TIDMWINV
RNS Number : 7126W
Worsley Investors Limited
14 December 2023
14 December 2023
Worsley Investors Limited
(the "Company")
Half Year Report for the six months ended 30 September 2023
The Company is pleased to announce the release its half year
report and unaudited consolidated financial statements for the six
months ended 30 September 2023 (the "Half Year Report"). A copy of
the Half Year Report will be posted to shareholders and will be
available to view on the Company's website shortly at:
www.worsleyinvestors.com
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar / Rose Ramsden
Tel: +44 (0) 20 74080 4090
Sanne Fund Services (Guernsey) Limited (Administrator and
Secretary)
Chris Bougourd / Matt Falla
Tel: +44 (0) 1481 737600
LEI: 213800AF85VEZMDMF931
Performance Summary
30 September 31 March
2023 2023 % change
-----------------------------
Net Asset Value ("NAV") per
share 42.59p 43.92p -3.03%
-------------- ---------- ---------
Share price(1) 27.40p 28.00p -2.14%
-------------- ---------- ---------
Share price discount to NAV 35.33% 36.25%
-------------- ----------
Six month Six month
period period
ended ended
30 September 30 September
2023 2022
-----------------------
Earnings per share(2) -1.03p -0.62p
-------------- --------------
Total return Six month Six month
period ended period ended
30 September 30 September
2023 2022
NAV Total Return(3) -3.03% 0.83%
-------------- --------------
Share price Total Return(4)
-------------- --------------
- Worsley Investors Limited -2.14% -16.25%
-------------- --------------
- FTSE All Share Index 1.42% -8.31%
-------------- --------------
- FTSE Real Estate Investment
Trust Index -5.28% -33.24%
-------------- --------------
Worsley Associates LLP ('Worsley Associates') was appointed on
31 May 2019 as Investment Advisor (the "Investment Advisor") to
Worsley Investors Limited (the "Company"). At an EGM held on 28
June 2019, an ordinary resolution was passed to adopt new
Investment Objective and Policy. The Company's Investment Objective
and Policy are set out below.
Past performance is not a guide to future performance.
(1) Mid-market share price (source: Shore Capital and Corporate
Limited).
(2) Earnings per share based on the net loss for the period of
GBP0.393 million (30 September 2022: net profit for the period of
GBP0.209 million) and the weighted average number of Ordinary
Shares in issue during the period of 33,740,929 (30 September 2022:
33,740,929).
(3) On a pro forma basis, which includes adjustments as
necessary to take account of the effect of capital alterations
during the period. NAV Total Return is a measure showing how the
NAV per share has performed over a period of time, taking into
account both capital returns and any dividends paid to
shareholders.
(4) A measure showing how the share price has performed over a
period of time, taking into account both capital returns and any
dividends paid to shareholders.
Source : Worsley Associates LLP and Shore Capital and Corporate
Limited.
Chairman's Statement
The Half Year to 30 September 2023 was in some ways rather dull.
The Company over the six months generated a negative NAV net return
of 3.03%, which was broadly in the range between the wider market
in UK smaller companies as represented by the FTSE Small
Capitalisation Index which had a total return of 1.68% and the real
estate sector which continued to struggle under rising interest
rates. The FTSE Real Estate Investment Trust Index, as proxy for
the latter, generated a negative return of 5.28%. Within our
overall figure, the return on the capital invested in our equity
portfolio was negative 3.8% and the other major component was our
Curno cinema which generated a positive cashflow of EUR529,870
before expenses but was marked down by EUR300,000 or 3.9% in local
currency by the independent property valuer. Associated property
management and structural expenses together with an adverse foreign
exchange movement over the six months gave a net positive result in
pounds sterling of 0.7% for Curno. Corporate expenses were
equivalent to 1.4% of opening Net Assets.
Against this backdrop, our share price also drifted sideways
with the period end discount narrowing very marginally to 35.33%
from 36.35% in March.
The Investment Advisor, Worsley Associates LLP, summarises the
market background and outlook together with the developments in
respect of our principal investments succinctly in its report and
there is little that I can usefully add here.
The salient details of the Curno lease are amongst the
information set out in the Investment Advisor's Report. It appears
that there have been few (if any) transactions in Italian cinemas
in recent quarters partly, no doubt, due to the scarcity of finance
and partly due to the operational time lags throughout the cinema
industry as it recovers from the Covid pandemic shutdowns. At least
in that latter regard the availability of interesting new film
releases has continued post the period end with the effect that
attendance volumes are now only very slightly below those
immediately prior to Covid-19. Given the lack of observable and
comparable transactional evidence, the valuer has increased the
capitalisation rate applied to the rental stream to 13.46% which
means that the index-linked passing rental yield is now 14.29% p.a.
on a good quality tenant covenant with 9.5 years to run to the
tenant break option and 16.5 years of full term unexpired. At these
levels, the prospective returns compare very favourably with
expectations of long-term equity market averages even if they are
somewhat below the historical outcomes achieved by the Worsley
strategy over such time periods.
I am also pleased to note the continuing improvements to
operational and financial performance at our largest equity
investment, Smiths News plc, although the market recognition of
that occurred after our reporting period ended on 30 September and
indeed (and frustratingly) its shares underperformed during the
half year.
We are at a juncture where, absent unforeseen extraneous events,
it would appear that we are very close to the peak of this interest
rate cycle and in some sectors such as the UK residential mortgage
market, the cost of medium-term funding is already beginning to
fall. When rates are rising and markets have not formed a consensus
on where they will peak, it is difficult for the equity market as a
whole to make significant sustained progress and, depending upon
the moving balance between optimism and pessimism, prices can be
volatile and subject to downward moves affecting the share prices
even of well-performing companies. In the short term, the capacity
for negative surprises remains but it does seem that the consensus
is building that the peak is not far off both in level and timing
and although market indices could still be described as
range-bound, they would appear to be levelling off, a necessary
precursor to a broader advance in valuations. That said, Worsley
Investments runs a concentrated portfolio of investments each of
which has the capacity either of its own volition or with
encouragement to generate significant shareholder value in absolute
terms. One of the effects of such concentration is that depending
on the timing of events in relation to such investees and
conversely those in relation to the principal constituents of such
indices, performance can diverge from wider market moves from
reporting period to reporting period even when investees'
underlying commercial performance is significantly better than
market averages. A prime example of this is the post period end
re-rating of Smiths News plc's share price.
Once again and on behalf of the Board, I would like to thank our
Investment Advisor, Worsley Associates LLP, for the continued
steady progress they have made in developing our portfolio and to
thank you, our shareholders, for your ongoing support.
William Scott
Chairman
13 December 2023
Investment Advisor's Report
Investment Advisor
The Investment Advisor, Worsley Associates LLP, is regulated by
the FCA and is authorised to provide investment management and
advisory services.
In the period under review, the equities portfolio remained
close to fully invested, and the Investment Advisor has
concentrated on its further development and oversight of the
management of the Curno cinema, investor interest in which has been
adversely affected by European lenders being more cautious in their
approach to lending decisions and substantially higher borrowing
costs.
Curno Cinema Complex
The Group's Italian multiplex cinema complex, located in Curno,
on the outskirts of Bergamo, is let in its entirety to UCI Italia
S.p.A. ("UCI").
The cinema lease documentation remains as amended in June
2020.
The key rental terms of the lease, which has a final termination
date of 31 December 2042, are:
Base Rent
1 January 2023 to 31 December 2023 - EUR1,057,094 per annum.
Base rental is indexed annually to 100% of the Italian ISTAT
Consumer Index on an upwards-only basis. In the ten months to 31
October the index has increased 0.8%.
Variable Rent
Incremental rent is payable at the rate of EUR1.50 per ticket
sold above a minimum threshold of 350,000 tickets per year up to
450,000 tickets per year, rising in 50,000 ticket stages above this
level up to EUR2.50 per extra ticket.
Tenant Guarantee
The lease benefits from a rental guarantee of an initial EUR13
million, reducing over 15 years to EUR4.5 million, given by a U.K.
domiciled intermediate holding company for the UCI group's European
operations, United Cinemas International Acquisitions Limited,
which has latest published shareholders' funds of GBP291.2
million.
Tenant break option
UCI has the right to terminate the lease on 30 June 2035.
Trading
The cinema was open throughout the half.
On the back of a film slate which including a slew of
'blockbuster' movies, and, in particular, the Barbenheimer
phenomenon, Curno ticket sales in the half were 75% up on those for
2022 period, and are continuing their improvement towards pre
COVID-19 levels.
In October, immediately after the period end, there was somewhat
of a gap in openings, but since the beginning of November, with the
release of the Italian smash hit, C' E' Ancora Domani (There's
Still Tomorrow), Italian cinema ticket sales have been extremely
strong, reaching some 92% of November 2019 levels.
The Curno cinema has continued to benefit from substantial
increases in total revenue per customer.
Rentals remained current throughout the period.
Valuation
As at 30 September 2023, the Group's independent asset valuer,
Knight Frank LLP, fair valued the Curno cinema at EUR7.4 million
(31 March 2023: EUR7.7 million), and this figure has been adopted
in these Financial Statements.
Since the June 2020 lease amendment, the Board's expectation has
been that the valuation of the Curno cinema would increase once the
enhanced rental began to be generated by the property from 1 March
2021 onwards. The current rental is some 27% higher than the pre
amendment level.
In response to higher European interest rates, the valuer during
half chose to increase the yield at which it capitalised the rental
stream from 12.97% to 13.46%, which has had the effect of reducing
the valuation by some 3.9%. This particularly cautious approach
reflects the European Central Bank having continued to increase
interest rates in efforts to curb inflation levels and consequent
expectations of further outward pressure on yields.
Given the increasingly strong Italian box office takings seen
since the beginning of April, conditions are now much more
conducive to a return of investor appetite once European banks
revert to more normal levels of property lending. The Group will
retain the Curno cinema until a disposal can be effected at a price
which the board believes properly reflects its medium term
prospects.
Investment Strategy
The Investment Advisor's strategy allies the taking of holdings
in British quoted securities priced at a deep discount to their
intrinsic value, as determined by a comprehensive and robust
research process. Most of these companies will have smaller to
mid-sized equity market capitalisations, which will in general not
exceed GBP600 million. It is intended to secure influential
positions in such British quoted securities, with the employment of
activism as necessary to drive highly favourable outcomes.
Since the publication of the Annual Report in early July, the
U.K. stock market, as measured by the FTSE All-Share Index, has
been range bound between the 3930 and 4200 levels. US monetary
policy developments have become the largest influence on the
British market, eclipsing prospects for the U.K. economy, with the
conflict in Gaza also an important factor.
The US Federal Reserve at its June monetary meeting had
surprised investors with a suggestion that two further rises could
be in the pipeline over the rest of the year, triggering an abrupt
3% drop in the London stock market. However, mid-July first the
U.K. Producer Price Index ('PPI') came in well down and then the US
CPI and PPI were both well below expectations, and the market
retraced most of its fall.
The release of better than expected U.K. June CPI figures then
saw the British market steam ahead, hitting a period high at the
end of July. As it had foreshadowed in June, the US Fed at its July
meeting duly raised its Federal Funds rate to 5.25% - 5.50%, the
highest level for 22 years.
August began with equity markets worldwide in retreat as Fitch
downgraded the US's issuer default rating from AAA to AA+. Strong
U.K. second quarter GDP figures, robust wage growth and sticky core
CPI all signalled further increases in U.K. base rates, and,
exacerbated by rising US and Chinese bond yields, sentiment
weakened with the result that the London market hit a low on the
21st, at which point US 10-year Treasury bond yields were at their
highest since 2007.
Over the following month, however, U.K. equities tested their
high for the period on generally positive U.K. economic news, the
announcement of substantial economic stimulation in China, a view
emanating out of the US Jackson Hole economic symposium that the US
Fed would pause interest rates, and slower inflation in the US and
U.K..
From that point something of a slide ensued, on fears that there
would be one more US Fed rate rise and that rates would remain
higher for longer, the financial distress of the Chinese property
giant, Evergrande, and higher bond yields. However, early in
October a modest recovery commenced on stronger US economic data,
good August U.K. GDP figures and as the US Fed commented that
higher bond yields might aid the fight against inflation, tempered
somewhat by concerns about the conflict in Gaza.
By mid-October, tensions in Gaza had gained the ascendency,
exacerbated by some hawkish signals from the US Fed and bond yields
rising further. The last of these then fed into concerns regarding
the stretched level of US technology stock valuations, with the
result that British market closed on the 27 October at its low
point since our March year end and the lowest level for almost a
year.
Since then, the overall direction of the U.K stock market has
been gradually upward. This was initially on expectations,
subsequently proven correct, that the US Fed and Band of England
would hold interest rates at their respective meetings on 2 and 3
November. Despite further hawkish warnings from the US Fed that
markets should not assume rates had peaked, much lower October
inflation figures in the US and the U.K. saw bond yields fall and
the British market advance, the All-Share Index reaching 4088 on
the 17th. In subsequent weeks, the market has drifted, reflecting
uncertain prospects for the U.K. economy and mixed Chinese economic
data.
The outlook for interest rates in the U.K. and US has improved
since the Annual Report, with a peak level for both of around 5.5%
now foreseen, a reduction in expectations of circa 25 bps since
June.
In the Company's target universe of British smaller companies,
the total return over the six months to 30 September was 1.68 %.
Share prices in this section of the market, after a sharper fall in
the last week of September and most of October than the overall
market, have recovered more strongly, ending up approximately 0.6%
over the last two and a half months.
The Company's portfolio has remained quite fully invested during
the half. This includes a previously undisclosed holding, now
representing some 2.3% of the Group's Net Assets, in LMS Capital
plc ('LMS'). LMS is an English investment company whose shares are
listed on the London Stock Exchange's Main Market. It has a market
capitalisation of GBP19.4 million and as at 30 September its net
cash balance was GBP16.0 million. At that same date LMS owned an
historic portfolio of very predominantly US and U.K. unlisted
investments, valued by its directors at GBP16.65 million, net of
related liabilities. In the past two years, LMS has pursued a new
investment strategy, under which it has made one material
investment, an unquoted Romanian oil and gas production business,
valued by directors at GBP10.1 million. The shares at 24p sell at a
very substantial discount to their stated NAV/share as at 30
September of some 52p.
The largest portfolio position remains our shareholding of in
excess of 4% in Smiths News plc, England's major distributor of
newspapers and magazines. In early November, Smiths News published
its 2023 preliminary results, which were particularly strong, with
increased revenue and operating profit, albeit boosted by the
'Royal Succession' and the 2022 World Cup. Significant inflationary
pressures were substantially mitigated by the ongoing cost
reduction programme. Average net debt for 2023 was GBP25m, down
from GBP50m in 2022. The shares, after early strength, were flat in
the first three months of our reporting period, but for most of the
second quarter underperformed, ending the period down almost 13%.
Post period end the shares have recovered well, being up circa 24%
from their recent low.
The holding in Amedeo Air Four Plus Limited ('AA4') is largely
unchanged. The AA4 group's income stream is underpinned by its
lease of six A380 and two B777-300ER aircraft to the airline,
Emirates. Post the end of the half, AA4, in an update to the
market, noted that Emirates continued to extol the virtues of the
A380 and had recently purchased two out of service A380s for $35m
each. Notwithstanding that, subsequent to going ex the most recent
quarterly dividend the shares have weakened significantly, and at
current levels not only do not reflect the recent uplift in
residual values of A380s but also the considerable equity value
inherent in the group's four A350-900 aircraft leased to Thai
Airways.
The Northamber plc shareholding was increased further in the
half year, after the shares had weakened on the company posting an
increased loss for its 2023 half year, and that in Shepherd Neame
Limited was also topped up. During the half, we also added to
another three holdings and two new positions were initiated.
Preliminary (less than 2% of Net Assets) holdings are held in 9
other companies.
Following a strong recovery since 30 September, the Company's
portfolio as at 30 November 2023 had a total cost of GBP5.30
million, a combined market value of GBP8.27 million, and comprised
17 stocks. The surplus on the portfolio was a little over 56% of
cost, and the annualised return on capital invested since the new
strategy was adopted remains very acceptable, at a little under
27%.
Results for the six months period
Cash revenue from Curno for the period to 30 September 2023 was
EUR529,900 (GBP458,000) (30 September 2022: EUR474,900
(GBP405,000)). The increase reflected the inflationary rental
adjustment, from 1 January 2023, which applied throughout the
current half.
Property expenses, mainly local Curno property taxes, of some
EUR113,000 (GBP98,000) ((30 September 2022: EUR86,000 (GBP73,000)),
were incurred. The increase in the current half was almost entirely
owing to anomalous expenses of circa EUR35,000 in respect of
disputed assessments for Italian registration tax, since resolved
in our favour.
General and administrative expenses of GBP282,000 (30 September
2022: GBP260,000) were above the 2022 run rate, but only slightly
above expectations. Administration expenses were flat period on
period, but Group general expenses were somewhat higher, and
included circa EUR9,000 (GBP8,000) in unbudgeted interest and
penalties on the disputed Italian registration tax. In addition,
registry costs continued to be elevated. As foreshadowed in the
2023 Annual Report, increased Net Assets led to an in crease in
AUM-based fees compared to the corresponding half in 2022.
Transaction charges incurred on equity acquisitions were
GBP2,000 ( 30 September 2022: GBP4,000), reflecting lower activity
than the more usual level in the corresponding half last year.
We continue to believe that the Group's ongoing operating costs
for the full year will be somewhat higher than the 2023 level,
principally the consequence of higher AUM-based costs. Prior to the
ultimate sale of Curno there remains little scope for significant
reduction in the overall cost base.
The equities portfolio recorded a small upturn in the first
quarter before suffering a significant reduction in the second
(since fully recovered), resulting for the half as a whole in a
GBP430,000 net investment mark-to-market reduction (30 September
2022: GBP446,000 reduction). Investment income for the half,
entirely dividends, was GBP229,000 and net investment gains
realised added GBP13,000. In consequence, the total return on
capital invested in the portfolio over the half came out at minus
3.8%.
Taxation is payable on an ongoing basis on Italian income and in
Luxembourg. For the half, an Italian operating tax charge of circa
GBP50,000 ( 30 September 2022: GBP36,000) was incurred. In
addition, irrecoverable VAT in Luxembourg of some GBP3,000 was
paid. Following a review by the Company's auditor, elimination of
deferred taxation, previously posted in respect of lease incentive
balance, resulted in a tax credit of GBP75,000.
In the remainder of the year, the increased Curno rental will be
offset by a return to a more normal tax rate at our Italian
subsidiary, Multiplex, and the incurrence of higher AUM-based fees,
with the expectation remaining that operating cash flow (that is
prior to allowance for equity income and net purchases) will be
modestly positive.
Financial Position
Net Assets at 30 September 2023 were GBP14.369 million, which
compares with the GBP14.819 million contained in the 31 March 2023
Annual Report. The decrease arose from the loss in the half of
GBP348,000, of which GBP260,000 (EUR300,000) related to the
reduction in the Euro valuation of the Curno property, further
exacerbated by a GBP102,000 decrease in the pounds sterling fair
value of Euro-denominated assets, principally the property.
The Group's liquidity reduced slightly in the period, reflecting
net portfolio purchases of GBP328,000, with GBP400,000 in cash held
at 30 September 2023 and no debt. However, given the ample
secondary liquidity of the equity portfolio and positive ongoing
cash flows, the Group's financial position continues to be
strong.
In due course, the sale of the Curno cinema will provide
considerable additional resources for equity investment.
Euro
As at 31 September 2023, some 45% of Total Assets were
denominated in Euros, of which the Curno property was circa 44% of
Total Assets, similar to the 44% as at 31 March 2023. The pound
sterling Euro cross rate moved some 1.5% during the period from
1.137 as at 31 March 2023 to 1.154 as at 30 September 2023. This
cross rate will remain a potentially significant influence on the
level of Group Net Assets until Curno's disposal.
Outlook
After the first two months of 2023 had been buoyant, U.K. stock
market prices, whilst variable, as a result of a strong dichotomy
between investor hopes for lowered interest rates and central
banks' determination to drive inflation down to target levels, now
stand at just above their opening level.
This is in line with the view expressed in the Annual Report
that economic uncertainty appeared set to continue for at least the
remainder of 2023. Given the inherent delays in the impact of
tighter U.K. monetary policy, and in particular higher borrowing
costs, the prospects for U.K. company earnings in the first half of
2024 remain subdued.
It is pleasing to note that 2023's much more normal slate of
movie releases, including most recently new Italian titles, has
continued to drive greatly improved Italian cinema attendances.
Even so, there remains a dearth of Italian medium term debt
finance available, undermining investor demand, the consequence
being that retention of our Curno cinema is the most likely
scenario in the immediate future. While that is not our preferred
course, the multiplex will remain the source of substantial,
inflation protected, cash flow for the Group.
We have previously stressed that the Worsley investment strategy
is relatively insensitive to the near term economic outlook, being
focussed on the medium term prospects of individual companies.
The interim profit figures for British companies released in the
period came in broadly in line with previously diminished
expectations. Against that, once again a multitude of stocks with
capitalisations below GBP150 million have seen their prices drop
abruptly.
In the preponderance of instances these falls are the
consequence of a substantial worsening in the outlook for the
relevant sector, natural resources being a familiar example.
Nevertheless, a proportion of the prices of well-founded companies
also tend to fall prey to such sentiments and, inevitably, some
come to be gravely mispriced and as such prospective investees.
The Worsley equity portfolio is well established and, in spite
of a somewhat gloomy prognosis for the U.K. economy, the Company
remains well placed to continue to deliver respectable returns.
Worsley Associates LLP
12 December 2023
Interim Management Report
A description of the important events which have occurred during
the first six months of the financial year and their impact on the
performance of the Company as shown in the Financial Statements is
given in the Chairman's Statement, the Investment Advisor's Report
and the Notes to the Financial Statements and are incorporated here
by reference.
Statement of principal risks and uncertainties
The Board is responsible for the Company's system of internal
controls and for reviewing its effectiveness. The Board, through
its Risk Committee, has carried out a robust assessment of the
principal risks and uncertainties facing the Company, using a
comprehensive risk matrix as the basis for analysing the Company's
system of internal controls while monitoring the investment limits
and restrictions set out in the Company's investment objective and
policy.
The principal risks assessed by the Board relating to the
Company were disclosed in the Annual Financial Report for the year
ended 31 March 2023. The principal risks disclosed include
investment risk, operational risk, accounting, legal and regulatory
risk, financial risks and foreign exchange risk. A detailed
explanation of these can be found in the Annual Financial Report.
The Board and Investment Advisor do not consider these risks to
have materially changed during the six months ended 30 September
2023 and they are not expected to change in the remainder of the
financial year.
Going concern
The Directors, at the time of approving the Financial
Statements, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
next 12 months. The lease income generates enough cash flows to pay
on-going expenses. The Directors have considered the cash position
and performance of the current capital invested of the Group and
concluded that it is appropriate to adopt the going concern basis
in the preparation of these Financial Statements.
Going concern is assessed over the period until 12 months from
the approval of these Consolidated Financial Statements. Owing to
the fact that the Group currently has no borrowing, has a
significant cash holding and that the Company's equity investments
predominantly comprise readily realisable securities, the Board
considers there to be no material uncertainty.
Interim Report is Unaudited
This Interim Report has not been audited, nor reviewed by
auditors pursuant to the Auditing Practices Board guidance on
Review of Interim Financial Information.
Responsibility Statement
We confirm to the best of our knowledge that:
-- the Condensed Unaudited Interim Financial Statements have
been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting'; as required by Disclosure
Guidance & Transparency Rule ("DTR") 4.2.4R of the UK's
Financial Conduct Agency ("FCA"); and
-- the Interim Management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events which have occurred during the
first six months of the financial year and their impact on the
condensed set of Financial Statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions which have taken place in the first six
months of the current financial year and which have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last Annual Report which could do so.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website, and for the preparation and dissemination of
financial statements. Legislation in Guernsey governing the
preparation and dissemination of financial statement may differ
from legislation in other jurisdictions.
On behalf of the Board
W. Scott
Chairman
13 December 2023
Condensed Unaudited Consolidated Statement of Comprehensive
Income
For the six months ended 30 September 2023
For the six For the six
month period month period
to to
30 September 30 September
2023 2022
(Unaudited) (Unaudited)
Notes GBP000s GBP000s
---- ------ --------------------------------------- ------ -------------- --------------
3 &
Gross property income 6 394 380
3 &
Property operating expenses 6 (98) (73)
Net property income 296 307
----------------------------------------------------- ------ -------------- --------------
Net loss on investments at fair
value through profit or loss 7 (188) (75)
Unrealised valuation loss on investment
property (260) (170)
Lease incentive movement 3 64 25
General and administrative expenses 4 (282) (260)
---- ----------------------------------------------- ------ -------------- --------------
Operating loss (370) (173)
----------------------------------------------------- ------ -------------- --------------
Loss before tax (370) (173)
----------------------------------------------------- ------ -------------- --------------
Income tax expense (53) (36)
Tax credit 75 -
Loss for the period (348) (209)
----------------------------------------------------- ------ -------------- --------------
Other comprehensive income
Foreign exchange translation (loss)/gain (102) 320
------------------------------------------------ ------ -------------- --------------
Total items which are or may be reclassified
to profit or loss (450) 111
----------------------------------------------------- ------ -------------- --------------
Total comprehensive (loss)/profit
for the period (450) 111
----------------------------------------------------- ------ -------------- --------------
Basic and diluted loss per ordinary
share (pence) 5 (1.03) (0.62)
----------------------------------------------------- ------ -------------- --------------
Condensed Unaudited Consolidated Statement of Changes in
Equity
For the six months ended 30 September 2023
Foreign
Distributable currency Total
Revenue reserve reserve reserve equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP000s GBP000s GBP000s GBP000s
-------------------------- ---------------- -------------- ------------ ------------
Balance at 1 April 2023 (44,446) 47,263 12,002 14,819
Loss for the period (348) - - (348)
Other comprehensive loss - - (102) (102)
Balance at 30 September
2023 (44,794) 47,263 11,900 14,369
--------------------------- ---------------- -------------- ------------ ------------
For the six months ended 30 September 2022
Foreign
Distributable currency Total
Revenue reserve reserve reserve equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP000s GBP000s GBP000s GBP000s
---------------------------- ---------------- -------------- ------------ ------------
Balance at 1 April 2022 (45,477) 47,263 11,680 13,466
Loss for the period (209) - - (209)
Other comprehensive income - - 320 320
Balance at 30 September
2022 (45,686) 47,263 12,000 13,577
----------------------------- ---------------- -------------- ------------ ------------
Condensed Unaudited Consolidated Statement of Financial
Position
As at 30 September 2023
30 September
2023 31 March 2023
(Unaudited) (Audited)
Notes GBP000s GBP000s
--------- -------------------------------- ------ ------------- --------------
Non-current assets
Investment property 6 5,750 6,033
Lease incentive 6 663 737
------------------------------------------ ------ ------------- --------------
Total non-current assets 6,413 6,770
Current assets
Cash and cash equivalents 400 541
Investments held at fair value
through profit or loss 7 7,750 7,839
Trade and other receivables 8 31 54
Tax receivable 23 29
------------------------------------------ ------ ------------- --------------
Total current assets 8,204 8,463
Total assets 14,617 15,233
------------------------------------------- ------ ------------- --------------
Non-current liabilities
Deferred tax payable - 75
------------------------------------------ ------ ------------- --------------
Total non-current liabilities - 75
Current liabilities
Trade and other payables 9 153 178
Tax payable 95 161
------------------------------------------ ------ ------------- --------------
Total current liabilities 248 339
Total liabilities 248 414
------------------------------------------- ------ ------------- --------------
Total net assets 14,369 14,819
------------------------------------------- ------ ------------- --------------
Equity
Revenue reserve (44,794) (44,446)
Distributable reserve 47,263 47,263
Foreign currency reserve 11,900 12,002
Total equity 14,369 14,819
------------------------------------------- ------ ------------- --------------
Number of ordinary shares 33,740,929 33,740,929
Net asset value per ordinary share
(pence) 11 42.59 43.92
------------------------------------------- ------ ------------- --------------
The Financial Statements were approved by the Board of Directors
and authorised for issue on 13 December 2023. They were signed on
its behalf by:
W. Scott
Chairman
Condensed Unaudited Consolidated Statement of Cash Flows
For the sixth months ended 30 September 2023
For the six For the six
month period month period
to to
30 September 30 September
2023 2022
(Unaudited) (Unaudited)
Notes GBP000s GBP000s
----------------------------------------- ------ -------------- --------------
Operating activities
Loss before tax (370) (173)
Adjustments for:
Net loss on investments held at
fair value through profit or loss 7 188 75
Investment income 229 203
Unrealised valuation loss on investment
property 196 170
Decrease/(increase) in trade and
other receivables 97 (32)
Decrease in trade and other payables (25) (42)
Purchase of investments held at
fair value through profit or loss 7 (352) (533)
Sale of investments held at fair
value through profit or loss 7 24 412
Net cash from operations (13) 80
-------------------------------------------------- -------------- --------------
Tax paid (125) (27)
Net cash (outflow)/inflow from operating
activities (138) 53
-------------------------------------------------- -------------- --------------
Effects of exchange rate fluctuations (3) 47
(Decrease)/increase in cash and cash
equivalents (141) 100
-------------------------------------------------- -------------- --------------
Cash and cash equivalents at start
of the period 541 576
Cash and cash equivalents at the period
end 400 676
-------------------------------------------------- -------------- --------------
1. Operations
Worsley Investors Limited (the "Company") is a limited
liability, closed-ended investment company incorporated in
Guernsey. The Company historically invested in commercial property
in Europe which was held through subsidiaries. The Company's
current investment objective is to provide Shareholders with an
attractive level of absolute long-term return, principally through
the capital appreciation and exit of undervalued securities. The
existing real estate asset of the Company will be realised in an
orderly manner, that is with a view to optimising the disposal
value of such asset.
The Condensed Unaudited Consolidated Financial Statements (the
"Financial Statements") of the Company for the period ended 30
September 2023 comprise the Financial Statements of the Company and
its Subsidiaries (together referred to as the "Group").
Worsley Associates LLP was appointed on 31 May 2019 as
Investment Advisor to the Company.
2. Significant accounting policies
Basis of preparation
These Financial Statements have been prepared in accordance with
International Accounting Standard ("IAS") 34 'Interim Financial
Reporting' as required by DTR 4.2.4R, the Listing Rules of the
London Stock Exchange and applicable legal and regulatory
requirements. They do not include all the information and
disclosures required in Annual Financial Statements and should be
read in conjunction with the Company's last Annual Report and
Audited Consolidated Financial Statements for the year ended 31
March 2023.
The same accounting policies and methods of computation are
followed in the Interim Financial Report as compared with the most
recent Annual Financial Statements for the year ended 31 March
2023.
Going concern
The Directors, at the time of approving the Financial
Statements, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
next 12 months.
The Group maintains a significant cash balance and an extensive
portfolio of securities, and the property lease generates
sufficient cash flows to pay on-going expenses and other
obligations. The Directors have considered the cash position and
performance of the current capital invested by the Group, the
potential impact on markets and supply chains of geo-political
risks such as the crisis in Ukraine and continuing macro-economic
factors and inflation and concluded that it is appropriate to adopt
the going concern basis in the preparation of these Financial
Statements.
Going concern is assessed over a minimum period of 12 months
from the approval of these Financial Statements. The Board consider
there to be no material uncertainty owing to the fact that the
Group currently has no borrowing, retains a significant cash
balance and that the Company's equity investments comprise
predominantly readily realisable securities.
3. Gross property income
Gross property income for the period ended 30 September 2023
amounted to GBP0.394 million (30 September 2022: GBP0.380 million).
The Group leases out its investment property under an operating
lease which is structured in accordance with local practices in
Italy. The Group's lease agreement in place as at 30 September 2023
was unchanged from that disclosed in the Company's Audited Annual
Financial Statements for the year ended 31 March 2023.
Property income
30 September 30 September
2023 2022
GBP000s GBP000s
(Unaudited) (Unaudited)
---------------------------------------------------- ------------- -------------
Property income received (net of lease incentives) 458 405
Straight-lining of lease incentives (64) (25)
Property income 394 380
---------------------------------------------------- ------------- -------------
Expense from services to tenants, other property operating and
administrative expenses
30 September 30 September
2023 2022
GBP000s GBP000s
(Unaudited) (Unaudited)
------------------------------------------- ------------- -------------
Property expenses arising from investment
property which generates income 98 73
------------------------------------------- ------------- -------------
Total property operating expenses 98 73
------------------------------------------- ------------- -------------
There were no p roperty expenses arising from investment
property which did not generate income.
4. General and administrative expenses
30 September 30 September
2023 2022
GBP000s GBP000s
(Unaudited) (Unaudited)
------------------------ ---------------------------- ------------- -------------
Administration fees 54 54
General expenses 48 37
Audit fees 27 25
Legal and professional fees 10 9
Directors' fees
(note 13) 25 23
Insurance costs 13 14
Corporate broker fees 12 13
Investment Advisor fees (note 13) 93 85
Total 282 260
---------------------------------------------------------- ------------- -------------
5. Basic and diluted earnings per ordinary share (pence)
The basic and diluted earnings per share for the Group is based
on the net loss for the period of GBP0.393 million (30 September
2022: net loss of GBP0.209 million) and the weighted average number
of Ordinary Shares in issue during the period of 33,740,929 (30
September 2022: 33,740,929). There are no instruments in issue
which could potentially dilute earnings or loss per Ordinary
Share.
6. Investment property
6 months
ended Year ended
30 September
2023 31 March 2023
(Unaudited) (Audited)
GBP000s GBP000s
------------------------------------------------- ------------- --------------
Valuation of investment property before lease
incentive adjustment
at beginning of period/year 6,770 7,328
Fair value adjustment (260) (862)
Foreign exchange translation (97) 304
Independent external valuation 6,413 6,770
Adjusted for: Lease incentive* (663) (737)
Fair value of investment property at the
end of the period/year 5,750 6,033
--------------------------------------------------- ------------- --------------
* The Lease incentive is separately classified as a non-current
asset within the Consolidated Statement of Financial Position and
to avoid double counting is hence deducted from the independent
property valuation to arrive at fair value for accounting
purposes.
The property is carried at fair value. The lease incentive
granted to the tenant is amortised over the term of the lease. In
accordance with IFRS, the external independent valuation is reduced
by the carrying amount of the lease incentive as at the valuation
date.
Quarterly valuations are carried out at 31 March, 30 June, 30
September and 31 December by Knight Frank LLP, external independent
valuers. The valuation of the investment property is recorded in
Euros and converted into Pounds Sterling at the end of each
reporting period. The rates used were as follows:
30 September 2023 31 March 2023
(Unaudited) (Audited)
------------ ------------------ --------------
Euro / GBP 1.1538 1.1374
The resultant fair value of investment property is analysed
below by valuation method, according to the levels of the fair
value hierarchy. The different levels have been defined as
follows:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1
which are observable for asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability which are not based
on observable market data (unobservable inputs).
The investment property (Curno) is classified as Level 3.
The significant assumptions made relating to its independent
valuation are set out below:
Significant assumptions 30 September 2023 31 March 2023
(Unaudited) (Audited)
---------------------------------------------------- ------------------ --------------
Gross estimated rental value per square metre p.a. EUR114.00 EUR114.00
Equivalent yield 13.46% 12.97%
The external valuer has carried out its valuation using the
comparative and investment methods. The external valuer has made
the assessment on the basis of a collation and analysis of
appropriate comparable investment and rental transactions. The
market analysis has been undertaken using market knowledge,
enquiries of other agents, searches of property databases, as
appropriate and any information provided to them. The external
valuer has adhered to the RICS Valuation - Professional
Standards.
An increase/decrease in ERV (Estimated Rental Value) will
increase/decrease valuations, while an increase/decrease to yield
decreases/increases valuations. The information below sets out the
sensitivity of the independent property valuation to changes in
Fair Value.
If market rental increases by 10% then property value increases
by 1.88%, being EUR139,120 (31 March 2023: 1.85%, being
EUR142,817).
If market rental decreases by 10% then property value decreases
by 1.88% being EUR139,120 (31 March 2023: 1.85%, being
EUR142,817).
If yield increases by 1% then property value decreases by 5.74%,
being EUR424,760 (31 March 2023: 5.91%, being EUR456,044).
If yield decreases by 1% then property value increases by 6.66%,
being EUR492,840 (31 March 2023: 6.89%, being EUR532,021).
Property assets are inherently difficult to value owing to the
individual nature of each property. As a result, valuations are
subject to uncertainty. There is no assurance that estimates
resulting from the valuation process will reflect the actual sales
price even where a sale occurs shortly after the valuation date.
Rental income and the market value for properties are generally
affected by overall conditions in the local economy, such as growth
in Gross Domestic Product ("GDP"), employment trends, inflation and
changes in interest rates. Changes in GDP may also impact
employment levels, which in turn may impact the demand for
premises. Furthermore, movements in interest rates may affect the
cost of financing for real estate companies.
Both rental income and property values may be affected by other
factors specific to the real estate market, such as competition
from other property owners, the perceptions of prospective tenants
of the attractiveness, convenience and safety of properties, the
inability to collect rents because of the bankruptcy or the
insolvency of tenants, the periodic need to renovate, repair and
release space and the costs thereof, the costs of maintenance and
insurance, and increased operating costs. The Investment Advisor
addresses market risk through a selective investment process,
credit evaluations of tenants, ongoing monitoring of tenants and
through effective management of the property.
7. Investments at fair value through profit or loss
("FVTPL")
6 months ended Year ended
30 September 2023 31 March 2023
GBP000s GBP000s
(Unaudited) (Audited)
Opening book cost 4,908 3,983
Total unrealised gains at beginning of period 2,931 1,990
---------------------------------------------------------------- ------------------ --------------
Fair value of investments at FVTPL at beginning of period 7,839 5,973
Purchases 352 1,223
Sales (24) (563)
Realised gains 13 264
Unrealised (losses)/gains (430) 942
---------------------------------------------------------------- ------------------ --------------
Total investments at FVTPL 7,750 7,839
---------------------------------------------------------------- ------------------ --------------
Closing book cost 5,249 4,908
Total unrealised gains at end of period 2,501 2,931
Total investments at FVTPL 7,750 7,839
----------------------------------------------- ------- ------
30 September 2023 30 September 2022
GBP000s GBP000s
(Unaudited) (Unaudited)
Realised gains 13 168
Unrealised losses (430) (446)
------------------------------------------------- ------------------ ------------------
Total losses on investments at FVTPL (417) (278)
------------------------------------------------- ------------------ ------------------
Investment income 229 203
------------------------------------------------- ------------------ ------------------
Total losses on financial assets at FVTPL (188) (75)
------------------------------------------------- ------------------ ------------------
The fair value of investments at FVTPL are analysed below by
valuation method, according to the levels of the fair value
hierarchy. The different levels have been defined as follows:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1
which are observable for asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability which are not based
on observable market data (unobservable inputs).
The following table analyses within the fair value hierarchy the
Company's financial assets at fair value through profit or
loss:
30 September 2023 Level 1 Level 2 Level 3 Total
GBP000s GBP000s GBP000s GBP000s
Fair value through profit or loss
----------- -------- -------- --------
- Investments 5,244 2,506 - 7,750
----------- -------- -------- --------
As at 30 September 2023, within the Company's financial assets
classified as Level 2, securities totalling GBP1,424,323 are traded
on the London Stock Exchange or AIM, with securities of
GBP1,081,500 being traded on the Aquis Exchange. The Level 2
securities are valued at the traded price as at the period end and
no adjustment has been deemed necessary to these prices. However,
although these are traded, they are not regularly traded in
significant volumes and hence have been classified as level 2.
31 March 2023 Level 1 Level 2 Level 3 Total
GBP000s GBP000s GBP000s GBP000s
Fair value through profit or loss
----------- -------- -------- --------
- Investments 5,847 1,992 - 7,839
----------- -------- -------- --------
As at 31 March 2023, within the Company's financial assets
classified as Level 2, securities totalling GBP1,162,559 were
traded on the London Stock Exchange or AIM Market and securities of
GBP829,100 were traded on the Aquis Exchange. The Level 2
securities were valued at the traded price as at the year end and
no adjustment were deemed necessary to these prices. However,
although these were traded, they were not regularly traded in
significant volumes and hence were classified as level 2.
The valuation and classification of the investments are reviewed
on a regular basis. The Board determines whether or not transfers
have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input which is
significant to the fair value measurement as a whole) at the end of
each reporting period.
8. Trade and other receivables
30 September
2023 31 March 2023
GBP000s GBP000s
(Unaudited) (Audited)
------------- ------------- --------------
Prepayments 31 54
Total 31 54
--------------- ------------- --------------
The carrying values of trade and other receivables are
considered to be approximately equal to their fair value.
9. Trade and other payables
30 September
2023 31 March 2023
GBP000s GBP000s
(Unaudited) (Audited)
-------------------------------------- ------------- --------------
Investment Advisor's fee (note 13) 16 15
Administration fees 38 18
Audit fee 24 42
Directors' fees payable (note 13) - 2
Other 75 101
Total 153 178
-------------------------------------- ------------- --------------
Trade and other payables are non-interest bearing and are
normally settled on 30-day terms. The carrying values of trade and
other payables are considered to be approximately equal to their
fair value.
10. Share capital
6 months ended Year ended
30 September 2023 31 March 2023
Number of shares Number of shares
(Unaudited) (Audited)
Shares of no par value issued and fully paid
Balance at the start of the period/year 33,740,929 33,740,929
Balance at the end of the period/year 33,740,929 33,740,929
---------------------------------------------- ------------------ -----------------
6 months ended Year ended
30 September 2023 31 March 2023
GBP000s GBP000s
(Unaudited) (Audited)
-------------------------------------------------------------------------- ------------------ --------------
Balance at the start of the period/year 14,819 13,466
(Loss)/profit for the period/year and other comprehensive (loss)/ income (450) 1,353
Balance at the end of the period/year 14,369 14,819
-------------------------------------------------------------------------- ------------------ --------------
No shares were issued by the Company during the period (31 March
2023: none).
11. Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 30 September 2023 is
based on the net assets attributable to the ordinary shareholders
of GBP14.369 million (31 March 2023: GBP14.819 million) and on
33,740,929 (31 March 2023: 33,740,929) ordinary shares in issue at
the Consolidated Statement of Financial Position date.
12. Financial risk management
The Company's financial risk management objectives and policies
are consistent with those disclosed in the Company's Audited Annual
Financial Statements for the year ended 31 March 2023.
13. Related party transactions
The Directors are responsible for the determination of the
Company's investment objective and policy and have overall
responsibility for the Group's activities including the review of
investment activity and performance.
Mr Nixon, a Director of the Company, is also Founding Partner
and a Designated Member of Worsley Associates LLP ("Worsley"). The
total charge to the Consolidated Income Statement during the period
in respect of Investment Advisor fees to Worsley was GBP92,722 (30
September 2022: GBP85,450) of which GBP15,657 (31 March 2023:
GBP15,277) remained payable at the period end.
Upon appointment of Worsley as Investment Advisor (31 May 2019),
Mr Nixon waived his future Director's fee for so long as he is a
member of the Investment Advisor.
The Directors who served on the Board during the period,
together with their beneficial interests at 30 September 2023 and
at 31 March 2023, were as follows:
30 September 2023 31 March 2023
Ordinary Ordinary
shares % of shareholdings shares % of shareholdings
Blake Nixon 10,083,126 29.88% 10,083,126 29.88%
William Scott 718,811 2.13% 678,811 2.01%
Robert Burke - - - -
The aggregate remuneration and benefits in kind of the Directors
and directors of its subsidiaries in respect of the Company's
period ended 30 September 2023 amounted to GBP24,690 (30 September
2022: GBP22,975) in respect of the Group of which GBP17,500 (30
September 2022: GBP17,500) was in respect of the Company. No mounts
were payable at the period end (31 March 2023: GBP1,912).
All the above transactions were undertaken at arm's length.
14. Capital commitments and contingent liability
As at 30 September 2023 the Company has no capital commitments
(31 March 2023: no commitments).
15. Segmental analysis
As at 30 September 2023, the Group has two segments (31 March
2023: two).
The following summary describes the operations in each of the
Group's reportable segments for the current period:
Property Group Management of the Group's property asset.
Parent Company Parent Company, which holds listed equity investments
Information regarding the results of each reportable segment is
shown below. Performance is measured based on segment profit/(loss)
for the period, as included in the internal management reports that
are reviewed by the Board, which is the Chief Operating Decision
Maker ("CODM"). Segment profit is used to measure performance as
management believes that such information is the most relevant in
evaluating the results of certain segments relative to other
entities that operate within these industries.
The accounting policies of the reportable segments are the same
as the Group's accounting policies.
(a) Group's reportable segments
Continuing Operations
30 September 2023 Property Group Parent Company Total
GBP000 GBP000 GBP000
External revenue
Gross property income 394 - 394
Property operating expenses (98) - (98)
Net loss on investments at fair value through profit or loss - (188) (188)
Unrealised valuation loss on investment property (260) - (260)
Lease incentive movement 64 - 64
--------------- --------------- -------
Total segment revenue 100 (188) (88)
Expenses
General and administrative expenses (72) (210) (282)
--------------- --------------- -------
Total operating expenses (72) (210) (282)
Profit/(loss) before tax 28 (398) (370)
Income tax charge (53) - (53)
Tax credit 75 - 75
--------------- --------------- -------
Profit/(loss) after tax 50 (398) (348)
Profit/(loss) for the period 50 (398) (348)
--------------- --------------- -------
Total assets 6,525 8,092 14,617
--------------- --------------- -------
Total liabilities 153 95 248
--------------- --------------- -------
Continuing Operations
30 September 2022 Property Group Parent Company Total
GBP000 GBP000 GBP000
External revenue
Gross property income 380 - 380
Property operating expenses (73) - (73)
Net loss on investments at fair value through profit or loss - (75) (75)
Unrealised valuation loss on investment property (170) - (170)
Lease incentive movement 25 - 25
--------------- --------------- -------
Total segment revenue 162 (75) 87
Expenses
General and administrative expenses (63) (197) (260)
--------------- --------------- -------
Total operating expenses (63) (197) (260)
Profit/(loss) before tax 99 (272) (173)
Income tax charge (36) - (36)
--------------- --------------- -------
Profit/(loss) after tax 63 (272) (209)
Profit/(loss) for the period 63 (272) (209)
--------------- --------------- -------
Total assets 7,789 6,216 14,005
--------------- --------------- -------
Total liabilities 269 159 428
--------------- --------------- -------
(b) Geographical information
The Company is domiciled in Guernsey. The Group has subsidiaries
incorporated in Europe.
The Group's revenue from external customers from continuing
operations and information about its segment non-current assets by
geographical location (of the country of incorporation of the
entity earning revenue or holding the asset) are detailed
below:
Revenue from External Customers Non-Current Assets
For the six months ended
30 September 2023 30 September 2023
GBP000 GBP000
-------- -------------------------------- -------------------
Europe 394 6,413
394 6,413
-------------------------------- -------------------
Revenue from External Customers Non-Current Assets
For the six months ended
30 September 2022 31 March 2023
GBP000 GBP000
-------- ---------------------------------------- -------------------
Europe 380 6,770
380 6,770
---------------------------------------- -------------------
16. Net asset value reconciliation
The following is a reconciliation of the net asset value per
share attributable to ordinary shareholders as presented in these
Financial Statements to the net asset value per share reported to
the London Stock Exchange:
NAV per Ordinary Share
30 September 2023 (pence)
------------------------------------------------------------------------------ -----------------------
Net Asset Value reported to London Stock Exchange (unaudited) 42.37
Increase in current assets 0.22
------------------------------------------------------------------------------ -----------------------
Net Assets Attributable to Shareholders per Financial Statements (unaudited) 42.59
------------------------------------------------------------------------------ -----------------------
17. Subsequent events
There were no post period end events which require disclosure in
these Financial Statements.
Portfolio statement (unaudited)
as at 30 September 2023
Fair value % of Group
Currency GBP'000 Net Assets
------------------------------------- ---------- ----------- ------------
Property
UCI Curno EUR 6,413 44.63%
Less: lease incentive EUR (663) (4.61%)
----------- ------------
Total 5,750 40.02%
----------- ------------
Securities
Smiths News Plc GBP 4,299 29.92%
Northamber Plc GBP 667 4.64%
Amedeo Air Four Plus Limited GBP 637 4.43%
Shepherd Neame Limited GBP 580 4.04%
Daniel Thwaites PLC GBP 502 3.49%
J. Smart & Co (Contractors) PLC GBP 256 1.78%
LMS Capital plc GBP 151 1.05%
7,092 49.35%
Total disclosed securities
Other securities (none greater than
2% of Net Assets) GBP 658 4.58%
Total securities 7,750 53.93%
----------- ------------
Total investments 13,500 93.95%
----------- ------------
Investment Policy
Investment Objective and Policy Change
Investment Objective
The Company's investment objective is to provide shareholders
with an attractive level of absolute long-term return, principally
through the capital appreciation and exit of undervalued
securities. The existing real estate asset of the Company will be
realised in an orderly manner, that is with a view to optimising
the disposal value of such asset.
Investment Policy
The Company aims to meet its objectives through investment
primarily, although not exclusively, in a diversified portfolio of
securities and related instruments of companies listed or admitted
to trading on a stock market in the British Isles (defined as (i)
the United Kingdom of Great Britain and Northern Ireland; (ii) the
Republic of Ireland; (iii) the Bailiwicks of Guernsey and Jersey;
and (iv) the Isle of Man). The majority of such companies will also
be domiciled in the British Isles. Most of these companies will
have smaller to mid-sized equity market capitalisations (the
definition of which may vary from market to market, but will in
general not exceed GBP600 million). It is intended to secure
influential positions in such British quoted securities with the
deployment of activism as required to achieve the desired
results.
The Company, Property Trust Luxembourg 2 SARL and Multiplex 1
SRL ("the Group") may make investments in listed and unlisted
equity and equity-related securities such as convertible bonds,
options and warrants. The Group may also use derivatives, which may
be exchange traded or over-the-counter.
The Group may also invest in cash or other instruments including
but not limited to: short, medium or long term bank deposits in
Pound sterling and other currencies, certificates of deposit and
the full range of money market instruments; fixed and floating rate
debt securities issued by any corporate entity, national
government, government agency, central bank, supranational entity
or mutual society; futures and forward contracts in relation to any
other security or instrument in which the Group may invest; put and
call options (however, the Group will not write uncovered call
options); covered short sales of securities and other contracts
which have the effect of giving the Group exposure to a covered
short position in a security; and securities on a when-issued basis
or a forward commitment basis.
The Group pursues a policy of diversifying its risk. Save for
the Curno Asset until such time as it is realised, the Group
intends to adhere to the following investment restrictions:
-- not more than 30 per cent. of the Gross Asset Value at the
time of investment will be invested in the securities of a single
issuer (such restriction does not, however, apply to investment of
cash held for working capital purposes and pending investment or
distribution in near cash equivalent instruments including
securities issued or guaranteed by a government, government agency
or instrumentality of any EU or OECD Member State or by any
supranational authority of which one or more EU or OECD Member
States are members);
-- the value of the four largest investments at the time of
investment will not constitute more than 75 per cent of Gross Asset
Value;
-- the value of the Group's exposure to securities not listed or
admitted to trading on any stock market will not exceed in
aggregate 35 per cent. of the Net Asset Value;
-- the Group may make further direct investments in real estate
but only to the extent such investments will preserve and/or
enhance the disposal value of its existing real estate asset. Such
investments are not expected to be material in relation to the
portfolio as a whole but in any event will be less than 25 per
cent. of the Gross Asset Value at the time of investment. This
shall not preclude Property Trust Luxembourg 2 SARL and Multiplex 1
SRL (the "Subsidiaries") from making such investments for
operational purposes;
-- the Company will not invest directly in physical commodities,
but this shall not preclude its Subsidiaries from making such
investments for operational purposes;
-- investment in the securities, units and/or interests of other
collective investment vehicles will be permitted up to 40 per cent.
of the Gross Asset Value, including collective investment schemes
managed or advised by the Investment Advisor or any company within
the Group; and
-- the Company must not invest more than 10 per cent. of its
Gross Asset Value in other listed investment companies or listed
investment trusts, save where such investment companies or
investment trusts have stated investment policies to invest no more
than 15 per cent. of their gross assets in other listed investment
companies or listed investment trusts.
The percentage limits above apply to an investment at the time
it is made. Where, owing to appreciation or depreciation, changes
in exchange rates or by reason of the receipt of rights, bonuses,
benefits in the nature of capital or by reason of any other action
affecting every holder of that investment, any limit is breached by
more than 10 per cent., the Investment Advisor will, unless
otherwise directed by the Board, ensure that corrective action is
taken as soon as practicable.
Borrowing and Leverage
The Group may engage in borrowing (including stock borrowing),
use of financial derivative instruments or other forms of leverage
provided that the aggregate principal amount of all borrowings
shall at no point exceed 50 per cent. of Net Asset Value. Where the
Group borrows, it may, in order to secure such borrowing, provide
collateral or security over its assets, or pledge or charge such
assets.
Corporate Information
Directors (All non-executive) Registered Office
W. Scott (Chairman) 1 Royal Plaza
R. H. Burke Royal Avenue
B. A. Nixon St Peter Port
Guernsey, GY1 2HL
Investment Advisor Administrator and Secretary
Worsley Associates LLP Sanne Fund Services (Guernsey) Limited
First Floor 1 Royal Plaza
Barry House Royal Avenue
20 - 22 Worple Road St Peter Port
Wimbledon, SW19 4DH Guernsey, GY1 2HL
United Kingdom
Financial Adviser Corporate Broker
Shore Capital and Corporate Limited Shore Capital Stockbrokers Limited
Cassini House Cassini House
57 St James's Street 57 St James's Street
London, SW1A 1LD London SW1A 1LD
United Kingdom United Kingdom
Independent Auditor Registrar
BDO Limited Computershare Investor Services (Guernsey)
Place du Pré Limited
Rue du Pré 1(st) Floor
St Peter Port Tudor House
Guernsey, GY1 3LL Le Bordage
St Peter Port
Guernsey, GY1 1DB
Registration Number
43007
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END
IR BIBDDCSBDGXX
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December 14, 2023 02:00 ET (07:00 GMT)
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