TIDMSIGC
RNS Number : 3430L
Sherborne Investors (Guernsey)C Ltd
05 September 2023
SHERBORNE INVESTORS (GUERNSEY) C LIMITED
Interim Report and Unaudited Condensed Consolidated Financial
Statements
For the period from 1 January 2023 to 30 June 2023
Company Summary
The Company Sherborne Investors (Guernsey) C Limited (the
"Company") is a Guernsey domiciled limited
company and its shares are admitted to trading
on the London Stock Exchange's Specialist Fund
Segment ("SFS"). The Company was incorporated
on 25 May 2017. The Company commenced dealings
on the SFS on 12 July 2017.
Investment Objective To realise capital growth from investment in
a target company identified by the Investment
Manager, with the aim of generating a significant
capital return for Shareholders.
Investment Policy To invest in a company which is publicly quoted
which it considers to be undervalued as a result
of operational deficiencies and which it believes
can be rectified by the Investment Manager's
active involvement, thereby increasing the
value of the investment. The Company will only
invest in one target company at a time.
Investment Manager Sherborne Investors Management LP provides
investment management services to SIGC LLC.
See Note 9 for details of changes in the period.
Chairman's Statement
For the period ended 30 June 2023
Dear Shareholder,
I am pleased to present the Interim Report of Sherborne
Investors (Guernsey) C Limited (the "Company") for the period 1
January 2023 to 30 June 2023.
As at 30 June 2023, the net asset value ("NAV") attributable to
shareholders of the Company was GBP570.6 million (30 June 2022:
GBP464.1 million and 31 December 2022: GBP529.3 million) or 81.5
pence per share (30 June 2022: 66.3 pence per share and 31 December
2022: 75.6 pence per share) (see Note 8).
The Company co--invests in Navient Corporation ("Navient") with
other investors through Newbury Investors LLC ("Newbury") which is
managed by Sherborne Investors Management LP ("Sherborne
Investors"). Newbury currently owns 24% of Navient's outstanding
shares, making it the largest shareholder in Navient. Newbury has
separately disclosed a 20.7% interest in the outstanding shares of
the Company. The Company is pursuing its investment strategy
through its indirect shareholding in Navient.
On 15 May 2023, it was announced that Navient's Chief Executive
Officer had been terminated and that a member of the board had been
appointed Chief Executive Officer. Sherborne Investors has advised
the Board that they intend to work with the new Chief Executive
Officer to achieve their investment objectives at Navient.
On 18 May 2023, it was announced by the Company that, it has
been advised by the Investment Manager, that following the
distribution to the Company of any proceeds from the Company's
indirect investment in Navient, the Investment Manager does not
intend to seek to recall any funds for further investment. To
effectuate this, on 24 May 2023, SIGC, LP (Incorporated) (the
"Investment Partnership") assigned to the Company the Investment
Partnership's interest in SIGC LLC, as the constitutional documents
of SIGC LLC do not permit the recall of distributed capital for
reinvestment. As a result of the assignment, the Investment
Partnership was dissolved by operation of its limited partnership
agreement. For further details see Note 1 and Note 9 of the
Condensed Consolidated Financial Statements.
For further information on Navient, including their strategy and
performance, please refer to their publicly available financial
statements and presentations available at www.sec.gov or Navient's
website at www.navient.com .
I am pleased to announce that the Company is declaring a 0.5
pence per share dividend to be paid on 6 October 2023 to
shareholders of record on 15 September 2023. The present intention
is to pay a further 0.5 pence per share to shareholders following
the full year results.
On 23 May 2023, the Company announced that all resolutions
proposed at the 2023 AGM were passed with the necessary majority.
One shareholder however voted against Mr Ash's re-election due to
an internal policy regarding board attendance. The Board attempted
to engage with the shareholder prior to the AGM without success,
and has continued to attempt to engage with the shareholder
subsequently.
The principal risks and uncertainties of the Company are in
relation to performance risk, market risk, relationship risk and
operational risk. These are unchanged from 31 December 2022, and
further details may be found in the Directors' Report within the
Annual Report and Audited Consolidated Financial Statements of the
Company for the year ended 31 December 2022. The Directors will
continue to assess the principal risks and uncertainties relating
to the Company for the remaining six months of the year but expect
these to remain unchanged.
Details of related party transactions during the period are
included in Note 9 of the Condensed Consolidated Financial
Statements.
We are grateful for your continued support and will keep you
informed of the status of our investment as it develops.
Responsibility statement
We confirm that to the best of our knowledge:
-- The condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting' as adopted
in the European Union;
-- The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and their impact on the condensed
financial statements and description of principal risks and
uncertainties for the remaining six months of the year);
-- The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein); and
-- The condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the issuer, or the
undertakings included in the consolidation as a whole as required
by DTR 4.2.4R.
Going Concern
The Condensed Consolidated Financial Statements have been
prepared on the going concern basis. The net current asset position
as at 30 June 2023 is GBP1.6 million. The Directors have considered
the impact to the Company, as well as to Navient Corporation's
("Navient") and the Company's stock prices, of the current economic
environment, including the current interest rates and inflationary
environment, and have concluded that there is no impact on the
going concern. At 30 June 2023 the Company had a NAV of GBP570.6
million. The Company, via its investment in SIGC LLC and other
funds (the "Funds"), has sufficient liquid assets to meet expected
costs. The Investment Manager, has the full intent and ability to
provide the Company with funds as and if required. Therefore, after
making enquiries and based on the sufficient cash reserves as at 30
June 2023, the Directors are of the opinion that the Company has
adequate resources to continue its operational activities for the
foreseeable future. The Board is therefore of the opinion that the
going concern basis should be adopted in the preparation of the
Condensed Consolidated Financial Statements.
Independent Auditor's Review Report to the Members of Sherborne
Investors (Guernsey) C Limited
We have been engaged by the Company to review the condensed
consolidated set of financial statements in the half-yearly
financial report for the six months ended 30 June 2023 which
comprises the condensed consolidated statement of comprehensive
income, condensed consolidated statement of financial position,
condensed consolidated statement of changes in equity, condensed
consolidated statement of cash flows and related notes 1 to 12.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed consolidated set of
financial statements in the half-yearly financial report for the
six months ended 30 June 2023 is not prepared, in all material
respects, in accordance with International Accounting Standard 34
as adopted in the European Union and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council for use in the
United Kingdom (ISRE (UK) 2410). A review of interim financial
information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the
company are prepared in accordance with international accounting
standards. The condensed set of financial statements included in
this half-yearly financial report has been prepared in accordance
with International Accounting Standard 34 as adopted by the
European Union, "Interim Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
Conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410; however future events or conditions
may cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the half-yearly financial report, the directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly financial report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statement in the half-yearly financial
report. Our Conclusion, including our Conclusion Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with
ISRE (UK) 2410. Our work has been undertaken so that we might state
to the company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our review work, for this
report, or for the conclusions we have formed.
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
For the period from 1 January 2023 to 30 June 2023
1 January 2023 1 January 2022 1 January
to to 2022 to
30 June 2023 30 June 2022 31 December
20 22
(unaudited) (unaudited) (audited)
Notes GBP GBP GBP GBP GBP GBP
-------------------- ------ ------- ------------------ -------- ---------------- ------- -------------------
Income 1(e)
Unrealised
gain/(loss)
on financial
assets
at fair value
through 1(d),
profit or loss 5 47,380,435 (114,319,958) (42,799,033)
Interest income 3,237 - 853
-------------------- ------ ------- ------------------ -------- ---------------- ------- -------------------
Total income/(loss) 47,383,672 (114,319,958) (42,798,180)
-------------------- ------ ------- ------------------ -------- ---------------- ------- -------------------
Expenses 1(f)
Management fees 9 2,087,689 2,119,512 4,329,768
Professional fees 2 252,614 181,140 342,753
2,
Directors' fees 9 105,791 80,000 160,000
Administrative fees 73,206 70,539 141,574
Other fees 2,265 13,167 210,045
Foreign exchange
gain 81,405 (452,033) (428,695)
Total operating
expenses 2,602,970 2,012,325 4,755,445
-------------------- ------ ------- ------------------- ------- ---------------- ------- -------------------
Comprehensive
income/(loss) 44,780,702 (116,332,283) (47,553,625)
-------------------- ------ ------- ------------------- ------- ---------------- ------- -------------------
Comprehensive
income/(loss)
attributable to:
Equity Shareholders 44,771,098 (116,309,767) (47,546,039)
Non-controlling
interest (NCI) 1(b) 9,604 (22,516) (7,586)
-------------------- ------ ------- ------------------- ------- ---------------- ------- -------------------
Weighted average
number of shares
outstanding 4 700,000,000 700,000,000 700,000,000
Basic and diluted
(deficit)/earnings
per share
attributable
to shareholders
(excluding NCI) 4 6.40p (16.62)p (6.79)p
-------------------- ------ ------- ------------------- ------- ---------------- ------- -------------------
All revenue and expenses are derived from
continuing operations.
Although not required by IAS 34 - 'Interim Financial Reporting',
the comparative figures for the preceding year and the related
notes have been included on a voluntary basis.
The accompanying notes form an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Financial Position
(Unaudited)
As at 30 June 20 23
30 June 2023 30 June 20 22 31 December 2022
(unaudited) (unaudited) (audited)
Notes GBP GBP GBP GBP GBP GBP
-------------------- ------ ---- ------------ ---- ------------ ----- ------------
Non-Current Assets
Financial assets
at fair value
through profit 1(d),
or loss 5 569,043,450 458,563,506 524,662,582
-------------------- ------ ---- ------------ ---- ------------ ----- ------------
569,043,450 458,563,506 524,662,582
-------------------- ------ ---- ------------ ---- ------------ ----- ------------
Current Assets
Cash and cash
equivalents 1(h) 1,665,200 5,675,805 4,974,113
Prepaid expenses 50,934 46,864 29,831
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
1,716,314 5,722,669 5,003,944
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Current
Liabilities
Trade and other 1(i),
payables 6 149,329 124,953 227,346
149,329 124,953 227,346
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Net Current
Assets 1,566,805 5,597,716 4,776,598
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Net Assets 570,610,255 464,161,222 529,439,180
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Capital and
Reserves
Called up share
capital and
share
premium 7 688,939,403 688,939,403 688,939,403
Retained reserves (118,329,148) (224,874,682) (159,610,954)
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Equity
attributable
to the Company 570,610,255 464,064,721 529,328,449
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Non-controlling
interest (NCI) 1(b) - 96,501 110,731
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
Total Equity 570,610,255 464,161,222 529,439,180
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
NAV Per Share
(excluding NCI) 8 81.52p 66.29p 75.62p
------------------ ------ ---------- -------------- ---------- -------------- ---------- --------------
The Condensed Consolidated Financial Statements were approved by
the Board of Directors for issue on 25 August 2023.
Although not required by IAS 34 - 'Interim Financial Reporting',
the comparative figures for the preceding year and the related
notes have been included on a voluntary basis.
The accompanying notes form an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
(Unaudited)
For the period from 1 January 20 23 to 30 June 2023
Share
Capital Non-
and Share Retained Controlling Total
Premium Reserves Interest Equity
Notes GBP GBP GBP GBP
-------------------------- ------ ------------ -------------- ------------- ----------------
Balance at 1 January
2023 (audited) 688,939,403 (159,610,954) 110,731 529,439,180
-------------------------- ------ ------------ -------------- ------------- ----------------
Comprehensive income - 44,771,098 9,604 44,780,702
Distributions - (3,500,000) (103,982) (3,603,982)
Non-Controlling Interest
transfer - 10,708 (16,353) (5,645)
Balance at 30 June 2023
(unaudited) 688,939,403 (118,329,148) - 570,610,255
-------------------------- ------ ------------ -------------- ------------- ----------------
Share
Capital Non-
and Share Retained Controlling Total
Premium Reserves Interest Equity
GBP GBP GBP GBP
-------------------------- ------ ------------ -------------- ------------- ----------------
Balance at 1 January
2022 (audited) 688,939,403 (112,276,754) 3,830,856 580,493,505
-------------------------- ------ ------------ -------------- ------------- ----------------
Comprehensive loss - (116,309,767) (22,516) (116,332,283)
Incentive allocation 9 - 3,711,839 (3,711,839) -
Balance at 30 June 2022
(unaudited) 688,939,403 (224,874,682) 96,501 464,161,222
Share
Capital Non-
and Share Retained Controlling Total
Premium Reserves Interest Equity
GBP GBP GBP GBP
-------------------------- ------ ------------ -------------- ------------- --------------
Balance at 1 January
2022 (audited) 688,939,403 (112,276,754) 3,830,856 580,493,505
-------------------------- ------ ------------ -------------- ------------- --------------
Comprehensive loss - (47,546,039) (7,586) (47,553,625)
Incentive allocation 9 - 3,711,839 (3,711,839) -
Distributions - (3,500,000) (700) (3,500,700)
Balance at 31 December
2022 (audited) 688,939,403 (159,610,954) 110,731 529,439,180
-------------------------- ------ ------------ -------------- ------------- --------------
Although not required by IAS 34 - 'Interim Financial Reporting',
the comparative figures for the preceding year and the related
notes have been included on a voluntary basis.
The accompanying notes form an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Cash Flows (Unaudited)
For the period from 1 January 2023 to 30 June 2023
1 January 1 January
20 22 2022 to
1 January to 30 June 31 December
2023 to 20 22 20 22
30 June
2023
(unaudited) (unaudited) (audited)
Notes GBP GBP GBP
---------------------------------- -------- -------------- --------------- ---------------
Net cash flow used in operating
activities See below (2,702,090) (2,045,297) (4,668,991)
-------------------------------------------- -------------- --------------- ---------------
Investing activities
Contribution to investments 5 (633,786) - -
Distributions from investments 5 3,633,353 2,694,436 8,116,285
Non-Controlling Interest
transfer (5,645) - -
Interest income 3,237 - 853
Net cash flow from investing
activities 2,997,159 2,694,436 8,117,138
-------------------------------------------- -------------- --------------- ---------------
Financing activities
Distributions to non-controlling
interest 11 (103,982) - (700)
Distributions to shareholders 11 (3,500,000) - (3,500,000)
Net cash flow used in financing
activities (3,603,982) - (3,500,700)
-------------------------------------------- -------------- --------------- ---------------
Net movement in cash and cash
equivalents (3,308,913) 649,139 (52,553)
Opening cash and cash equivalents 4,974,113 5,026,666 5,026,666
-------------------------------------------- -------------- --------------- ---------------
Closing cash and cash equivalents 1,665,200 5,675,805 4,974,113
-------------------------------------------- -------------- --------------- ---------------
Net cash flow used in operating
activities
----------------------------------- ------------- -------------- -------------
Comprehensive income/(loss) 44,780,702 (116,332,283) (47,553,625)
Unrealised (gain)/loss on
financial assets at fair
value through profit or loss 5 (47,380,435) 114,319,958 42,799,033
Movement in prepaid expenses (21,103) (29,275) (12,242)
Movement in trade and other
payables 6 (78,017) (3,697) 98,696
Interest income (3,237) - (853)
------------------------------- ------------- -------------- -------------
Net cash flow used in operating
activities (2,702,090) (2,045,297) (4,668,991)
----------------------------------- ------------- -------------- -------------
Although not required by IAS 34 - 'Interim Financial Reporting',
the comparative figures for the preceding year and the related
notes have been included on a voluntary basis.
The accompanying notes form an integral part of these Condensed
Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the period from 1 January 2023 to 30 June 2023
1. Summary of significant accounting policies
Reporting entity
Sherborne Investors (Guernsey) C Limited (the "Company") is a
closed-ended investment company with limited liability formed under
the Companies (Guernsey) Law, 2008 (as amended). The Company was
incorporated and registered in Guernsey on 25 May 2017. The Company
commenced dealings on the London Stock Exchange's Specialist Fund
Segment on 12 July 2017. The Company's registered office is 1 Royal
Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1
2HL. During the period SIGC Midco Limited, a former wholly-owned
subsidiary of the Company, was dissolved and liquidated. Also
during the period, the investment manager of SIGC, LP
(Incorporated) (the "Investment Partnership"), a subsidiary of the
Company, advised the Company that following the distribution to the
Company of any proceeds from the Company's indirect investment in
Navient Corp., it does not intend to seek to recall any funds for
further investment. To effectuate this, the Investment
Partnership's investment manager assigned to the Company the
Investment Partnership's interest in SIGC LLC, as the
constitutional documents of SIGC LLC do not permit the recall of
distributed capital for reinvestment. As a result of the
assignment, the Investment Partnership was dissolved by operation
of its limited partnership agreement. The liquidation of the
Investment Partnership's remaining residual net assets is being
finalised and as such the Investment Partnership's results for the
period are included in these Condensed Consolidated Financial
Statements. The "Group" is defined as the Company and its
subsidiaries, SIGC, LP (Incorporated) and SIGC Midco Limited (up
until its liquidation). Both subsidiaries were
established/incorporated in Guernsey.
Basis of preparation
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards
("IFRSs") as adopted in the European Union. The financial
information for the year ended 31 December 2022, as included in
this Interim Report, is derived from the financial statements
delivered to the Listing Authority and does not constitute
statutory accounts as defined by the Companies (Guernsey) Law, 2008
(as amended). The Auditor reported in the statutory financial
statements for the year ended 31 December 2022: their report was
unqualified; did not draw attention to going concern by way of
emphasis; and did not contain a statement under Section 263(2) or
263(3) of the Companies (Guernsey) Law, 2008 (as amended).
The Condensed Consolidated Financial Statements of the Group
have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting' ("IAS 34") as adopted in
the European Union, together with applicable legal and regulatory
requirements of Guernsey Law. The Directors of the Company have
taken the exemption in Section 244 of the Companies (Guernsey) Law,
2008 (as amended) and have therefore elected to only prepare
Condensed Financial Statements for the period.
These Condensed Consolidated Financial Statements have been
prepared on the historical cost basis, as modified by the
measurement at fair value of investments. The accounting policies
adopted are consistent with those of the previous financial year
and corresponding interim period.
Going concern
The Condensed Consolidated Financial Statements have been
prepared on the going concern basis. The net current asset position
as at 30 June 2023 is GBP1.6 million. The Directors have considered
the impact to the Company, as well as to Navient Corporations's
("Navient") and the Company's stock prices, of the current economic
environment, including the current interest rates and inflationary
environment, and have concluded that there is no impact on the
going concern. At 30 June 2023 the Company had a NAV of GBP570.6
million. The Company, via its investment in SIGC LLC and other
funds (the "Funds"), has sufficient liquid assets to meet expected
costs. The Investment Manager of the Funds has the full intent and
ability to provide the Company with funds as and if required. After
making enquiries of Sherborne Investors Management LP, the
investment manager of SIGC LLC (the "Investment Manager") and Apex
Fund and Corporate Services (Guernsey) Limited (the
"Administrator") and based on the sufficient cash reserves as at 30
June 2023, the Directors have a reasonable expectation that the
Company has adequate resources to continue its operational
activities for the foreseeable future. Accordingly, they continue
to adopt a going concern basis in preparing these Condensed
Consolidated Financial Statements.
Critical accounting judgments and key sources of estimation
uncertainty
The preparation of the Group's Condensed Consolidated Financial
Statements requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities and
contingencies at the date of the Group's Condensed Consolidated
Financial Statements and revenue and expenses during the reported
period. Actual results could differ from those estimated.
i) Critical accounting judgement: Incentive allocation
As more fully described in Note 9, until 24 May 2023 when the
Investment Partnership was dissolved, the Special Limited Partner
was entitled to receive an incentive allocation once aggregate
distributions to partners of the Investment Partnership exceed a
certain level. The basis of the incentive calculation differs
depending on how the investment in the Selected Target Company
("STC") is ultimately characterised (i.e. as a Turnaround or Stake
Building Investment). The incentive allocation has been computed on
a Stake Building Investment basis, as it does not meet the criteria
of a Turnaround investment.
ii) Critical accounting judgement: Consolidation of entities
As described further in Note 5, as of 30 June 2023 the Group
holds a non-controlling interest in SIGC LLC (formerly known as
Whistle Investors III LLC). Whilst the Group holds a majority
interest in SIGC LLC and holds access to the rewards and benefits,
it does not exercise control over the day to day operations nor
does it have the ability to remove the controlling party. As such,
SIGC LLC is not considered a subsidiary and is not consolidated but
held at fair value through profit or loss.
iii) Source of estimation uncertainty: Financial assets at fair
value through profit or loss
The Group's investments are measured at fair value for financial
reporting purposes. The fair value of financial assets are based on
the net asset value ("NAV") of the investment. The main
contribution to their NAV is the quoted closing price of the STC
and the Company at 30 June 2023, together with cash balances.
Please see Note 5 for further details.
Adoption of new and revised standards
(i) New standards adopted as at 1 January 2023:
The following standards are effective for the first time for the
financial period beginning 1 January 2023 and are relevant to the
Group and Company's operations:
-- IAS 1 (amended), 'Presentation of Financial Statements',
-- IAS 8 (amended), 'Accounting Policies, Changes in Accounting Estimates and Errors'.
The above standards have been adopted and did not have a
material impact on the financial statements.
(ii) Standards, amendments and interpretations early adopted by
the Group:
There were no standards, amendments and interpretations early
adopted by the Group.
(iii) Standards, amendments and interpretations in issue but not
yet effective:
Unless stated otherwise, the Directors do not consider the
adoption of any new and revised accounting standards and
interpretations to have a material impact as the new standards or
amendment are not relevant to the operations of the Group.
a. Basis of consolidation
The Condensed Consolidated Financial Statements incorporate the
financial statements of the Company and two entities previously
controlled by the Company (its subsidiaries). Control is achieved
where the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefits
from its activities. Investments where a majority interest is held
but control is not achieved are held at fair value through profit
or loss.
Non-controlling interests in the net assets of the consolidated
subsidiaries are identified separately from the Group's equity
therein. Non-controlling interests consist of the amount of those
interests at the date of the original business combination and the
non-controlling entities' share of changes in equity since the date
of the combination. Losses applicable to the non-controlling
entities in excess of their interest in the subsidiaries equity are
allocated against their interests to the extent that this would
create a negative balance.
Where necessary, adjustments are made to the financial
statements of the subsidiary to bring the accounting policies used
into line with those used by the Group.
All intra-group transactions, balances and expenses are
eliminated on consolidation.
The Company, via SIGC Midco Limited, a 100% owned subsidiary
until its dissolution and liquidation in early 2023, owned 99.98%
of the capital interest in the Investment Partnership until its
dissolution in May 2023. Whilst the General Partner of the
Investment Partnership, a company registered in Delaware, USA, was
responsible for directing the day to day operations of the
Investment Partnership, the Company, through its majority interest
in the Investment Partnership, had the ability to approve the
proposed investment of the Investment Partnership and to remove the
general partner. The liquidation of the Investment Partnership's
remaining residual net assets is being finalised and hence, the
Company has consolidated the Investment Partnership and SIGC Midco
Limited (up until its liquidation) in its financial statements.
b. Non-controlling interest
The interest of non-controlling parties in the subsidiary is
measured at the minority's proportion of the net fair value of the
assets, liabilities and contingent liabilities recognised.
c. Functional currency
Items included in the Condensed Consolidated Financial
Statements of the Group are measured using the currency of the
primary economic environment in which the entity operates. The
Condensed Consolidated Financial Statements are presented in Pound
Sterling ("GBP"), which is the Group's functional and
presentational currency. Transactions in currencies other than GBP
are translated at the rate of exchange ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies at the date of the Condensed Consolidated Statement of
Financial Position are retranslated into GBP at the rate of
exchange ruling at that date. Exchange differences are reported in
the Condensed Consolidated Statement of Comprehensive Income.
d. Financial assets at fair value through profit or loss
Investments, including equity investments in associates, are
designated as fair value through profit or loss in accordance with
IFRS 9 'Financial instruments', as the Group's business model is to
invest in financial assets with a view to profiting from their
total return in the form of interest and changes in fair value.
Under International Accounting Standard 28 'Investments in
Associates', the fund can hold its investments at fair value
through profit or loss rather than as an associate as the
Investment Partnership is a closed-ended fund.
Investments in voting shares and derivative contracts are
initially recognised at cost and are subsequently re-measured at
fair value, as determined by the Directors. Unrealised gains or
losses arising from the revaluation of investments in voting shares
and derivative contracts are taken directly to the Condensed
Consolidated Statement of Comprehensive Income.
The Group's investments are measured at fair value for financial
reporting purposes as described earlier in Note 1 under critical
accounting judgements and key sources of estimation
uncertainty.
In determining fair value in accordance with IFRS 13 'Fair Value
Measurement' ("IFRS 13"), investments measured and reported at fair
value are classified and disclosed in one of the following
categories within the fair value hierarchy:
Level I - An unadjusted quoted price for identical assets and
liabilities in an active market provides the most reliable evidence
of fair value and is used to measure fair value whenever available.
As required by IFRS 13, the Group will not adjust the quoted price
for these investments, even in situations where it holds a large
position and a sale could reasonably impact the quoted price.
Level II - Inputs are other than unadjusted quoted prices in
active markets, which are either directly or indirectly observable
as of the reporting date, and fair value is determined through the
use of models or other valuation methodologies.
Level III - Inputs are unobservable for the investment and
include situations where there is little, if any, market activity
for the investment. The inputs into the determination of fair value
require significant management judgement or estimation.
The Group's investments are summarised by Level in Note 5. On
disposal of shares, cost of investments are allocated on a first
in, first out basis.
e. Revenue recognition
Investment income and interest receivable from short-term
deposits and Treasury gilts are recognised on an accruals basis.
Where receipt of investment income is not likely until the maturity
or realisation of an investment then the investment income is
accounted for as an increase in the fair value of the
investment.
f. Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged through the Condensed Consolidated Statement of
Comprehensive Income in the period in which they occur.
g. Prepaid expenses and trade receivables
Trade and other receivables are initially recognised at fair
value and subsequently, where necessary, re-measured at amortised
cost using the effective interest method. A provision for
impairment of trade receivables is established when there is
objective evidence the Group will not be able to collect all
amounts due according to the original terms of the receivables. The
Group only holds trade receivables with no financing component and
which have maturities of less than 12 months at amortised cost and
has therefore applied the simplified approach to expected credit
loss.
h. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, call and
current balances with banks and similar institutions, which are
readily convertible to known amounts of cash and which are subject
to insignificant risk of changes in value. This definition is also
used for the Condensed Consolidated Statement of Cash Flows. The
carrying amount of these assets approximate their fair value,
unless otherwise stated.
i. Trade and other payables
Trade and other payables are initially recognised at fair value
and subsequently, where necessary, re-measured at amortised cost
using the effective interest method.
j. Financial instruments
Financial assets and liabilities are recognised in the Group's
Condensed Consolidated Statement of Financial Position when the
Group becomes a party to the contractual provisions of the
instrument.
k. Segmental reporting
As the Group invests in one investee company, there is no
segregation between industry, currency or geographical location and
therefore no further disclosures are required in conjunction with
IFRS 8 'Operating Segments'.
l. Incentive allocation
Until 24 May 2023 when the Investment Partnership was dissolved,
the incentive allocation was accounted for on an accruals basis
(see also Note 9). The incentive allocation was payable to the
non-controlling interest and would therefore be recognised in the
Condensed Consolidated Statement of Changes in Equity rather than
recognised as an expense in the Condensed Consolidated Statement of
Comprehensive Income.
2. Comprehensive income/(loss)
The comprehensive income/(loss) has been arrived at after
charging:
1 January 1 January 1 January
2023 to 30 2022 to 30 2022 to 31
June 20 23 June 20 22 December 2022
GBP GBP GBP
-------------------------- ------------ ------------ ---------------
Directors' fees 105,791 80,000 160,000
Auditor's remuneration -
Audit 47,000 19,806 47,000
Auditor's remuneration -
Interim review 28,000 24,150 28,000
3. Tax on ordinary activities
The Company has been granted exemption from income tax in
Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of
Guernsey) Ordinance 1989 and is liable to pay an annual fee
(currently GBP1,200) under the provisions of the Ordinance. As such
it will not be liable to income tax in Guernsey other than on
Guernsey source income (excluding deposit interest on funds
deposited with a Guernsey bank). No withholding tax is applicable
to distributions to Shareholders by the Company.
The Investment Partnership was not itself subject to taxation in
Guernsey. No withholding tax is applicable to distributions to
partners of the Investment Partnership.
Income which is wholly derived from the business operations
conducted on behalf of the Investment Partnership with, and
investments made in, persons or companies who are not resident in
Guernsey will not be regarded as Guernsey source income. Such
income will not therefore be liable to Guernsey tax in the hands of
non-Guernsey resident limited partners.
4. Earnings per share
The calculation of basic and diluted earnings per share is based
on the return on ordinary activities less total comprehensive
income attributable to the non-controlling interest and on there
being 700,000,000 weighted average number of shares in issue during
the period (30 June 2022: 700,000,000 and 31 December 2022:
700,000,000). The earnings per share attributable to shareholders
for the period ended 30 June 2023 amounted to 6.40 pence per share
(period ended 30 June 2022: a deficit of 16.62 pence per share and
year ended 31 December 2022: a deficit of 6.79 pence per
share).
Date Shares Days in Weighted Average
issue Shares
30 June 2023 700,000,000 181 700,000,000
31 December
2022 700,000,000 365 700,000,000
5. Financial assets at fair value through profit or loss
As at 30 As at 31 December
As at 30 June 2022
June 2023 2022
GBP GBP GBP
------------------------------------- ------------ -------------- ------------------
Opening fair value 524,662,582 575,577,900 575,577,900
Contribution to investments 633,786 - -
Distributions from investments (3,633,353) (2,694,436) (8,116,285)
Unrealised gain/(loss) on financial
assets at fair value through
profit or loss 47,380,435 (114,319,958) (42,799,033)
Closing fair value 569,043,450 458,563,506 524,662,582
------------------------------------- ------------ -------------- ------------------
The following tables summarise by level within the fair value
hierarchy the Group's financial assets and liabilities at fair
value as follows:
Level Level II Level Total
I III
30 June 2023 GBP GBP GBP GBP
-------------------------------- ------- ---------- ------------ ------------
Financial assets at fair value
through profit and loss - - 569,043,450 569,043,450
Level Level II Level Total
I III
30 June 2022 GBP GBP GBP GBP
-------------------------------- ------- ---------- ------------ ------------
Financial assets at fair value
through profit and loss - - 458,563,506 458,563,506
Level Level II Level Total
I III
31 December 2022 GBP GBP GBP GBP
-------------------------------- ------- ---------- ------------ ------------
Financial assets at fair value
through profit and loss - - 524,662,582 524,662,582
As at 30 June 2023, the Group's investment consists solely of a
non-controlling interest in SIGC LLC (formerly Whistle Investors
III LLC) which was organised to invest in the STC. With SIGC LLC's
balance sheet being measured at fair value, the NAV of SIGC LLC
provides the best estimate of fair value for the Company's
investment in SIGC LLC. SIGC LLC's investment, via an intermediary,
consisted of its non-controlling interest in Newbury Investors LLC
("Newbury"). Newbury's investment in the STC consisted of both
common stock of Navient and of the Company. The Investment Manager
continually evaluates the optimal allocation of Newbury's ownership
of shares in Navient versus those of the Company. The Investment
Manager may from time to time buy or sell shares in Navient and the
Company to adjust the allocation. Some of the factors in the
allocation decision include the relative liquidity of the shares of
Navient and the Company, the discount to net asset value at which
the Company's shares trade and various tactical considerations, and
general market conditions. Furthermore, the level III investments
disclosed in the financial statements are solely comprised of the
Company's non-controlling interest in SIGC LLC. The value of those
investments equated to the Company's maximum exposure to loss from
SIGC LLC and Newbury.
A reconciliation of fair value measurements in Level III is set
out in the following table:
As at 30 As at 30 June As at 31 December
June 2023 2022 2022
GBP GBP GBP
-------------------------------- ------------ -------------- ------------------
Opening fair value 524,662,582 575,577,900 575,577,900
Contribution to investments 633,786 - -
Distributions from investments (3,633,353) (2,694,436) (8,116,285)
Unrealised gain/(loss)
on financial assets at
fair value through profit
or loss 47,380,435 (114,319,958) (42,799,033)
-------------------------------- ------------ -------------- ------------------
Closing fair value 569,043,450 458,563,506 524,662,582
-------------------------------- ------------ -------------- ------------------
Capital contributions made during the period ended 30 June 2023
were made based on excess cash held at the Investment Partnership
prior to its dissolution. Capital distributions made during the
period ended 30 June 2023 were made to fund the Company's dividend
payment.
Capital distributions made during the year ended 31 December
2022 were made to return excess funds drawn including the funding
of the Company's dividend payment.
The key unobservable inputs in the valuation of the Level III
investment is the value of SIGC LLC's indirect non-controlling
interests in the underlying intermediaries which is impacted by the
share price of Navient and the Company.
6. Trade and other payables
As at 30 As at 30 June As at 31 December
June 2023 20 22 20 22
GBP GBP GBP
----------------------------- ----------- ---------------- --------------------
Professional fees payable 29,159 40,151 144,628
Administration fees payable 36,685 33,119 33,633
Audit fees payable 51,500 51,683 47,000
Other payables 31,985 - 2,085
----------------------------- ----------- ---------------- --------------------
Total 149,329 124,953 227,346
----------------------------- ----------- ---------------- --------------------
7. Consolidated share capital and share premium
As at 30 As at 30 June As at 31 December
June 2023 2022 2022
Authorised share capital No. No. No.
Ordinary Shares of no
par value Unlimited Unlimited Unlimited
-------------------------- ------------ -------------- ------------------
Issued and fully paid No. No. No.
Ordinary Shares of no
par value 700,000,000 700,000,000 700,000,000
-------------------------- ------------ -------------- ------------------
As at 30 As at 30 June As at 31 December
June 2023 2022 2022
Share premium account GBP GBP GBP
Share premium account
upon issue 700,000,000 700,000,000 700,000,000
Less: Costs of issue (11,060,597) (11,060,597) (11,060,597)
Closing balance 688,939,403 688,939,403 688,939,403
----------------------- ------------- -------------- ------------------
8. Net asset value per share attributable to the Company
No. of Shares Pence per Share
------------------- -------------- ----------------
30 June 2023 700,000,000 81.52
30 June 2022 700,000,000 66.29
31 December 20 22 700,000,000 75.62
9. Related party transactions
The Investment Partnership and its General Partner engaged
Sherborne Investors Management (Guernsey) LLC to serve as
Investment Manager until the Investment Partnership's dissolution
as disclosed in Note 1. The Investment Manager was entitled to
receive from the Investment Partnership a monthly management fee
equal to one-twelfth of 1% of the net asset value of the Investment
Partnership, less cash and cash equivalents and certain other
adjustments. During the period, management fees of GBP2,087,689
(period ended 30 June 2022: GBP2,119,512 and year ended 31 December
2022: GBP4,329,768) had been paid by the Investment Partnership. No
balance was outstanding at the period end (period ended 30 June
2022: GBPNil and year ended 31 December 2022: GBPNil).
The Special Limited Partner interest was held by Sherborne
Investors LP until the Investment Partnership's dissolution as
disclosed in Note 1. The Special Limited Partner was entitled to
receive an incentive allocation once aggregate distributions to
partners of the Investment Partnership, of which one was the
Company, exceeded a certain level of capital contributions to the
Investment Partnership, excluding amounts contributed attributable
to management fees.
For Turnaround investments, the incentive allocation was
computed at 10% of the distributions to all partners in excess of
110%, increasing to 20% of the distributions to all partners in
excess of 150% and increasing to 25% of the distributions to all
partners in excess of 200% of capital contributions, excluding
amounts contributed attributable to management fees. An investment
was considered a Turnaround investment when a member of the General
Partner is appointed chairman of, or accepts an executive role at,
the STC.
If, after acquiring a shareholding, the share price of the STC
rises to a level at which further investment and the effort of a
Turnaround is, in the Investment Manager's opinion, no longer
justified or otherwise no longer presents a viable Turnaround
opportunity, the Investment Partnership intends to sell (and
distribute the proceeds to the Company) or distribute in kind the
holding to the limited partners (in each case after deductions for
any costs and expenses and for the Investment Partnership's Minimum
Capital Requirements and subject to applicable law and regulation),
rather than seeking to join the Board of Directors or otherwise
engage with the STC (a "Stake Building Investment").
For Stake Building Investments, the incentive allocation was
computed at 20% of net returns on the investment of the Investment
Partnership, such amount to be payable after each partner in the
Investment Partnership has had distributed to it an amount equal to
its aggregate capital contribution to the Investment Partnership in
respect to the Stake Building Investment (excluding any capital
contributions attributable to management fees). The Special Limited
Partner may waive or defer all or any part of any incentive
allocation otherwise due.
At 30 June 2023, there is no incentive allocation payable by the
Investment Partnership. At 30 June 2022 and 31 December 2022, the
incentive allocation was calculated based on a stake building basis
and amounted to GBPnil.
The Investment Manager and managing member of SIGC LLC are
entitled pursuant to its constitutional documents, to receive a
management fee and incentive allocation, respectively, from SIGC
LLC on the same economic terms as the Investment Partnership's
Investment Manager and the Special Limited Partner.
Each of the Directors (other than the Chairman) receives a fee
payable by the Company currently at a rate of GBP35,000 per annum.
The Chairman of the Audit Committee receives GBP5,000 per annum in
addition to such fee. The Chairman receives a fee payable by the
Company currently at the rate of GBP50,000 per annum.
Individually and collectively, the Directors of the Company hold
no shares of the Company as at 30 June 20 23 (30 June 2022: Nil and
31 December 2022: Nil).
Sherborne Investors GP, LLC has granted to the Company a
non-exclusive licence to use the name "Sherborne Investors" in the
UK and the Channel Islands in the corporate name of the Company and
in connection with the conduct of the Company's business affairs.
The Company may not sub-licence or assign its rights under the
Trademark Licence Agreement. Sherborne Investors GP, LLC receives a
fee of GBP70,000 per annum for the use of the licenced name.
10. Financial risk factors
The Group's investment objective is to realise capital growth
from investment in the STC, identified by the Investment Manager,
with the aim of generating significant capital return for
Shareholders. Consistent with that objective, the Group's financial
instruments mainly comprise an investment in a STC. In addition,
the Group holds cash and cash equivalents as well as having trade
and other receivables and trade and other payables that arise
directly from its operations.
Liquidity risk
The Group's cash and cash equivalents are placed in demand
deposits with a range of financial institutions. The listed
investment in the STC could be partially redeemed relatively
quickly (within 3 months) should the Group need to meet obligations
or ongoing expenses as and when they fall due.
The following table details the liquidity analysis for financial
liabilities at the date of the Condensed Consolidated Statement of
Financial Position:
Less than
As at 30 June 2023 1 month 1 - 12 months Total
GBP GBP GBP
-------------------------- ---------- -------------- --------
Trade and other payables 4,000 145,329 149,329
-------------------------- ---------- -------------- --------
4,000 145,329 149,329
-------------------------- ---------- -------------- --------
Less than
As at 30 June 2022 1 month 1 - 12 months Total
GBP GBP GBP
-------------------------- ---------- -------------- --------
Trade and other payables 5,014 119,939 124,953
-------------------------- ---------- -------------- --------
5,014 119,939 124,953
-------------------------- ---------- -------------- --------
Less than
As at 31 December 2022 1 month 1 - 12 months Total
GBP GBP GBP
-------------------------- ---------- -------------- --------
Trade and other payables 116,928 110,418 227,346
-------------------------- ---------- -------------- --------
116,928 110,418 227,346
-------------------------- ---------- -------------- --------
Credit risk
The Group is exposed to credit risk in respect of its cash and
cash equivalents, arising from possible default of the relevant
counterparty, with a maximum exposure equal to the carrying value
of those assets. The credit risk on liquid funds is mitigated
through the Group depositing cash and cash equivalents across
several banks. The Group is exposed to credit risk in respect of
its trade receivables and other receivable balances with a maximum
exposure equal to the carrying value of those assets. The Bank of
New York Mellon currently has a stand-alone credit rating of AA-
with Standard & Poor's (31 December 2022: AA- with Standard
& Poor's), Royal Bank of Scotland International has a
stand-alone credit rating of A- with Standard & Poor's (31
December 2022: A- with Standard & Poor's) whilst Barclays Bank
PLC has a standalone credit rating of A with Standard & Poor's
(30 June 2022: A with Standard & Poor's and 31 December 2022: A
with Standard & Poor's). The Group considers these ratings to
be acceptable.
Market price risk
Market price risk arises as a result of the Group's exposure to
the future values of the share price of the STC, including the
share price of Navient and the Company. It represents the potential
loss that the Group may suffer through investing in the STC.
As at 30 June 2023, the share price of Navient and the Company
were 18.58 US dollars per share and 59.25 pence per share,
respectively, which produced the Group's NAV of GBP570.6 million.
At 30 June 2023 a 10% increase in the share price of Navient and
the Company would increase the Group's NAV by approximately GBP34.6
million. At 30 June 2023 a 10% decrease in the share price of
Navient and the Company would decrease the Group's NAV by
approximately GBP53.3 million.
Foreign exchange risk
Foreign currency risk arises as the value of future
transactions, recognised monetary assets and monetary liabilities
denominated in other currencies fluctuate due to changes in foreign
exchange rates. The Investment Manager monitors the Group's
monetary and non-monetary foreign exchange exposure on a regular
basis. The Group has limited direct foreign exchange risk exposure.
SIGC LLC's investment in the US based STC during the year exposes
SIGC LLC to foreign currency risk, however, as a Group this is
considered as part of market price risk.
Interest rate risk
The Group is subject to risks associated with changes in
interest rates in respect of interest earned on its cash and cash
equivalents. The Group seeks to mitigate this risk by monitoring
the placement of cash balances on an ongoing basis in order to
maximise the interest rates obtained.
As at 30 June
2023 Interest bearing
-----------------------------------
1 month 3 months
Less than to to Non- interest
1 month 3 months 1 year bearing Total
GBP GBP GBP GBP GBP
--------------------------- ---------- ---------- ----------- -------------- --------------
Assets
Cash and cash equivalents 1,665,200 - - - 1,665,200
Financial assets
at fair value through
profit or loss - - - 569,043,450 569,043,450
Prepaid expenses - - - 50,934 50,934
Total Assets 1,665,200 - - 569,094,384 570,759,584
--------------------------- ---------- ---------- ----------- -------------- --------------
Liabilities
Other payables - - - 149,329 149,329
--------------------------- ---------- ---------- ----------- -------------- --------------
Total Liabilities - - - 149,329 149,329
--------------------------- ---------- ---------- ----------- -------------- --------------
As at 30 June Interest bearing
2022
-------------------------------------
1 month 3 months
Less than to to Non- interest
1 month 3 months 1 year bearing Total
GBP GBP GBP GBP GBP
--------------------------- ------------ ---------- ----------- -------------- --------------
Assets
Cash and cash equivalents 5,675,805 - - - 5,675,805
Financial assets
at fair value through
profit or loss - - - 458,563,506 458,563,506
Prepaid expenses - - - 46,864 46,864
Total Assets 5,675,805 - - 458,610,370 464,286,175
--------------------------- ------------ ---------- ----------- -------------- --------------
Liabilities
Other payables - - - 124,953 124,953
--------------------------- ------------ ---------- ----------- -------------- --------------
Total Liabilities - - - 124,953 124,953
--------------------------- ------------ ---------- ----------- -------------- --------------
As at 31 December
2022 Interest bearing
-------------------------------------
1 month 3 months
Less than to to Non- interest
1 month 3 months 1 year bearing Total
GBP GBP GBP GBP GBP
--------------------------- ------------ ---------- ----------- -------------- ------------
Assets
Cash and cash equivalents 4, 974 ,113 - - - 4,974,113
Financial assets
at fair value through
profit or loss - - - 524,662,582 524,662,582
Prepaid expenses - - - 29,831 29,831
--------------------------- ------------ ---------- ----------- -------------- ------------
Total Assets 4,974,113 - - 524,692,413 529,666,526
--------------------------- ------------ ---------- ----------- -------------- ------------
Liabilities
Other payables - - - 227,346 227,346
--------------------------- ------------ ---------- ----------- -------------- ------------
Total Liabilities - - - 227,346 227,346
--------------------------- ------------ ---------- ----------- -------------- ------------
As at 30 June 2023, the total interest sensitivity gap for
interest bearing items was a surplus of GBP1,665,200 (30 June 2022:
surplus of GBP5,675,805 and 31 December 2022: surplus of
GBP4,974,113).
As at 30 June 20 23, interest rates reported by the Bank of
England were 5.0% (30 June 2022: 1.25% and 31 December 2022: 3.5%)
which would equate to net income of GBP83,269 (period ended 30 June
2022: GBP70,948 and year ended 31 December 2022: GBP174,094) per
annum if interest bearing assets remained constant. If interest
rates were to fluctuate by 100 basis points (period ended 30 June
2022: 50 basis points and year ended 31 December 2022: 200 basis
points), this would have a positive or negative effect of GBP16,654
(period ended 30 June 2022 a positive or negative effect of
GBP56,758 and year ended 31 December 2022: a positive or negative
effect of GBP49,741) on the Group's annual income.
Capital risk management
The capital structure of the Company consists of proceeds raised
from the issue of Ordinary Shares. As at 30 June 20 23, the Group
is not subject to any external capital requirement.
The Directors believe that at the date of the Condensed
Consolidated Statement of Financial Position there were no other
material risks associated with the management of the Group's
capital.
11. Distributions
Distributions of GBP103,982 were paid by the Group to
non-controlling interests during the period (period ended 30 June
2022: GBPNil and year ended 31 December 2022: GBP700).
Distributions of GBP3.5 million were paid by the Group to
shareholders (period ended 30 June 2022 and year ended 31 December
2022: GBP3.5 million).
12. Subsequent events
The Company has declared a dividend of 0.5 pence per share,
payable on 6 October 2023 to shareholders on the register at 15
September 2023.
During August 2023, SIGC LLC distributed to the company GBP3.0
million to fund the Company's upcoming dividend payment.
There were no other material subsequent events that require
disclosure in the condensed consolidated financial statements.
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