Recommended Practice (the "SORP") for investment trusts issued by the AIC as revised in 2009, to the extent that this is not inconsistent with the requirements of IFRS.

To reflect the activities of an investment trust company, supplementary information which analyses the Consolidated Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Consolidated Statement of Comprehensive Income. In accordance with the Company's status as a UK investment company under Section 833 of the Act, net capital returns may not be distributed by way of dividend.

2.2 Significant Accounting Policies

(a) New Standards, Amendments or Interpretations to Existing Standards relevant to the Group's Operations

At the date of approval of these Financial Statements, the IASB and the IFRIC have issued the following standards, amendments and interpretations to be applied to Financial Statements with periods commencing on or after the following dates:

• IFRS 12 Disclosures of interests in other entities includes the disclosure requirements for all forms of interests in other entities including joint arrangements, associates, structured entities and other off balance sheet vehicles (effective for annual periods beginning on or after 1 January 2014) amendment to current standard.

• IFRS 10 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014, subject to EU endorsement) amendment to current standard.

This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the Consolidated Financial Statements. The standard provides additional guidance to assist in determining control where this is difficult to assess.

• IFRS 9 Financial Instruments: Classification and measurement (effective for annual periods beginning on or after 1 January 2018, subject to EU endorsement).

This standard will replace IAS 39 and clarifies and simplifies the classification and measurement of financial instruments.

None of the standards, amendments and interpretations are expected to have a significant effect on the Consolidated Financial Statements of the Group. Standards, amendments and interpretations to existing standards that are not yet effective have not been early adopted.

(b) Basis of Consolidation

The Consolidated Financial Statements incorporate the results, assets and liabilities, and cash flows of the Company and its subsidiaries, MIL, MCH, MCP, MCGP and MCSGP.

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

In the Financial Statements of the Company, investments in subsidiaries are recognised at fair value.

(c) Key Accounting Estimates and Assumptions

The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The valuation of unquoted investments is the area where a higher degree of judgement or complexity arises or where assumptions and estimates are significant to the Consolidated Financial Statements.

The estimates and associated assumptions are based on historical experience and other factors including cost, other comparable transactions, earning multiples, discounts, market conditions, operating results and other qualitative and quantitative factors. A number of these factors also include forecast information and therefore are subject to judgements made by various parties. Because of the inherent uncertainty of valuations as well as the discounts applied, the estimated fair values of investments in privately held companies may differ significantly from the values that would have been used had a ready market for the securities existed. The valuations of publicly traded securities held by these funds are also affected by discounts, estimated for any legal or contractual restrictions on sale.

The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant techniques for estimation are described in the accounting policies overleaf and in note 2.2 (h) Investments.

(d) Non-controlling Interests

The interest of the non-controlling member is stated as the non-controlling member's proportion of the fair values of the assets and liabilities recognised. Subsequently, the Non-controlling Interests represents the proportion of profit or loss for the year and net assets not held by the Group and are presented separately in the Consolidated Statement of Comprehensive Income and within Total Equity in the Consolidated Balance Sheet, separately from shareholders' equity.

(e) Foreign Currency Translation/Transactions

The Company's functional and presentation currency is Sterling since that is the currency of the primary economic environment in which the Company operates.

Transactions in currencies other than Sterling are translated at the rates of exchange prevailing on the dates of the transactions. At each Balance Sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing.

Gains and losses arising on translation are included in the Consolidated Statement of Comprehensive Income and presented as revenue or capital as appropriate.

(f) Recognition of Income

Investment income includes dividends and interest on investments, while interest income on cash and cash equivalents is shown as a component of other income in the revenue return column of the Consolidated Statement of Comprehensive Income.

Income from limited partnership funds is recognised when the income is distributed and received. The limited partnership funds allocate income once a year, after the general partners' priority profit share has been allocated in the partnerships' annual tax returns.

Investment management fee income is accrued over the period for which the service is provided. Interest income is recognised on a time proportion basis using the effective interest method.

(g) Expenses

All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Consolidated Statement of Comprehensive Income, all expenses have been presented as revenue items except as follows:

(i)   Expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment.

(ii)  Expenses are presented as capital items where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. The investment management fee has been allocated 50% to revenue and 50% to capital. Tax relief attributable to the investment management fees charged to capital is credited to the capital return. The Directors consider this apportionment to be appropriate, having regard to the quantum of investment management fee which is also an inter-company transaction eliminated on consolidation.

The Directors consider the retention arrangement to be capital in nature and this amount has been charged in full to the Capital Reserve.

(iii) Transaction costs are disclosed within the net gains and losses on investments.

(h) Investments

Purchases and sales of investments are accounted for at settlement date for unquoted investments. On initial recognition, the Group and the Company have designated all investments, including investments in the subsidiaries, as held at fair value through profit or loss, with all gains and losses reflected in the Consolidated Statement of Comprehensive Income, including foreign currency gains and losses on translation of investments at the Balance Sheet date.

The Group manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy and information about the Group is provided internally on this basis to the entity's key management personnel.

The Group invests in unquoted limited partnerships through MCF. These investments are stated at Directors' valuation with reference to IPEVC Guidelines which is in accordance with the valuations provided by the managers of those funds. Valuations of the funds are reported to the Company quarterly and are incorporated in the Company's Financial Statements when received. The valuation methodology used by these funds is that the underlying investments are valued at fair value determined in accordance with the relevant limited partnership agreements.

Investments made via MCF are valued at the manager's valuation where this is consistent with the requirement to use fair value. The Board and MCP perform a review of the valuations provided by MCP. The valuations are based on the latest available information provided by the underlying managers of the private equity funds, to which MCF is committed and these valuations may not be co-terminus with the year end of the Company. Valuations are adjusted where more up-to-date indications of fair value become available.

(i) Receivables

Other receivables are short-term in nature and are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for estimated irrecoverable amounts.

(j) Cash and Cash Equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

(k) Payables

Accrued expenses are recognised initially at fair value and subsequently stated at amortised cost using the effective interest method.

(l) Taxation

Tax recognised in the Consolidated Statement of Comprehensive Income represents the sum of current tax and deferred tax charged or credited in the year. In line with the recommendations of the SORP, the tax effect of different items of expense is allocated between revenue and capital on the same basis as the particular item to which it relates, using the marginal method.

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the Balance Sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of the CTA are not liable for taxation on capital gains.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the asset is realised or the liability settled based on tax rates that have been enacted or substantively enacted by the Balance Sheet date.

(m) Dividend Distributions

Dividend distributions to the Company's shareholders are recognised as a liability in the period in which the dividends are approved by the Company's shareholders.

(n) Share Capital and Reserves

Share capital represents the nominal value of equity shares.

The cost of tender offers of Ordinary shares including related stamp duty and transaction costs is charged to capital reserves. This charge is then dealt with in the Statement of Changes in Equity. Tender offer share repurchase transactions are accounted for on a trade date basis. The nominal value of Ordinary share capital repurchased is transferred out of called up share capital and into the capital redemption reserve.

The capital return component of total income is taken to the non-distributable capital reserves within the Statement of Changes in Equity.

3. Segment Reporting

The Group makes investments into various geographical areas and the information about the total gains and losses and income on investments and their fair value, analysed by geographical location, is presented in notes 4, 5 and 11 to the Financial Statements of the Annual Financial Report.

The chief operating decision-maker has been identified as the Board of Directors. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board has determined the operating segments based on these reports.

The Board considers the operating segments to be between the investment activities and private equity fund-of-funds management. The Board assesses the performance of the Group based upon the KPI's as stated in the Strategic Report on pages 13 and 14 of the Annual Financial Report.

Investing activities represent the Group and Company's operations and commitment to MCF. Comprehensive income for this segment is derived from gains and losses on investments, income from investments, interest income and other income. The private equity fund-of-funds management business is undertaken by MCP. Revenue for this segment is primarily derived from management services provided to MCF.

4. Net Gains on Investments

The total fair value movement estimated using a valuation methodology detailed in note 2 on page 50 of the Annual Financial Report was a decrease of £2,403,000 (2013: £3,712,000 increase).

5. Investment Income

6. Dividends

The final dividend of 1.0 pence per Ordinary share, for the year ended 31 December 2013, was paid on 23 May 2014 on 27,623,719 shares.

The following dividends are proposed by the Company and are subject to approval by shareholders at the forthcoming AGM. These proposed dividends, which form the basis of Section 1158 of the CTA, have not been included as liabilities in these Financial Statements.

7. Earnings per Ordinary Share

The calculation of the basic and diluted earnings per Ordinary share is based on the following data:

The weighted average number of Ordinary shares for the purpose of calculating the basic and diluted earnings per share were 27,424,298 (2013: 33,740,738).

8. Net Assets per Ordinary Share

The basic total net assets per Ordinary share is based on the net assets attributable to owners shown in the Consolidated Balance Sheet at 31 December 2014 and on 23,342,043 (2013: 27,623,719) Ordinary shares, being the number of Ordinary shares in issue at 31 December 2014.

There is no dilution effect and therefore no difference between the diluted total net assets per Ordinary share and the basic total net assets per Ordinary share stated on page 43 of the Annual Financial Report.

9. Annual Financial Report

This Annual Financial Report announcement does not constitute statutory accounts for the year ended 31 December 2014 as defined in Section 434 of the Act.

Statutory accounts for the year ended 31 December 2013 have been delivered to the Registrar of Companies.  The statutory accounts for the year ended 31 December 2013 and the year ended 31 December 2014 both received an audit report which was unqualified and did not include reference to any matters to which the Auditors drew attention by way of emphasis without qualifying the report and did not include statements under Section 498 of the Act.  The statutory accounts for the year ended 31 December 2014 have not yet been delivered to the Registrar of Companies and will be delivered following the AGM.

The Company's Annual Financial Report for the year ended 31 December 2014 will be posted to shareholders in March 2015. Copies of the Annual Financial Report will be available from the Registered Office of the Company at 55 Moorgate, London EC2R 6PA and on the website,www.mithrasinvestmenttrust.com, which is a website maintained by the Company's Investment Manager.  The Company's AGM will be held at 12 noon on Tuesday, 28 April 2015 at the offices of BNP Paribas Fortis, 5 Aldermanbury Square, London, EC2V 7BP. A copy of the Annual Financial Report for the year ended 31 December 2014 will be submitted to the National Storage Mechanism of the UK Listing Authority and will shortly be available for inspection at:www.Hemscott.com/nsm.do.

For further information, please contact:

Susan Gledhill

For and on behalf of

BNP Paribas Secretarial Services Limited

Tel: 020 7410 5971

3 MARCH 2015