TIDMPGHZ TIDMPCGH
RNS Number : 5461X
PCGH ZDP PLC
19 December 2019
PCGH ZDP PLC
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Annual Report and Financial Statements
for the year ended 30 September 2019
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 London
Anthony Brampton SW1E 5JD
Neal Ransome
Andrew Fleming (appointed
1 December 2019)
Jeremy Whitley (appointed
1 December 2019)
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 2019
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 2019 is provided in the Annual Report of the parent
company which can be found on both the National Storage Mechanism
('NSM') at www.morningstar.co.uk/uk/nsm and the following website
www.polarcapitalhealthcaretrust.com
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 shareholders on
19 June 2024 (the 'ZDP Repayment Date') their entitlement of 122.99
pence 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.
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
five male Non-executive Directors. When new directors are
appointed, the Board would have regard to the benefits of
diversity, including gender.
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 on page 2.
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 2019
REPORT OF THE DIRECTORS for the year ended 30 September 2019
The Directors have pleasure in submitting the Annual Financial
Report of the Company for the year to 30 September 2019.
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
Anthony Brampton
Neal Ransome
On 1 December 2019, Andrew Fleming and Jeremy Whitley were
appointed as Non-executive Directors of the Company and the
parent.
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 Group.
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 Annual
General Meeting ('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. Being the first AGM since their appointment, both
Andrew Fleming and Jeremy Whitley will stand for election at the
AGM to be held on 26 February 2020.
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 and 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, ZDP 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 2019 and that the Company can continue in operational
existence for at least 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
The third AGM of the Company will be held at the conclusion of
the parent company AGM on 26 February 2020. A Notice of Meeting
incorporated at the end of this Annual Report sets out in full the
resolutions to be proposed at the meeting, the voting on which will
be conducted by way of a poll. Resolutions shall be proposed to
receive the Annual Report and Financial Statements, approve the
Directors' Remuneration Policy, receive and approve the Directors'
Remuneration Implementation Report, elect Andrew Fleming and Jeremy
Whitley, re-appoint the auditors and authorise the Directors to set
their fees. The Directors are also seeking renewal of the
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 auditors are 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 auditors are 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 auditors. In accordance with s489 of the
Companies Act 2006, a resolution proposing their reappointment will
be proposed to the AGM.
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain
further information in relation to the Company which is not
otherwise disclosed. The Directors confirm there are no additional
disclosures to be made pursuant to this rule.
The financial statements on pages 15to 18 were approved by the
Board of Directors on 19 December 2019 and signed on its behalf
by:
T A Lago, FCG
Polar Capital Secretarial Services Ltd
Company Secretary
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Financial Statements in accordance with
International Financial Reporting Standards ('IFRSs') as adopted by
the European Union. 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
Implementation 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 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 2019 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) Regulations 2008 (as amended)
(the 'Regulations'). An ordinary resolution for the approval of the
Directors' Remuneration Policy will be proposed to shareholders at
least every three years. The Remuneration Implementation Report
shall be put to shareholders at the AGM annually.
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 Auditors' opinion is
included in their report on page 11.
Report from the Company Chairman
As set out in the Directors' Report, the Company has a standard
listing and is not required to report on its compliance with the
provisions or application of the principles of the UK Corporate
Governance Code. 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
In accordance with the Company's Articles of Association, the
Directors' Remuneration Policy is that no fees, expenses or any
other financial benefits are payable to the Directors in connection
with their duties to the Company. Directors are also 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.
The Remuneration Policy was last approved by shareholders at the
AGM in February 2018 for the period from incorporation to 30
September 2020. As stated above, a resolution to approve the
Remuneration Policy will be put to shareholders at least once in
every three-year period. Accordingly, a resolution to approve the
Directors' Remuneration Policy will be put to shareholders at the
AGM to be held on 26 February 2020 and if approved, the
Remuneration Policy will remain in force for the period 1 October
2020 to 30 September 2023.
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 2019 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.com and the National Storage
Mechanism (NSM) at www.morningstar.co.uk/uk/nsm.
In accordance with the Regulations, the graph below 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 2019. 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 2019.
On behalf of the Board of Directors
James Robinson
Chairman
Independent auditors' report to the members of PCGH ZDP PLC
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 2019 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 2019; 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 of Polar Capital Global Healthcare Trust plc.
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 2018 to 30 September 2019.
Our audit approach
Overview
Materiality
Audit Scope * Overall materiality: GBP344,000 (2018: GBP334,000),
Key audit matters based on 1% of total assets.
==================================================================
* The Company is a subsidiary of Polar Capital Global
Healthcare Trust plc.
* We conducted our audit of the financial statements
using information from HSBC Securities Services (the
"Administrator") to whom the Investment 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 investments 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.
* We obtained an understanding of the control
environment in place at both the Manager and the
Administrator, and adopted a fully substantive
testing approach using reports obtained from the
Administrator.
==================================================================
* Accounting for the Zero Dividend Preference Shares.
-------------------------------------------------------------------
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.
Capability of the audit in detecting irregularities, including
fraud
Based on our understanding of the Company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to Chapter 17 of the Listing Rules, and we
considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the preparation of the
financial statements such as the Companies Act 2006. We evaluated
management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to increase
revenue or to increase total assets. Audit procedures performed by
the engagement team included:
-- Discussions with the Investment Manager and the Board of
Directors, including consideration of known or suspected instances
of non-compliance with laws and regulation and fraud;
-- Reviewing relevant meeting minutes, including those of the
Audit Committee of Polar Capital Global Healthcare Trust plc;
-- Evaluation of the controls implemented by the Company and the
Administrator designed to prevent and detect irregularities;
and
-- Identifying and testing journal entries, in particular year end journal entries posted by the administrator during the preparation of the financial statements and any journals with unusual account combinations.
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.
Also, 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.
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
Accounting for the Zero Dividend Preference Shares We performed testing to agree the loan balance to the loan
Refer to page 19 (Accounting Policies) and page 24 (Notes agreement and payment schedule
to the Financial Statements) of between the Company and Polar Capital Global Healthcare
the Annual Report. Trust plc. We also performed testing
The Zero Dividend Preference (ZDP) shares were issued on over the loan interest and contribution received from the
19 June 2017 with a pre-determined parent Company and the appropriation
capital growth of 3% compounding annually. The provision to ZDP shares to test that they have been accounted for in
for the capital growth entitlement accordance with this stated accounting
is accounted for as a finance cost. We focused on the policy.
appropriateness of the accounting policy No material misstatements were identified by our testing.
for the ZDP shares and the loan due from the parent, and
the presentation of these balances
in the financial statements as set out in the requirements
of accounting standards.
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.
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.
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 GBP344,000 (2018: GBP334,000).
How we determined it 1% of total assets.
Rationale for benchmark applied We have applied this benchmark, which is deemed appropriate given the nature of the
Company
and the balances held.
We agreed with the Audit Committee of Polar Capital Global
Healthcare Trust plc that we would report to them misstatements
identified during our audit above GBP17,200 (2018: GBP16,700) as
well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
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.
We have nothing to report in respect of the above matters.
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. For example, the terms on
which the United Kingdom may withdraw from the European Union are
not clear, and it is difficult to evaluate all of the potential
implications on the Company's activities and the wider economy.
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, Report of the Directors
and Corporate Governance Statement, 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, 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 2019 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.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial
statements
As explained more fully in the Statement of Directors'
Responsibilities in respect of the Financial Statements set out on
page 8 of the Annual Report, 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 are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
We were appointed by the Directors on 30 March 2017 to audit the
financial statements for the year ended 30 September 2017 and
subsequent financial periods. The period of total uninterrupted
engagement is 3 years, covering the years ended 30 September 2017
to 30 September 2019.
Catrin Thomas (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
19 December 2019
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2019
Year ended Year ended
30 September 30 September
2019 2018
Notes GBP GBP
-------------- --------------
Loan interest 1 828,449 808,878
Contribution from parent 2 171,935 163,134
-------------- --------------
Total income 1,000,384 972,012
-------------- --------------
Total expenses 3 - -
-------------- --------------
Profit before finance costs and tax 1,000,384 972,012
Finance costs
Appropriation to ZDP shares 4 (1,000,384) (972,012)
-------------- --------------
Total finance costs (1,000,384) (972,012)
-------------- --------------
Result before taxation - -
Taxation 5 - -
-------------- --------------
Net result for the year 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 2019
Year ended 30 September
2019
--------------------------------------
Called up Capital
share capital reserve Total equity
GBP GBP GBP
-------------- -------- ------------
Total equity at 1 October 2018 50,000 - 50,000
Result and total comprehensive income
for the year ended 30 September 2019 - - -
Total equity at 30 September 2019 50,000 - 50,000
-------------- -------- ------------
Year ended 30 September
2018
--------------------------------------
Called up Capital
share capital reserve Total equity
GBP GBP GBP
-------------- -------- ------------
Total equity at 1 October 2017 50,000 - 50,000
Result and total comprehensive income
for the year ended 30 September 2018 - - -
Total equity at 30 September 2018 50,000 - 50,000
-------------- -------- ------------
The notes to follow form part of these financial statements
BALANCE SHEET
As at 30 September 2019
30 September 2019 30 September
GBP 2018
Notes GBP
----------------- -------------
Non-current assets
Loan to parent company 6 34,372,824 33,372,440
Current assets
Cash and cash equivalents 50,000 50,000
----------------- -------------
Total assets 34,422,824 33,422,440
----------------- -------------
Non-current liabilities
Zero dividend preference shares 7 (34,372,824) (33,372,440)
----------------- -------------
Total liabilities (34,372,824) (33,372,440)
----------------- -------------
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 2019.
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 2019
Year ended Year ended
30 September 30 September
2019 2018
GBP GBP
Cash flows from operating activities
Profit before finance costs and taxation 1,000,384 972,012
------------- -------------
Net cash inflow from operating activities 1,000,384 972,012
------------- -------------
Cash flows from financing activities
Increase in payables (1,000,384) (972,012)
------------- -------------
Net cash outflow from financing activities (1,000,384) (972,012)
------------- -------------
Net increase in cash and cash equivalents - -
Cash and cash equivalents at the beginning
of the year 50,000 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 and functional currency is pounds
sterling as this is the currency of the primary economic
environment in which the Company operates.
The Directors believe it is appropriate to adopt the going
concern basis. In order to be able to continue as a going concern,
the Company relies on the parent company to pay the operational
costs and the repayment of the loan when it falls due. Based on the
assessment carried out against the parent company, the parent
company has adequate financial resources to meet its liabilities as
and when they fall due.
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 2019. 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
On 19 June 2017, the Company provided an interest-bearing loan
to its parent company, Polar Capital Global Healthcare Trust plc.
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) Impairment
IFRS 9 requires the Company to record expected credit losses on
all financial assets measured at amortised cost, either on a
12-month or lifetime basis. At each reporting date, the Company
reviews the carrying amounts of financial assets to determine
whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an asset, the Company estimates
the recoverable amount to which the asset belongs. If the
recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised immediately in
the Statement of Comprehensive Income. Recognised impairment losses
are reversed if the reasons for the impairment loss have ceased to
apply.
g) 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.
h) New and revised accounting standards
No new IFRS, or amendments to IFRS, became applicable in the
year which had any significant impact on the Company's financial
statements.
The following standards became effective for annual reporting
periods beginning on or after 1 January 2018, the adoption of the
standards and interpretations have not had a material impact on the
financial statements of the Company.
IFRS 9 Financial Instruments
IFRS 9 specifies how a company should classify and measure
financial assets and financial liabilities. It introduces new
impairment requirements which result in earlier recognition of
impairment losses on financial assets, contract assets and lease
receivables.
The requirements of IFRS 9 and its application to the assets and
liabilities held by the Company were considered ahead of its
adoption. Upon adoption of IFRS 9, all assets and liabilities held
by the Company will continue to be classified and accounted for at
amortised cost. The measurement approach of all assets and
liabilities remains unchanged under IFRS 9 other than the impact of
expected credit loss on financial assets held at amortised
cost.
The adoption of IFRS 9 will result in re-evaluation of the
impairment model for financial assets to align to the requirements
of IFRS 9 and the need to measure impairment based on expected
rather than incurred losses. This will require the estimation of an
expected credit loss on those financial instruments. 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 measurement of financial
liabilities remains unchanged under IFRS 9.
The Company carried out an assessment against the requirements
of IFRS 9 to assess the possibility of the parent defaulting on its
liability to the Company and if there were any expected credit
losses to be recognised in the financial statements. The Company
carried out the assessment which included the performance of the
parent since initial recognition of the loan, the liquidity profile
of the parent as at the reporting date, and the cash flow forecast
of the parent for the remaining life of the loan. The expected
credit loss was calculated based on the difference between all the
contractual cash flows due to the parent and the cash flows that it
actually expects to receive, and the difference was discounted at
the original effective interest rate. Based on the results of the
assessment the Directors believe that there has not been a
significant increase in credit risk since initial recognition and
believe that the impact of any expected credit loss provision on
the financial assets would be immaterial.
-- IFRS 15, Revenue with Contracts with Customers.
-- IFRS 2 (amended) Classification and Measurement of Share-based payment transactions.
-- IFRIC 22 Foreign currency transactions and advance consideration.
-- Annual Improvement Cycles 2015-2017.
At the date of authorisation of these financial statements, the
following new IFRS that potentially impact the Company are in issue
but are not yet effective and have not been applied in these
accounts:
Effective for periods commencing on or after 1 January 2019:
IFRS 16 Leases
As the Company neither holds, trades nor has any lease
obligations of any type, the provisions of this standard are not
expected to have a material impact on the accounts.
IFRIC 23 Uncertainty over Income Tax Treatments
The interpretation provides guidance on considering uncertain
tax treatments in relation to taxable profit or loss and does not
add any new disclosures. The Company complies with all relevant tax
laws where applicable and the provisions of this interpretation are
not expected to have a material impact on the accounts.
IAS 19 (amended) Employee Benefits
As the Company has no employees, the amendment to this standard
is not expected to have any impact on the accounts.
IAS 28 (amended) Investments in Associates and Joint
Ventures
As the Company has no investment in associates or joint
ventures, the amendment to this standard is not expected to have
any impact on the accounts.
h) New and revised accounting standards (continued)
IFRS9 (Amended) Prepayment Features with Negative
Compensation
Negative compensation arises where the contractual terms permit
a borrower to prepay the instrument before its contractual
maturity, but the prepayment amount could be less than unpaid
amounts of principal and interest. The Company has no such terms in
any of its loan agreements in place and the amendment is not
expected to have any impact on the accounts.
Annual Improvement Cycles 2015-2017 (Amendments)
This makes narrow-scope amendments to four IFRS Standards: IFRS
3 Business Combinations, IFRS 11 Joint Arrangements, IAS 12 Income
Taxes and IAS23 Borrowing costs. These limited amendments are not
expected to have any impact on the accounts.
Effective for periods commencing on or after 1 January 2020:
-- IFRS 3 Business combinations (amended)
-- IAS 1 and IAS 8 Definition of Material (amended)
-- References to the conceptual Framework in IFRS Standards (amended).
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.
i) 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.
j) 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
2019 was GBP171,935 (2018: GBP163,134).
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 GBP5,175 (2018: GBP4,600).
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
a) Analysis of tax charge for the year
The corporation tax for the year ended 30 September 2019 was
GBPnil (2018: GBPnil).
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. The result before taxation as at
30 September 2019 was GBPnil (2018: GBPnil).
6. Loan to parent company
30 September 30 September
2019 2018
GBP GBP
------------- -------------
Opening balance 33,372,440 32,400,428
Loan interest accrued 828,449 808,878
Additional contribution to meet ZDP
entitlement 171,935 163,134
------------- -------------
Closing balance 34,372,824 33,372,440
------------- -------------
The carrying value of receivables approximates to its fair
value.
PCGH ZDP plc has an outstanding inter-group loan with the
parent, Polar Capital Global Healthcare Trust plc. The Company
carried out an analysis which considers both historical and
forward- looking qualitative and quantitative information to
determine if the inter-group loan is low credit risk as at 30
September 2019. The results of the analysis demonstrated that the
risk of default or impairment was very low and that there has not
been a significant increase (if any) in credit risk since the loan
was first recognised. There is not expected to be material adverse
changes in the economic and investment conditions during the period
which would reduce the ability of Polar Capital Global Healthcare
Trust plc to repay the loan due on 19 June 2024.
7. Zero dividend preference shares
30 September 30 September
2019 2018
GBP GBP
------------- -------------
Opening balance 33,372,440 32,400,428
Capital growth entitlement of ZDP shares 1,000,384 972,012
------------- -------------
Closing balance 34,372,824 33,372,440
------------- -------------
8. Called up share capital
30 September 30 September
2019 2018
GBP GBP
------------- -------------
Allotted, called up and fully paid:
50,000 (2018: 50,000) Ordinary shares
of GBP1 each: 50,000 50,000
At 30 September 50,000 50,000
------------- -------------
9. Parent undertaking and controlling party
At 30 September 2019 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 Secretarial
Services Ltd, 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
comprisecash, 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
2019, 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 GBP34,372,824 (2018:
GBP33,372,440). The loan to the parent company has low credit risk
as the parent has a strong capacity to meet its contractual cash
flow obligations as they fall due.
The Company does not consider this risk to be significant as it
has limited exposure to non-group 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. Any indirect market
risks though the parent company are actively monitored throughout
the year as part of the parent company's risk management policies
and procedures.
11. Related party
On 19 June 2017, the Company provided an interest-bearing loan
to its parent company, Polar Capital Global Healthcare Trust plc.
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,
GBP34,372,824 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 following the conclusion of the Annual General
Meeting of the parent company Polar Capital Global Healthcare Trust
plc, on Wednesday, 26 February 2020 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 1-7 will be proposed as Ordinary Resolutions
and resolutions 8 and 9 will be proposed as Special
Resolutions:
Ordinary Resolutions
1. To receive the Annual Report and Financial Statements for the year ended 30 September 2019.
2. To approve the Directors' Remuneration Policy as contained in
the Report on Directors' Remuneration Implementation Report, such
approval to begin from the expiry of the current Policy on 30
September 2020 and last until 30 September 2023, unless the
approval is renewed prior to such time.
3. To receive and approve the Directors' Remuneration
Implementation Report for the year ended 30 September 2019.
4. To elect Andrew Fleming as a Director of the Company.
5. To elect Jeremy Whitley as a Director of the Company.
6. 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.
7. To authorise the Directors to determine the remuneration of the Auditors.
Special Resolutions
8. 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 26 February
2020;
(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 7 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.
9. 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
T A Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
19 December 2019
Registered office: 16 Palace Street, London SW1E 5JD
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING of PCGH ZDP
plc
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 2019 (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 24 February 2020 (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 auditors
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 EKLFFKLFLFBV
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