TIDMPGHZ TIDMPCGH
RNS Number : 0185L
PCGH ZDP PLC
19 December 2018
PCGH ZDP PLC
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Annual Report and Financial Statements
for the year ended 30 September 2018
COMPANY INFORMATION
PCGH ZDP Plc (the 'Company') is a public limited company
incorporated in England and Wales on 30 March 2017, with
registration number 10700107. The principal legislation under which
the Company operates is the Companies Act 2006. The Company has a
standard listing on the London Stock Exchange.
KEY CONTACTS
Board of Directors Registered Office
James Robinson (Chairman) 16 Palace Street
Lisa Arnold (appointed 1 February London
2018) SW1E 5JD
Anthony Brampton
Neal Ransome (appointed 13
December 2017)
Investment Manager and AIFM Company Secretary
Polar Capital LLP Polar Capital Secretarial Services
16 Palace Street Limited
London 16 Palace Street
SW1E 5JD London
SW1E 5JD
Independent Auditors Depositary
PricewaterhouseCoopers LLP HSBC Bank plc
Atria One, 144 Morrison Street 8 Canada Square
Edinburgh London
EH3 8EX E14 5HQ
Registrar Legal Adviser
Equiniti Limited Herbert Smith Freehills LLP
Aspect House, Spencer Road Exchange House, Primrose Street
Lancing, West Sussex London
BN99 6DA EC2A 2EG
Company identification codes: TICKER: PGHZ LEI: 5493004C3YRF9HEVQI09
SEDOL: BDHXP96 ISIN: GB00BDHXP963
For further information please contact:
Tracey Lago - Company Secretary John Regnier-Wilson
Polar Capital Global Healthcare Polar Capital LLP
Trust plc
Tel: 020 7227 2700 Tel: 020 7227 2725
STRATEGIC REPORT for the year ended 30 September 2018
The Strategic Report has been prepared under s414A of the
Companies Act 2006 (Strategic Report and Directors Report)
Regulations 2013 and the Companies Act 2006 (the 'Act'). Its
purpose is to inform members of the Company and help them assess
how the directors have performed their duty under s172 of the
Act.
This Strategic Report is intended to provide information about
the Company's strategy and business, its performance and the
results for the year under review. The Company is a public limited
company with the sole purpose of issuing Zero Dividend Preference
('ZDP') shares. The Company is managed by a board of non-executive
directors and the day to day operations of the Company are
delegated to the Investment Manager, Polar Capital LLP. The
Company's entire ordinary share capital is owned by Polar Capital
Global Healthcare Trust plc (the 'parent' or 'PCGH') while the
Company's ZDP shares are listed on the London Stock Exchange. PCGH
and the Company form the Group (the 'Group').
Chairman's Statement
My report on the activities of the Group for the year ended 30
September 2018 is provided in the Annual Report of the parent
company which can be found on the National Storage Mechanism
('NSM') at www.morningstar.co.uk/uk/nsm and the following website
www.polarcapitalhealthcaretrust.co.uk.
Performance and Dividends
The sole purpose of the Company is to issue ZDP shares and to
advance the proceeds of the issue by way of a loan to PCGH. The
sole objective of the Company is to repay the ZDP shares on 19 June
2024 (the 'ZDP Repayment Date') their entitlement of 122.99p per
ZDP share (the 'Final Capital Entitlement') and the performance of
the Company in meeting this objective is directly linked to the
performance of the portfolio of the parent company. The Directors
do not recommend the payment of a dividend on either class of
shares.
Key Performance Indicators
Due to the limited nature of the Company's activities, the Board
does not consider it necessary to assess the performance of its
activities using key performance indicators.
Loan Agreement
The Company and PCGH entered into an intra-group loan agreement
(the 'Agreement') on 20 June 2017. Under the Agreement the gross
initial ZDP placing proceeds were lent to PCGH. The Agreement
provides that interest will accrue daily at an annual rate of 2.5%
compounded annually on each anniversary of the ZDP shares admission
to listing and will be rolled up and paid to the Company along with
any repayment of the principal amount on a date falling 2 business
days before the ZDP Repayment Date. PCGH has further provided an
Undertaking (the 'Undertaking') to provide additional funding in
the event of a short-fall between the final capital entitlement of
122.99 pence per ZDP share and the aggregate principal amount and
interest due pursuant to the Agreement at that date. Further
information is provided in the notes to the financial
statements.
The Board and Diversity
The Company has no employees. The Board comprises one female and
three male non-executive Directors. In the event that new directors
are appointed the Board would have regard to the benefits of
diversity, including gender, when seeking to make any such
appointment.
Management and Service Providers
As the Company's only purpose is to issue ZDP Shares, all of the
day to day operational, administration and other activities are
outsourced to third party service providers. The key service
providers are listed above.
Corporate and Social Responsibility and Modern Slavery
As a financing vehicle, the Company has no direct social,
community, employee or environmental responsibilities. The Company
has no direct investments as its sole purpose is to provide
financing to the Group through the issue of ZDP shares. As the
Company does not make any investments it does not subscribe to a
socially responsible investment policy and does not exercise any
voting powers. The Company does not provide goods or services in
the normal course of business and does not have any customers.
Accordingly, it is considered that the Company is not required to
make any statements in relation to modern slavery, human
trafficking or human rights.
The Environment and Greenhouse Gas Emissions
The Company's core activities are undertaken by its Investment
Manager, which seeks to limit the use of non-renewable resources
and to reduce waste where possible. The Companies Act 2006
(Strategic Report and Directors' Reports) Regulations 2013 require
companies listed on the Main Market of the London Stock Exchange to
report on the greenhouse gas ('GHG') emissions for which they are
responsible. The Company is a financing vehicle as described above,
with neither employees nor premises, consequently, it has no GHG
emissions to report from its operations nor does it have
responsibility for any other emissions.
Principal Risks and Uncertainties
The Board acknowledges its ultimate responsibility for managing
the risks associated with the Company. The principal risks and
uncertainties as identified by the Board are:
Capital Value:
The primary risk to the ZDP shareholders is that the assets of
the Company are insufficient to repay the final capital entitlement
of the ZDP Shares of 122.99 pence per share on the repayment date
of 19 June 2024. The payment will be dependent on the parent
company's ability to comply with its obligations under the
Agreement and the Undertaking.
Investment tenure:
There is a risk that there may not be a liquid secondary market
for the ZDP Shares. The investment should therefore be regarded as
long-term in nature and should not be considered a suitable
short-term investment.
Further details of financial risk management policies and
procedures are set out in note 10.
Future Developments
The Company does not have, and does not expect to have, any
other business interests, and the current activities of the Company
are expected to continue until the scheduled ZDP Repayment Date of
19 June 2024 at which time the Company will enter into voluntary
liquidation to wind up its operations.
Approved by the Board of Directors and signed on its behalf
by
James Robinson
Chairman
19 December 2018
REPORT OF THE DIRECTORS for the year ended 30 September 2018
The Directors have pleasure in submitting the Annual Financial
Report of the Company for the year to 30 September 2018.
Principal Activity
The Company was incorporated for the sole purpose of issuing ZDP
shares to raise finance for the Group and consequently it has no
investment policy. The Company has a limited life and unless prior
alternative arrangements are made, the Directors shall convene a
general meeting of the Company on 19 June 2024 for the purposes of
proposing a resolution to wind up the Company voluntarily. The
Company's only material financial obligations are in respect of the
ZDP shares and the only material assets are its loan to the parent
company.
Directors
The Directors who served in office during the year under review
were as follows:
James Robinson (Chairman)
Lisa Arnold (appointed 1 February 2018)
Anthony Brampton
Neal Ransome (appointed 13 December 2017)
John Aston (retired 28 February 2018)
Antony Milford (retired 28 February 2018)
No Director had a service contract with the Company, nor are any
such contracts proposed. Each Director was appointed pursuant to a
letter of appointment entered into with the Company.
Apart from the exception noted below none of the Directors had a
direct material beneficial interest in any contract to which the
Company was a party and which is or was significant in relation to
the Company's business during the year under review.
James Robinson and Anthony Brampton were serving non-executive
Directors of PCGH on the date the Agreement and Undertaking were
agreed and signed and declared their interest at that time. All of
the current Directors are Directors of PCGH and therefore have an
indirect non-beneficial interest in the Agreement and Undertaking
entered into by the Company and PCGH. The Directors are also
shareholders in PCGH and their interests in that company's shares
are set out in the annual report of that company.
All Directors retired and stood for election at the first AGM of
the Company held in February 2018. In accordance with the Articles
of Association each Director is required to retire and may offer
themselves for re-election at every third AGM.
Directors' Share Interests
None of the Directors had an interest in the share capital of
the Company at any time during the year, or between the year end
and the date of this report.
Directors' Indemnity
Directors' and Officers' Liability insurance has been put in
place. In addition, the Group provides, subject to the provisions
of applicable UK legislation, an indemnity for Directors in respect
of costs incurred in the defence of any proceedings brought against
them and also liabilities owed to third parties, in either case
arising out of their positions as Directors. This was in place
throughout the financial year under review, up to and including the
date of the Financial Statements.
Share Capital
The Company was incorporated with a share capital of 50,000
ordinary shares of nominal value GBP1.00 each; on 16 June 2017,
following an initial placing, 32,128,437 Zero Dividend Preference
('ZDP') shares were issued for consideration of 100 pence each and
a nominal value of 1 pence each. The ZDP shares were admitted to a
standard listing on the London Stock Exchange on 19 June 2017.
The ZDP Shares have a limited life of seven years and, on that
basis, a final capital entitlement of 122.99 pence per ZDP share on
the ZDP Repayment Date, equivalent to a redemption yield of 3.0 per
cent. per annum (compounded annually) on the initial ZDP placing
price of 100 pence per share. The Redemption Yield of a ZDP Share
is not, and should not be taken as, a forecast of profits. The
final capital entitlement is not a guaranteed or a secured
repayment amount and there can be no assurance that the final
capital entitlement will be repaid in full on the ZDP Repayment
Date (or at all).
The final capital entitlement will rank behind any liabilities
of the Group and in priority to the capital entitlements of the
Company's ordinary shares.
The ZDP shares carry no entitlement to income and the whole of
their return accordingly takes the form of capital. The ZDP
shareholders are not entitled to receive any part of the revenue
profits (including any accumulated revenue reserves) of the Company
on a winding-up, even if the accrued capital entitlement of the ZDP
Shares will not be met in full.
The ZDP shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain matters affecting their class in accordance with
paragraph 1.5 of Part VI (The ZDP Shares and Principal Bases and
Assumptions) of the Prospectus published on 12 May 2017. Further
information on the rights attaching to the ZDP Shares are set out
in Part VI of the Prospectus which is available on the parent
company's website www.polarcapitalhealthcaretrust.com.
Substantial Share Interests
The Company's ordinary share capital is wholly owned by the
parent company; the Company's ZDP share capital has limited voting
capacity and as a result, such shareholders are not required to
disclose holdings to the Company or the market; the ZDP share
capital is publicly traded on the London Stock Exchange.
Going Concern
The Board has considered the ability of the Company to adopt the
going concern basis for the preparation of the Financial Statements
and considered the financial position of the Company, its cash
flows and its liquidity position. The Board has also considered in
making its assessment any material uncertainties and events that
might cast significant doubt upon the Company's ability to continue
as a going concern. With regard to the information available and
the assessment of the financial position of the Company the Board
believes the going concern basis should be adopted for the
preparation of the Financial Statements for the year ended 30
September 2018 and that the Company can continue in operational
existence for the next 12 months.
The Company has a standard listing on the London Stock Exchange
and is therefore not required to comply with the enhanced UK
corporate governance requirement to provide a longer-term viability
statement. The Company was incorporated with a limited life of
seven years ending on 19 June 2024 on which date the ZDP Shares
will be repaid and the Board will convene a general meeting to
propose a resolution to voluntarily wind up the operations of the
Company.
Statement on Corporate Governance and Internal Controls
As referred to above the Company's ZDP shares are subject to a
standard listing and the Board is therefore not required to provide
a statement of compliance with the principles of the UK Corporate
Governance Code.
The Board has overall responsibility for the Company's internal
controls. The Board aims to maintain full and effective control
over appropriate strategic, financial, operational and compliance
issues. There is no separate Audit or other Committee given the
activities of the Company are limited.
It is the Company's policy to achieve the best terms available
for all services provided to the Company from suppliers and there
is therefore no single policy adopted when negotiating terms. The
Company had no trade creditors at the year end.
Annual General Meeting ('AGM')
The second AGM of the Company will be held at 2pm or if earlier
at the conclusion of the parent company AGM on 27 February 2019. A
Notice of Meeting incorporated at the end of this Annual Report
sets out in full the resolutions to be proposed at the meeting.
Resolutions shall be proposed to receive the Report of the
Directors and Annual Financial Report, receive and approve the
Directors' Remuneration Implementation Report, to re-appoint the
auditors and authorise the Directors to set their fees. The
Directors are also seeking authorisation to make market purchases
of the Company's ZDP shares.
Independent Auditors
Each of the Directors, at the date of approval of this report,
confirms that:
a) so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
b) the Director has taken all the steps that he ought to have
taken as a Director to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies Act
2006.
PricewaterhouseCoopers LLP have expressed their willingness to
continue in office as auditor. In accordance with s489 of the
Companies Act 2006, a resolution proposing their reappointment will
be proposed to the annual general meeting.
The financial statements on pages 14 to 22 were approved by the
Board of Directors on 19 December 2018 and signed on its behalf
by:
Tracey Lago, ACIS
Company Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each six-month and annual period. Under that law the
Directors have prepared the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. Under company law the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period.
In preparing the financial statements, the Directors are required
to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements and the Directors' Remuneration Report
comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
The Directors consider that the annual report and financial
statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess
the Company's performance, business model and strategy.
The financial statements were approved by the Board on 19
December 2018 and the responsibility statements were signed on its
behalf by James Robinson, Chairman of the Board.
Approved by the Board of Directors and signed on its behalf
by:
James Robinson,
Chairman
DIRECTORS' REMUNERATION IMPLEMENTATION REPORT
The Board has prepared this report, in accordance with the
requirements of Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendments) Regulations 2013.
Ordinary resolutions for the approval of the Directors'
Remuneration Policy every three years and the Remuneration
Implementation Report annually, shall be put to shareholders at the
AGM.
The law requires the Group's Auditors, PricewaterhouseCoopers
LLP, to audit certain disclosures provided. Where disclosures have
been audited, they are indicated as such. The Auditor's opinion is
included in their report on page 10.
Report from the Company Chairman
As set out in the Directors' Report, the Company has a standard
listing and is not required to comply with the UK Corporate
Governance Code and does not intend to do so. The parent company
considers the Directors' remuneration for the Group as a whole and
the Directors see no benefit in creating a separate Remuneration
Committee. The Board, with Mr Robinson as Chairman, considers and
approves Directors' remuneration, for services provided to the
Company.
Directors' Remuneration Policy
The Remuneration Policy was approved at the AGM in February 2018
for the period from incorporation to 30 September 2020 and, in
accordance with the regulations, an ordinary resolution to approve
the Directors' remuneration policy will be put to shareholders at
least once every three years. The resolution will therefore be put
to shareholders again at the AGM to be held in 2021 for the period
1 October 2020 to 30 September 2023.
The Company's remuneration policy is that no fees or expenses or
any other financial benefits are payable to the Directors in
connection with their duties to the Company. Directors are not
eligible for bonuses, pension benefits, share options or long-term
incentive schemes as the Board does not consider such arrangements
or benefits necessary or appropriate.
The Directors receive fees relating to their duties to the
parent company. This policy will continue for future years and is
set out in full in the Directors' Remuneration Report of the parent
company.
Directors' service contracts and terms
None of the Directors have a contract of service with the
Company or the parent company, nor has there been any contract or
arrangement between the Company and any Director at any time during
the period. The terms of their appointment provide that a Director
shall retire and be subject to re-election at the first AGM after
their appointment, and at least every three years after that. A
Director's appointment can be terminated in accordance with the
Articles and without compensation.
Directors' interests and emoluments for the year (audited)
None of the Directors had interests in the ZDP shares at the
year end of 30 September 2018 and no personal account transactions
have been undertaken since the year end. The ordinary shares are
wholly owned by the parent company. No fees are payable to the
Directors regarding their duties to the Company.
The Directors' interests in the shares of the parent company are
shown in the Annual Report of the parent company.
Company's performance
As a finance company which has lent all of its assets to the
parent company the performance of the Company is therefore best
reflected by looking at the performance of the parent company. The
Directors' remuneration report within the Annual Report of the
parent company contains a graph comparing the total return
(assuming all dividends are reinvested) to the parent company
ordinary shareholders, compared to the total shareholder return of
the MSCI ACWI Healthcare Index. A copy of the parent company's
Annual Report can be found on the following website
www.polarcapitalhealthcaretrust.co.uk and the National Storage
Mechanism (NSM) at www.morningstar.co.uk/uk/nsm.
In accordance with the regulations a graph is provided in the
Annual Report which compares the share price of ZDP shares with the
MSCI ACWI Healthcare Index over the period since listing of the ZDP
shares on 19 June 2017 to the end of the period on 30 September
2018. The MSCI ACWI Healthcare Index has been selected as it is
considered to represent a broad equity market index against which
the performance of the parent company's assets may be adequately
assessed.
There has been no demonstration of relative importance of spend
on pay for the Company as no remuneration is payable to
Directors.
Approval
The Directors' Remuneration Report was approved by the Board on
19 December 2018.
On behalf of the Board of Directors
James Robinson
Chairman
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF PCGH ZDP PLC
for the year ended 30 September 2018
Report on the audit of the financial statements
Opinion
In our opinion, PCGH ZDP PLC's financial statements:
-- give a true and fair view of the state of the company's
affairs as at 30 September 2018 and of its result and cash flows
for the year then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report and Financial Statements (the "Annual Report"), which
comprise: the balance sheet as at 30 September 2018; the statement
of comprehensive income, the cash flow statement, the statement of
changes in equity for the year then ended; and the notes to the
financial statements, which include a description of the
significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities under ISAs (UK) are further described in the
Auditors' responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We remained independent of the company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC's Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC's Ethical Standard were
not provided to the company.
We have provided no non-audit services to the company in the
period from 1 October 2017 to 30 September 2018.
Our audit approach
Overview
Materiality -- Overall materiality: GBP334,000 (2017: GBP325,000),
based on 1% of total assets.
Audit scope
* The Company is a subsidiary of Polar Capital Global
Healthcare Trust plc.
* We conducted our audit of the financial statements
using information from HSBC (the "Administrator") to
whom Polar Capital LLP ("the Manager") has, with the
consent of the Directors, delegated the provision of
certain administrative functions.
* We tailored the scope of our audit taking into
account the types of balances within the Company, the
involvement of the third parties referred to above,
the accounting processes and controls, and the
industry in which the Company operates.
------------------------------------------------------------------
Key audit -- ZDP preference shares (including loan to Parent
matters Company, loan interest income and appropriation
of ZDPs).
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The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We gained an understanding of the legal and regulatory framework
applicable to the company and the industry in which it operates and
considered the risk of acts by the company which were contrary to
applicable laws and regulations, including fraud. We designed audit
procedures to respond to the risk, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. We focused on
laws and regulations that could give rise to a material
misstatement in the company's financial statements, including, but
not limited to, the Companies Act 2006. There are inherent
limitations in the audit procedures described above and the further
removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely we would become aware of it.
We did not identify any key audit matters relating to
irregularities, including fraud. As in all of our audits we also
addressed the risk of management override of internal controls,
including testing journals and evaluating whether there was
evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors'
professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters. This is not a complete list of all risks identified
by our audit.
Key audit matter How our audit addressed the key
audit matter
ZDP shares
Refer to page 18 (Accounting Policies) We performed testing to agree
and page 20 (Notes to the Accounts). the loan balance to the loan agreement
The ZDP shares were issued on 19 and payment schedule between the
June 2017 with a pre-determined Company and Polar Capital Global
capital growth of 3% compounding Healthcare Trust plc. We also
annually. The provision for the performed testing over the income
capital growth entitlement is accounted received from the Parent Company
for as a finance cost. We focused and the appropriation to ZDP shares
on the appropriateness of the accounting to test that they have been accounted
policy for the ZDP shares and the for in accordance with this stated
loan due from the Parent, and the accounting policy.
presentation of these balances in No material misstatements were
the financial statements as set identified by our testing which
out in the requirements of accounting required reporting to those charged
standards with governance..
-----------------------------------------
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
company, the accounting processes and controls, and the industry in
which it operates.
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)").
We designed our audit by determining materiality and assessing
the risks of material misstatement in the financial statements. In
particular, we looked at where the Directors made subjective
judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering future
events that are inherently uncertain. As in all of our audits we
also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias
by the Directors that represented a risk of material misstatement
due to fraud.
The risks of material misstatement that had the greatest effect
on our audit, including the allocation of our resources and effort,
are identified as "key audit matters" in the table above. We have
also set out how we tailored our audit to address these specific
areas in order to provide an opinion on the financial statements as
a whole, and any comments we make on the results of our procedures
should be read in this context. This is not a complete list of all
risks identified by our audit.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall materiality GBP334,000 (2017: GBP325,000)
How we determined 1% of total assets.
it
---------------------------------------------------
Rationale for benchmark We have applied this benchmark, which is deemed
applied appropriate given the nature of the entity and
the balances held.
---------------------------------------------------
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above GBP16,700 (2017:
GBP16,225) as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which ISAs (UK) require us to report to you when:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the company's
ability to continue as a going concern.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our auditors'
report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit
opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we
identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic Report and Report of the
Directors, we also considered whether the disclosures required by
the UK Companies Act 2006 have been included.
Based on the responsibilities described above and our work
undertaken in the course of the audit, the Companies Act 2006 and
ISAs (UK) require us also to report certain opinions and matters as
described below.
Strategic Report and Report of the Directors
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic Report and Report
of the Directors for the year ended 30 September 2018 is consistent
with the financial statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of the company and
its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic Report and
Report of the Directors.
Directors' Remuneration
In our opinion, the part of the Directors' Remuneration Report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Directors' Responsibilities
Statement set out on page 7, the directors are responsible for the
preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true
and fair view. The directors are also responsible for such internal
control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, 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.
Auditors' responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors' report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and
only for the company's members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
Following the recommendation of the audit committee, we were
appointed by the directors on 30 March 2017 to audit the financial
statements for the period 30 March to 30 September 2017 and
subsequent financial periods. The period of total uninterrupted
engagement is 1.5 years, covering the period 30 March to 30
September 2017 to the year ended 30 September 2018.
Catrin Thomas (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
19 December 2018
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 September 2018
Year ended Period 30
30 September March to
2018 30 September
2017
Notes GBP GBP
-------------- --------------
Loan interest 1 808,878 226,660
Contribution from parent 2 163,134 45,331
-------------- --------------
Total income 972,012 271,991
-------------- --------------
Total expenses 3 - -
-------------- --------------
Profit before finance costs and tax 972,012 271,991
Finance costs
Appropriation to ZDP shares 4 (972,012) (271,991)
-------------- --------------
Total finance costs (972,012) (271,991)
-------------- --------------
Result before taxation - -
Taxation 5 - -
-------------- --------------
Net result for the year/period and
total comprehensive income - -
-------------- --------------
The amounts dealt with in the Statement of Comprehensive Income
are all derived from continuing activities.
The notes to follow form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2018
Year ended 30 September 2018
--------------------------------------
Called up Capital
share capital reserve Total equity
Notes GBP GBP GBP
-------------- -------- ------------
Total equity at 1 October 2017 50,000 - 50,000
Total comprehensive income:
Result for the year ended 30 September
2018 - - -
Transactions with owners, recorded
directly to equity:
Ordinary shares issued during the
year 8 - - -
-------------- -------- ------------
Total equity at 30 September 2018 50,000 - 50,000
-------------- -------- ------------
Period 30 March to 30 September
2017
--------------------------------------
Called up Capital
share capital reserve Total equity
Notes GBP GBP GBP
-------------- -------- ------------
Total equity at 30 March 2017 - - -
Total comprehensive income:
Result for the period 30 March to
30 September 2017 - - -
Transactions with owners, recorded
directly to equity:
Ordinary shares issued 50,000 @ GBP1
per share 8 50,000 - 50,000
-------------- -------- ------------
Total equity at 30 September 2017 50,000 - 50,000
-------------- -------- ------------
The notes to follow form part of these financial statements.
BALANCE SHEET
As at 30 September 2018
30 September 2018 30 September
2017
Notes GBP
----------------- -------------
Non-current assets
Loan to parent company 6 33,372,440 32,400,428
Current assets
Cash and cash equivalents 50,000 50,000
----------------- -------------
Total assets 33,422,440 32,450,428
----------------- -------------
Non-current liabilities
Zero dividend preference shares 7 (33,372,440) (32,400,428)
----------------- -------------
Total liabilities (33,372,440) (32,400,428)
----------------- -------------
Net assets 50,000 50,000
----------------- -------------
Equity attributable to equity
shareholders
Called up share capital 8 50,000 50,000
Capital reserve - -
----------------- -------------
Total equity 50,000 50,000
----------------- -------------
These financial statements of PCGH ZDP Plc were approved by the
Board of Directors and authorised for issue on 19 December 2018.
They were signed on behalf of the Board by:
James Robinson,
Chairman
The notes to follow form part of these financial statements
CASH FLOW STATEMENT
for the year ended 30 September 2018
Year ended Period 30 March
30 September to
2018 30 September
GBP 2017
GBP
Cash flows from operating activities
Profit before finance costs and taxation 972,012 271,991
------------- ---------------
Net cash inflow from operating activities 972,012 271,991
------------- ---------------
Cash flows from financing activities
Ordinary shares issued - 50,000
Proceeds from issue of ZDP shares - 32,128,437
Increase in payables (972,012) (32,400,428)
------------- ---------------
Net cash outflow from financing activities (972,012) (221,991)
------------- ---------------
Net increase in cash and cash equivalents - 50,000
Cash and cash equivalents at the beginning
of the year 50,000 -
------------- ---------------
Cash and cash equivalents at the end
of the year 50,000 50,000
------------- ---------------
The notes to follow form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS - POLICIES
A. General Information
In line with the Company's parent, the financial statements have
been prepared in accordance with International Financial Reporting
Standards (IFRS), which comprise standards and interpretations
approved by the International Accounting Standards Board (IASB) and
International Accounting Standards Committee (IASC), as adopted by
the European Union, and with those parts of the Companies Act 2006
applicable to companies under IFRS.
The Company's presentational currency is pounds sterling. Pounds
sterling is also the functional currency of the Company because it
is the currency of the primary economic environment in which the
Company operates.
B. Accounting Policies
The principal accounting policies which have been applied
consistently throughout the year are set out below:
a) Income
(i) Loan Interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the Parent, Polar Capital Global Healthcare Trust
plc. The Loan agreement provides that interest will accrue daily at
an annual rate of 2.5% compounded annually on each anniversary of
ZDP Admission and will be rolled up and paid to PCGH ZDP Plc along
with any repayment of the principal amount on a date falling 2
business days before the ZDP Repayment Date.
(ii) Transfer re Parent Undertaking
Polar Capital Global Healthcare Trust plc and the Company, PCGH
ZDP Plc, have entered into an Undertaking whereby to the extent
that the Final Capital Entitlement multiplied by the number of
outstanding ZDP shares as at the ZDP Repayment Date exceeds the
aggregate principal amount and accrued interest due pursuant to the
Loan Agreement as at that date (the Additional Funding
Requirement), the Parent shall : (i) subscribe for additional
subsidiary shares to a value equal to or greater than the
Additional Funding Requirement; and (ii) make a capital
contribution or gift or otherwise pay an amount equal to or greater
than the Additional Funding Requirement.
b) Finance costs
The ZDP shares are designed to provide a pre-determined capital
growth from their original issue price of 100p on 19 June 2017 to a
Final Capital Entitlement of 122.99p on 20 June 2024. The initial
capital of 100p at 19 June 2017 will increase at an interest rate
of 3% compounding annually (see note 2). The provision for the
capital growth entitlement on the ZDP shares is included as a
finance cost. No dividends are payable on the ZDP shares.
c) Taxation
Taxation is currently payable based on the taxable profits for
the year ended 30 September 2018. Taxable profit differs from net
profit as reported in the Statement of Comprehensive Income because
it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The Company's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised based on tax rates that have been enacted or substantively
enacted at the balance sheet date.
d) Investments held at Fair Value through Profit or Loss
The Company holds no investments, rather the proceeds from the
issue of the ZDP shares have been lent to the parent, Polar Capital
Global Healthcare Trust plc, for investment purposes.
e) Loan to the Parent Company
The Company provided an interest bearing loan to its parent
company, Polar Capital Global Healthcare Trust plc in the prior
year. The loan is carried at amortised cost, which represents the
initial cost of the loan plus accrued interest and any contribution
due from the parent to meet the total ZDP entitlement.
f) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash.
g) New and revised accounting standards
No new IFRS, or amendments to IFRS, became applicable in the
year which had any impact on the Company's financial
statements.
At the date of authorisation of these financial statements, the
following new IFRSs that potentially impact the Company are in
issue but are not yet effective and have not been applied in these
financial statements:
IFRS 9 Financial Instruments, effective for periods beginning on
or after 1 January 2018.
The requirement of IFRS9 and its application to the assets and
liabilities held by the Company were considered ahead of its
adoption. All assets and liabilities held by the Company are
currently recorded at amortized cost. The measurement approach of
all assets and liabilities remains unchanged under IFRS9 other than
the impact of expected credit loss on financial assets held at
amortised cost.
Upon adoption of IFRS 9 the zero dividend preference shares will
continue to be classified and accounted for at amortised cost.
Therefore, the adoption of IFRS 9 will result in re-evaluation of
the impairment model for financial assets to align to the
requirements of IFRS9 and the need to measure impairment based on
expected rather than incurred losses. This will require the
estimation of an expected credit loss of those financial
instruments. The measurement of financial liabilities remains
unchanged under IFRS9.
Where financial assets have not had a significant increase in
credit risk since origination the expected credit loss is based on
the expected loss in the next 12 months. The Directors believe that
there has not been a significant increase in credit risk since
origination and believe that the impact of any expected loss
provision on the financial assets would be immaterial.
Effective for periods commencing on or after 1 January 2018:
-- IFRS15, Revenue with Contracts with Customers.
-- IFRS2 (amended) Classification and Measurement of Share-based payment transactions.
-- IFRIC22 Foreign currency transactions and advance consideration.
-- Annual Improvement Cycles 2015-2017.
Effective for periods commencing on or after 1 January 2019:
-- IFRS 16 Leases.
-- IFRIC 23 Uncertainty over Income Tax Treatments.
-- IAS 19 (amended) Employee Benefits.
-- IAS 28 (amended) Investments in Associates and Joint Ventures.
The Directors expect that the adoption of the standards listed
above will have either no impact or that any impact will not be
material on the Financial Statements of the Company in future
periods.
h) Segmental Reporting
Under IFRS 8, 'Operating Segments', operating segments are
considered to be the components of an entity about which separate
financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate
resources and in assessing performance. The chief operating
decision maker has been identified as the Investment Manager (with
oversight from the Board). The Directors are of the opinion that
the Company has only one operating segment and as such no distinct
segmental reporting is required.
i) Key Estimates and Judgements
Estimates and assumptions used in preparing the financial
statements are reviewed on an ongoing basis and are based on
historical experience and various other factors that are believed
to be reasonable under the circumstances. The results of these
estimates and assumptions form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. The Company does not consider that
there have been any significant estimates or assumptions in the
current financial year.
NOTES TO THE FINANCIAL STATEMENTS - NOTES
1. Loan Interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the Parent. The Loan Agreement provides that
interest will accrue daily at an annual rate of 2.5% compounded
annually.
2. Contribution from parent
The contribution represents the additional funding required from
the parent to meet the entitlement due to the ZDP shareholders at
the year end. The contribution from the parent as at 30 September
2018 was GBP163,134 (2017: GBP45,331)
3. Total expenses
The Directors receive no remuneration in respect of their
services to the Company. Auditors' fees for audit services are paid
by the Company's parent, Polar Capital Global Healthcare Trust plc
and amounted to GBP4,600 (2017: GBP4,500).
4. Finance costs
The ZDP shares are designed to provide a pre-determined capital
growth from their original issue price of 100p on 19 June 2017 to a
final capital entitlement of 122.99p on 20 June 2024. The initial
capital of 100p at 19 June 2017 will increase at a growth rate of
3% compounding annually. The provision for the capital growth
entitlement for the period on the ZDP shares is included as a
finance cost.
5. Taxation
Year ended Period 30 March
30 September to
2018 30 September
GBP 2017
GBP
-------------- ----------------
a) Analysis of tax charge for the year:
Corporation tax - -
-------------- ----------------
Total tax for the year - -
-------------- ----------------
b) Factors affecting tax charge for
the year:
The charge for the year can be reconciled to the result per
the Statement of Comprehensive Income as follows:
Result before tax -- -
-------------- ----------------
Total tax for the year - -
-------------- ----------------
6. Loan to parent company
Year ended Period 30 March
30 September to
2018 30 September
GBP 2017
GBP
-------------- ----------------
Opening balance as at 1 October 2017 32,400,428 -
Initial loan - proceeds from ZDP share
issue - 32,128,437
Loan interest accrued 808,878 226,660
Additional contribution to meet ZDP
entitlement 163,134 45,331
-------------- ----------------
At 30 September 2018 33,372,440 32,400,428
-------------- ----------------
The carrying value of receivables approximates to its fair
value.
7. Zero dividend preference shares
Year ended Period 30 March
30 September to
2018 30 September
GBP 2017
GBP
-------------- ----------------
Opening balance as at 1 October 2017 32,400,428 -
Initial subscription of 32,128,437
ZDP shares @ 100 pence per share - 32,128,437
Capital growth entitlement of ZDP shares 972,012 271,991
-------------- ----------------
At 30 September 2018 33,372,440 32,400,428
-------------- ----------------
8. Called up share capital
Year ended Period 30 March
30 September to
2018 30 September
GBP 2017
GBP
-------------- ----------------
Allotted, called up and fully paid:
50,000 Ordinary shares of GBP1 each: 50,000 -
Issue of nil (2017: 50,000) ordinary
shares - 50,000
-------------- ----------------
At 30 September 2018 50,000 50,000
-------------- ----------------
9. Parent undertaking and controlling party
At 30 September 2018 the Company was a wholly owned subsidiary
undertaking of Polar Capital Global Healthcare Trust plc, a Company
registered in England and Wales, number 07251471. Copies of the
ultimate parent undertaking's consolidated financial statements may
be obtained from the Company Secretary, Polar Capital Partners LLP,
16 Palace Street, London SW1E 5JD.
10. Financial instruments - Risk management policies and
procedures for the Company
The Company's exposure to financial instruments can
comprise:
(i) Cash, liquid resources and long-term receivables and
payables that arise directly from the Company's operations.
The main risks arising from financial instruments are liquidity
risk, credit risk and market risk. The risks have remained
unchanged since the beginning of the period to which these
financial statements relate and are summarised below:
(a) Liquidity risk
The Company's assets comprise cash and long-term receivables
which it is expected will be collectable to meet ZDP funding
requirements.
(b) Credit risk
This is the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has
entered into with the Company. As at the year ended 30 September
2018, the Company's financial assets which are exposed to credit
risk is the loan to the parent company, Polar Capital Global
Healthcare Trust plc, and it amounted to GBP33,372,440 (period 30
March to 30 September 2017: GBP32,400,428)
The Company does not consider this risk to be significant as it
has limited exposure to third parties in respect of amounts
receivable. Cash balances are only deposited with financial
institutions with a high credit rating. The Company assesses all
external counterparties for the credit risk before contracting with
them.
(c) Market risk
The Company has no direct exposure to market risk as it does not
hold or trade any direct investment positions.
11. Related party
The Company provided an interest bearing loan to its parent
company, Polar Capital Global Healthcare Trust plc in the prior
year. The loan is carried at amortised cost, which represents the
initial cost of the loan plus accrued interest and any contribution
due from the parent to meet the total ZDP entitlement. At the year
end, GBP33,372,440 was due from the parent company in respect of
the loan.
NOTICE OF ANNUAL GENERAL MEETING of PCGH ZDP PLC (the
Company)
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the
Company will be held at 2.00p.m. or immediately following the
conclusion of the Annual General Meeting of the parent company
Polar Capital Global Healthcare Trust Plc (whichever is the
earlier), on Wednesday, 27 February 2019 at the offices of Polar
Capital LLP, 16 Palace Street, London SW1E 5JD, for the transaction
of the business as detailed below.
To consider and if thought fit to pass the following Resolutions
of which resolutions 1-4 and 6 will be proposed as Ordinary
Resolutions and resolution 5 will be proposed as a Special
Resolution:
Ordinary Business
1. To receive the Report of the Directors and the audited
financial statements for the year ended 30 September 2018.
2. To receive and approve the Directors' Remuneration
Implementation Report for the year ended 30 September 2018.
3. To re-appoint PricewaterhouseCoopers LLP as Auditors to the
Company to hold office until the conclusion of the next Annual
General Meeting of the Company.
4. To authorise the Directors to determine the remuneration of the Auditors.
Special Business
5. THAT the Company be and is hereby generally and
unconditionally authorised pursuant to Section 701 of the Companies
Act 2006 (the "Act") to make market purchases (within the meaning
of Section 693 of the Act) of zero dividend preference (ZDP) shares
of 1 pence each in the capital of the Company, on such terms and in
such manner as the Directors may from time to time determine
PROVIDED THAT:
a. the maximum number of ZDP shares hereby authorised to be
purchased shall be 4,816,052; or such number representing
approximately 14.99% of the issued share capital at 27 February
2019;
b. the minimum price excluding expenses which may be paid for an ZDP share is 1 pence;
c. the maximum price excluding expenses payable by the Company
for each ZDP share is the higher of:
i. 105 per cent. of the average of the middle-market quotations
of the ZDP shares for the five business days prior to the date of
the market purchase; and
ii. the price of the last independent trade and the highest
current independent bid for a ZDP share on the trading venues where
the market purchases by the Company pursuant to the authority
conferred by this Resolution 5 will be carried out.
d. the authority hereby conferred shall expire at the conclusion
of the next AGM of the Company, unless such authority is renewed
prior to such time;
e. the Company may make a contract to purchase ZDP shares under
the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase of ordinary
shares pursuant to any such contract; and
f. any ZDP shares so purchased shall be cancelled immediately upon completion of the purchase.
6. THAT a general meeting, other than an annual general meeting,
may be called on not less than 14 clear days' notice.
BY ORDER OF THE BOARD
Tracey Lago, ACIS
Polar Capital Secretarial Services Limited
Company Secretary
19 December 2018
Registered office: 16 Palace Street, London SW1E 5JD
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING of PCGH ZDP PLC
(the Company)
1. The holders of the Ordinary shares have the right to receive
notice, attend, speak and vote at the Annual General Meeting.
Holders of ZDP shares have the right to receive notice of general
meetings of the Company but do not have any right to attend, speak
or vote at any general meeting of the Company unless the business
of the meeting includes any resolution to vary, modify or abrogate
any of the special rights attached to ZDP shares.
2. A member entitled to attend, vote and speak at this meeting
may appoint one or more persons as his/her proxy to attend, speak
and vote on his/her behalf at the meeting. A proxy need not be a
member of the Company. If multiple proxies are appointed, they must
not be appointed in respect of the same shares. To be effective,
the enclosed form of proxy, together with any power of attorney or
other authority under which it is signed or a certified copy
thereof, should be lodged at the office of the Company Secretary,
16 Palace Street, London SW1E 5JD not later than 48 hours before
the time of the meeting. The appointment of a proxy will not
prevent a member from attending the meeting and voting and speaking
in person if he/she so wishes. A member present in person or by
proxy shall have one vote on a show of hands and on a poll, shall
have one vote for every Ordinary share of which he/she is the
holder.
3. A person to whom this notice is sent who is a person
nominated under Section 146 of the Companies Act 2006 to enjoy
information rights (a "Nominated Person") may, under an agreement
between him/her and the shareholder by whom he/she was nominated,
have a right to be appointed (or to have someone else appointed) as
a proxy for the Annual General Meeting. If a Nominated Person has
no such proxy appointment or does not wish to exercise it, he/she
may, under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights. The statements
of the rights of members in relation to the appointment of proxies
in Note 2 above do not apply to a Nominated Person. The rights
described in that Note can only be exercised by registered members
of the Company.
4. As at 19 December 2018 (being the last business day prior to
the publication of this notice) the Company's issued voting share
capital and total voting rights amounted to 50,000 Ordinary shares
of 100 pence each. In addition, there are 32,128,437 ZDP shares of
1 pence each nominal value in issue with no voting rights
attached.
5. The Company specifies that only those Ordinary shareholders
registered on the Register of Members of the Company as at 2.00pm
on 25 February 2019 (or in the event that the meeting is adjourned,
only those shareholders registered on the Register of Member of the
Company as at 11.30am on the day which is 48 hours prior to the
adjourned meeting) shall be entitled to attend in person or by
proxy and vote at the Annual General Meeting in respect of the
number of shares registered in their name at that time. Changes to
entries on the Register of Members after that time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
6. Any question relevant to the business of the Annual General
Meeting may be asked at the meeting by anyone permitted to speak at
the meeting. You may alternatively submit your question in advance
by letter addressed to the Company Secretary at the registered
office.
7. In accordance with Section 319A of the Companies Act 2006,
the Company must cause any question relating to the business being
dealt with at the meeting put by a member attending the meeting to
be answered. No such answer need be given if:
a. to do so would:
i. Interfere unduly with the preparation for the meeting, or
ii. Involve the disclosure of confidential information;
b. the answer has already been given on a website in the form of
an answer to a question; or
c. it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
8. Shareholders should note that it is possible that, pursuant
to requests made by shareholders of the Company under section 527
of the Companies Act 2006, the Company may be required to publish
on a website a statement setting out any matter relating to: (i)
the audit of the Company's accounts (including the auditors report
and the conduct of the audit) that are to be laid before the Annual
General Meeting; or (ii) any circumstances connected with an
auditor of the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid in
accordance with section 437 of the Companies Act 2006. The Company
may not require the shareholders requesting any such website
publication to pay its expenses in complying with sections 527 or
528 of the Companies Act 2006. Where the Company is required to
place a statement on a website under section 527 of the Companies
Act 2006, it must forward the statement to the Company's auditor
not later than the time when it makes the statement available on
the website. The business which may be dealt with at the Annual
General Meeting includes any statement that the Company has been
required under section 527 of the Companies Act 2006 to publish on
a website.
9. A person authorised by a corporation is entitled to exercise
(on behalf of the corporation) the same powers as the corporation
could exercise if it were an individual member of the Company
(provided, in the case of multiple corporate representatives of the
same corporate shareholder, they are appointed in respect of
different shares owned by the corporate shareholder or, if they are
appointed in respect of those same shares, they vote those shares
in the same way). To be able to attend and vote at the meeting,
corporate representatives will be required to produce prior to
their entry to the meeting evidence satisfactory to the Company of
their appointment. Corporate shareholders can also appoint one or
more proxies in accordance with Note 2. On a vote on a resolution
on a show of hands, each authorised person has the same voting
rights to which the corporation would be entitled. On a vote on a
resolution on a poll, if more than one authorised person purports
to exercise a power in respect of the same shares:
a. if they purport to exercise the power in the same was as each
other, the power is treated as exercised in that way;
b. if they do not purport to exercise the power in the same way
as each other, the power is treated as not exercised.
10. Members satisfying the thresholds in Section 338 of the
Companies Act 2006 may require the Company to give, to members of
the Company entitled to receive notice of the Annual General
Meeting, notice of a resolution which those members intend to move
(and which may properly be moved) at the Annual General Meeting. A
resolution may properly be moved at the Annual General Meeting
unless (i) it would, if passed, be ineffective (whether by reason
of any inconsistency with any enactment or the Company's
constitution or otherwise); (ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious. A request made pursuant to this
right may be in hard copy or electronic form, must identify the
resolution of which notice is to be given, must be authenticated by
the person(s) making it and must be received by the Company not
later than six weeks before the date of the Annual General
Meeting.
11. Members satisfying the thresholds in Section 338A of the
Companies Act 2006 may request the Company to include in the
business to be dealt with at the Annual General Meeting any matter
(other than a proposed resolution) which may properly be included
in the business at the Annual General Meeting. A matter may
properly be included in the business at the Annual General Meeting
unless (i) it is defamatory of any person or (ii) it is frivolous
or vexatious. A request made pursuant to this right may be in hard
copy or electronic form, must identify grounds for the request,
must be authenticated by the person(s) making it and must be
received by the Company not later than six weeks before the date of
the Annual General Meeting.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR ZKLFFVLFEFBD
(END) Dow Jones Newswires
December 19, 2018 10:19 ET (15:19 GMT)
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