TIDMPGHZ TIDMPCGH
RNS Number : 1369Y
PCGH ZDP PLC
11 May 2021
PCGH ZDP PLC
Legal Entity Identifier: 5493004C3YRF9HEVQI09
Half-Year Report and Financial Statements for the half year
ended 31 March 2021
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's zero
dividend preference (ZDP) shares have a standard listing on the
London Stock Exchange.
Enquiries: Tracey Lago, ACIS
Company Secretary
Tel. 020 7227 2700
INTERIM MANAGEMENT REPORT
for the half year ended 31 March 2021
This interim management report is provided in accordance with
the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and
4.2.8.
The Company is a public limited company with the sole purpose of
issuing zero dividend preference (ZDP) shares and advancing the
proceeds of the issue, by way of a loan, to the parent company. The
Company is managed by a board of non-executive directors and the
day to day operations are delegated to the Investment Manager,
Polar Capital LLP. The Company's entire ordinary share capital is
owned by the parent company while the ZDP shares have a standard
listing on the London Stock Exchange. The parent company, Polar
Capital Global Healthcare Trust Plc (PCGH) and the Company form the
Group (the Group).
The sole objective of the Company is to repay the ZDP
shareholders, on 19 June 2024, their entitlement to 122.99 pence
per ZDP share. The performance of the Company in meeting this
objective is directly linked to the performance of the parent
company. To meet such objective, the parent company has provided an
undertaking to the Company, whereby any shortfall between the final
capital entitlement of 122.99 pence per ZDP share and the aggregate
principal amount and interest due pursuant to the undertaking will
be met in full by the parent company.
Directors
The Directors who served in office during the six months under
review are as follows:
-- Lisa Arnold (Chair)
-- Neal Ransome
-- Andrew Fleming
-- Jeremy Whitley
All of the Directors are also serving directors of the parent
company and therefore have an indirect interest in the loan and
undertaking entered into by the Company and parent.
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within
the six months under review to those reported in the last annual
report, and there were no events or otherwise during the period
under review which had any significant effect on the Company, its
objective or purpose. The Board continues to consider and monitor
the risks and uncertainties relating to COVID-19 and the impact on
the Company, its parent company and the performance of the parent
company's underlying investments.
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 detailed below:
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 loan 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.
Going Concern and Future Developments
In connection with new risks presented by the COVID-19 pandemic,
the Board has undertaken additional financial analysis and engaged
with the Investment Manager of the parent Company to review the
results of such. Having carried out the additional testing, and
continuation of the regular monitoring of the financial position of
the Company and Group, the Board confirms that there continues to
be a reasonable expectation that there are adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Board continues to adopt the going concern basis
in preparing the financial results of the Company. 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.
Statement of Directors' Responsibilities
The Directors of PCGH ZDP Plc, who are listed on page 2, confirm
to the best of their knowledge that:
-- The condensed set of financial statements has been prepared
in accordance with IAS34 Interim Financial Reporting, in conformity
with the requirements of the Companies Act 2006 and gives a true
and fair view of the assets, liabilities, financial position and
profit or loss of the Company for the six months ended 31 March
2021;
-- The Interim Management Report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules 4.2.7R and 4.2.8R;
The half year financial report for the six-month period to 31
March 2021 has not been audited or reviewed by the Auditors. The
half year financial report was approved by the Board on 11 May
2021.
Approved by the Board of Directors and signed on its behalf
by:
Lisa Arnold
Chair
11 May 2021
STATEMENT OF COMPREHENSIVE INCOME
For the half year ended 31 March 2021
(Unaudited) (Unaudited) (Audited)
Half year
Half year ended ended Year ended
30 September
31 March 2021 31 March 2020 2020
Total Total Total
Return Return Return
Notes GBP GBP GBP
Loan interest 2 431,300 421,937 850,478
Contribution from parent 3 93,872 89,339 181,519
Total income 525,172 511,276 1,031,997
---------------- -------------- -------------
Total expenses - - -
---------------- -------------- -------------
Profit before finance costs
and tax 525,172 511,276 1,031,997
---------------- -------------- -------------
Finance costs
Appropriation to ZDP
shares 4 (525,172) (511,276) (1,031,997)
Total finance costs (525,172) (511,276) (1,031,997)
---------------- -------------- -------------
Result before taxation - - -
Taxation - - -
---------------- -------------- -------------
Net result for the
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 half year ended 31 March 2021
(Unaudited)
Half year ended 31 March 2021
----------------------------------------------
Called up share
capital Capital reserve Total equity
GBP GBP GBP
--------------- --------------- ------------
Total equity at 1 October 2020 50,000 - 50,000
Result and total comprehensive
income for the half year ended
31 March 2021 - - -
Total equity at 31 March 2021 50,000 - 50,000
--------------- --------------- ------------
(Unaudited)
Half year ended 31 March 2020
----------------------------------------------
Called up share
capital Capital reserve Total equity
GBP GBP GBP
--------------- --------------- ------------
Total equity at 1 October 2019 50,000 - 50,000
Result and total comprehensive
income for the half year ended
31 March 2020 - - -
Total equity at 31 March 2020 50,000 - 50,000
--------------- --------------- ------------
(Audited)
Year ended
30 September 2020
----------------------------------------------
Called up share
capital Capital reserve Total equity
GBP GBP GBP
--------------- --------------- ------------
Total equity at 1 October 2019 50,000 - 50,000
Result and total comprehensive
income for the year ended 30 September
2020 - - -
Total equity at 30 September 2020 50,000 - 50,000
--------------- --------------- ------------
The notes to follow form part of these financial statements.
BALANCE SHEET
As at 31 March 2021
(Unaudited) (Unaudited) (Audited)
31 March 30 September
31 March 2021 2020 2020
GBP GBP GBP
Non-current assets
Loan to parent company 35,929,993 34,884,100 35,404,821
Current assets
Cash and cash equivalents 50,000 50,000 50,000
Total assets 35,979,993 34,934,100 35,454,821
-------------- ------------- -------------
Non-current liabilities
Zero dividend preference
shares (35,929,993) (34,884,100) (35,404,821)
Total liabilities (35,929,993) (34,884,100) (35,404,821)
-------------- ------------- -------------
Net assets 50,000 50,000 50,000
-------------- ------------- -------------
Equity attributable to equity
shareholders
Called up share capital 50,000 50,000 50,000
Capital reserve - - -
Total equity 50,000 50,000 50,000
-------------- ------------- -------------
These financial statements of PCGH ZDP Plc were approved and
authorised for issue by the Board of Directors on 11 May 2021. They
were subsequently signed by:
Lisa Arnold
Chair
The notes to follow form part of these financial statements.
CASH FLOW STATEMENT
For the half year ended 31 March 2021
(Unaudited) (Unaudited) (Audited)
Half Year Half Year
Ended Ended Year Ended
31 March 31 March 30 September
2021 2020 2020
GBP GBP GBP
Cash flows from operating activities
Profit before finance costs
and taxation 525,172 511,276 1,031,997
Net cash inflow from operating
activities 525,172 511,276 1,031,997
------------ ------------ -------------
Cash flows from financing activities
Increase in payables (525,172) (511,276) (1,031,997)
Net cash outflow from financing
activities (525,172) (511,276) (1,031,997)
------------ ------------ -------------
Net increase in cash and cash
equivalents - - -
Cash and cash equivalents at
the beginning of the period 50,000 50,000 50,000
------------ ------------ -------------
Cash and cash equivalents at
the end of the period 50,000 50,000 50,000
------------ ------------ -------------
The notes to follow form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half year ended 31 March 2021
1. General Information
The Company's financial statements have been prepared under the
historical cost convention modified to include the revaluation of
certain investments. 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), in conformity with the requirements of
the Companies Act 2006.
The financial information in this half year report does not
constitute statutory accounts as defined in section 434 of the
Companies Act 2006.
The financial information for the half year ended 31 March 2021
and 31 March 2020 has not been audited. The figures and financial
information for the year ended 30 September 2020 are an extract
from the latest published accounts and do not constitute statutory
accounts for that period.
Full statutory accounts for the year ended 30 September 2020,
prepared under IFRS, including the report of the auditors which was
unqualified, did not draw attention to any matters by way of
emphasis and did not contain a statement under section 498 of the
Companies Act 2006, have been delivered to the Registrar of
Companies.
The Company's accounting policies have not varied from those
described in the financial statements for the year ended 30
September 2020.
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.
2. Loan interest
Under a Loan Agreement the gross initial ZDP Placing proceeds
have been lent to the Parent, Polar Capital Global Healthcare plc.
The loan agreement provides that interest will accrue on the loan
at a daily rate of 2.5% compounded annually.
3. Contribution from parent
The contribution represents the additional funding required from
the parent company to meet the entitlement due to the ZDP
shareholders at the period end. The contribution from the parent as
at 31 March 2021 was GBP93,872 (31 March 2020: GBP89,339 and 30
September 2020: GBP181,519).
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 an interest rate
of 3% compounding annually. The provision for the capital growth
entitlement on the ZDP shares is included as a finance cost.
5. Net asset value per ZDP share
(Unaudited) (Unaudited) (Audited)
Half Year Half Year
Ended Ended Year Ended
31 March 30 September
31 March 2021 2020 2020
Calculated entitlement
of ZDP shareholders (GBP) 35,929,993 34,884,100 35,404,821
ZDP shares in issue at
the end of the year 32,128,437 32,128,437 32,128,437
------------
Net asset value per ZDP
share (pence) 111.83 108.58 110.20
-------------- ------------ -------------
6. Related party
The Company has 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. As at 31 March 2021,
GBP35,929,993 was due from the parent company in respect of the
loan (31 March 2020: GBP34,884,100 and 30 September 2020:
GBP35,404,821).
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