TIDMWINV
RNS Number : 8206V
Worsley Investors Limited
16 December 2021
16 December 2021
Worsley Investors Limited
(the "Company")
Half Year Report for the six months ended 30 September 2021
The Company is pleased to announce the release its half year
report and unaudited consolidated financial statements for the six
months ended 30 September 2021 (the "Half Year Report"). A copy of
the Half Year Report will be posted to shareholders this week and
will be available to view on the Company's website shortly at:
www.worsleyinvestors.com
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar
Tel: +44 (0) 20 74080 4090
Sanne Fund Services (Guernsey) Limited (Administrator and
Secretary)
Matt Falla / Katrina Rowe
Tel: +44 (0) 1481 737600
LEI: 213800AF85VEZMDMF931
Performance Summary
30 September 31 March
2021 2021 % change
-----------------------------
Net Asset Value ("NAV") per
share 42.84p 41.55p 3.11%
-------------- ---------- ---------
Share price(1) 30.80p 28.00p 10.00%
-------------- ---------- ---------
Share price discount to NAV 28.10% 32.60% n.c
-------------- ---------- ---------
Six month Six month
period period
ended ended
30 September 31 December
2021 2020
-----------------------
Earnings per share(2) 0.95p 2.00p
-------------- -------------
Total return Six month 9 month period
period ended ended
30 September 31 March
2021 2021
NAV Total Return(3) 3.11% 8.77%
-------------- ---------------
Share price Total Return(4)
-------------- ---------------
- Worsley Investors Limited 10.00% 15.25%
-------------- ---------------
- FTSE All Share Index 7.95% 26.71%
-------------- ---------------
- FTSE Real Estate Investment
Trust Index 11.86% 19.93%
-------------- ---------------
Worsley Associates LLP ('Worsley Associates') was appointed on
31 May 2019 as Investment Advisor (the "Investment Advisor") to
Worsley Investors Limited (the "Company"). At an EGM held on 28
June 2019, an ordinary resolution was passed to adopt new
Investment Objective and Policy. The Investment Objective and
Policy are set out below.
As previously announced, the Company has changed its accounting
year end from 30 June to 31 March.
Past performance is not a guide to future performance.
(1) Mid-market share price (source: Shore Capital and Corporate
Limited).
(2) Earnings per share based on the net profit for the period of
GBP0.434 million (31 December 2020: net profit of GBP0.675 million)
and the weighted average number of Ordinary Shares in issue during
the period of 33,740,929 (31 December 2020: 33,740,929).
(3) On a pro forma basis, which includes adjustments as
necessary to take account of the effect of capital alterations
during the period. NAV Total Return is a measure showing how the
NAV per share has performed over a period of time, taking into
account both capital returns and any dividends paid to
shareholders.
(4) A measure showing how the share price has performed over a
period of time, taking into account both capital returns and any
dividends paid to shareholders.
Source : Worsley Associates LLP and Shore Capital and Corporate
Limited.
Chairman's Statement
These are our first Half Year Report and Condensed Unaudited
Consolidated Financial Statements since moving our financial year
end to 31 March each year and consequently they are the first
produced to a 30 September reporting date.
Results
The Company made steady progress in sometimes choppy market
conditions. Our overall Net Asset Value ("NAV") return for the six
months was +3.11% and our Share Price Total Return was +10.0% over
the same period. The latter measure was largely driven by the
continued narrowing of the discount of our share price to our NAV
per share, which was 28.1% at 30 September 2021 having improved
from 32.6% at 31 March 2021. At our previous half year (30 June
2021), the discount stood at 36.4%.
There were three principal components to our overall NAV return:
the rental flow (net of property expenses) from the Curno cinema,
the returns on our core equity strategy, and foreign exchange
translation gains on the value of our Euro-denominated assets
(principally Curno), which in this period, ran marginally in our
favour. In very broad terms, these three components contributed
45%, 38% and 17% of our NAV returns. Due to the continued
compounding of returns from our core equity portfolio, and even
against the headwind of the foreign exchange movement, the
proportion of our NAV invested in Curno continued to fall, albeit
more modestly than in previous reporting periods, to 55% from 58%
as at 31 March 2021 and from 66% at 30 June 2020.
The six-month rate of return on our core equity strategy was
+5.45%. This compares to a total return of +7.95% for the FTSE All
Share Index ("ASI"), which is the most commonly used measure of
equity market performance for UK-listed equities. While the ASI
provides useful market context, it is of limited value as a direct
comparator to our core equity strategy given its very different
construction being dominated by a handful of very large
international companies with our portfolio concentrated on smaller
issuers, with a typical market capitalisation of under GBP600
million and sometimes much less than that. We also focus on special
or value anomaly situations and so our returns are typically
concentrated around the timing of changes or events, in relation to
those specific investee companies, which release the latent value
in our positions and the timings of which are not necessarily
correlated with general market moves.
The capital currently available for our core equity strategy is
now essentially fully deployed and, as positions have matured, some
harvesting of gains and recycling into new investments is under
way. As at 6 December, the core portfolio has a market value of
approximately GBP6.46 million, nearly 60% above cost, and has an
internal rate of return of some 80% p.a. over the last twelve
months. That is an excellent result by any standards, although
returns will tend to be more "lumpy" than general market returns
and not always delivered according to the same timetable.
With respect to Curno, you will note that the external valuer,
Knight Frank, has maintained its assessment of the current value of
the asset given its caution over the scarcity of comparable sales
evidence during the pandemic lock-down and its uncertainty over the
course of future events. While we respect its view, the Investment
Advisor and the Board hoped and believed that the normalisation of
trading, the significantly improved financial standing of the
tenant's parent company group, and the regularisation of rental
payments should warrant a re-appraisal of the appropriate yield and
capital value of the asset. The reported return on the asset over
the period has consequently been a combination of net rental and
foreign exchange translation only with no local currency/Euro
capital appreciation.
The Investment Advisor gives more granular insight into
investment activity in its report below.
Strategic Priorities
It remains our strategic priority to release the capital tied up
in Curno for use in our core equity strategy and, as our Investment
Advisor discusses in its report, the marketing process has recently
recommenced. Once we have released the capital and have redeployed
it in our core equity strategy, we shall revisit the topic of
raising further share capital to expand the Company and improve its
economies of scale. That would be an appropriate juncture to make
an assessment of the Company's consequent dividend policy.
Outlook
We have all become aware of the emergence of a new COVID -19
variant, labelled the "Omicron" variant by the World Health
Organisation. At the time of writing, it is probably fair to say
that more is not known than is known about its public health and
economic implications. Reports indicate that it has a substantially
higher rate of transmissibility than previous variants, and
although it may be less likely to cause severe disease and
mortality in most patients, it remains potentially fatal for some,
in particular the unvaccinated. The combination of higher incidence
albeit with lower proportions of hospitalisation may yet present a
very large, perhaps unmanageable, absolute number of
hospitalisations. Currently, it is too early for us to assess how
great a setback Omicron is or will be. On the face of it, this may
turn back the clock by several months as travel restrictions,
social distancing measures, working from home and the like are
re-introduced by governments while they race to increase
vaccination rates and booster programmes and we wait for new
vaccines to be developed.
In the very short time since the news broke, stock markets have
retreated modestly overall and more materially for COVID -sensitive
sectors such as airlines, hospitality, and the like. It remains to
be seen if this becomes a more substantial decline as in the early
part of 2020. Whether it does or not, what is probable is that as
solutions are developed, economies, markets and companies will once
again begin to recover as they did from the second half of 2020.
What is not yet determinable is the precise timing and extent of
such developments, positive and negative. For our core equity
strategy, if there is a substantial market decline, we would expect
it will provide an enriched opportunity set where more share prices
are at least temporarily disconnected from underlying values and
which will in many instances become profit vehicles for those of us
who can look ahead to the normalisation of activity afterwards. For
the Curno asset, we shall have to see what (if any) effect the
Omicron news has on potential buyer appetite in the immediate
future. In the meantime, Curno generates a very good ungeared rate
of return for a property asset, albeit not as exciting a rate of
return as we expect over time from our core equity strategy. It
also benefits from a substantial parent company guarantee within a
group which recently raised very significant amounts of equity for
strategic development.
On behalf of the Board, I would like to thank our Investment
Advisor, Worsley Associates LLP, for the encouraging progress they
continue to make in repositioning our portfolio and to thank you,
our shareholders, for your continuing support.
W. Scott
Chairman
15 December 2021
Investment Advisor's Report
Investment Advisor
The Investment Advisor, Worsley Associates LLP, is regulated by
the FCA and is authorised to provide investment management and
advisory services.
In the period under review, the equities portfolio remained
fully invested, and the Investment Advisor has been focussed on its
development and overseeing investor interest in the Curno cinema,
on which the operational impact of COVID-19 pandemic is
increasingly historical.
Curno Cinema Complex
The Group's Italian multiplex cinema complex, located in Curno,
on the outskirts of Bergamo, is let in its entirety to UCI Italia
S.p.A. ("UCI").
The cinema lease remains as amended in June 2020.
The key rental terms of the lease, which has a final termination
date of 31 December 2042, are:
Base Rent
1 March 2021 to 31 December 2021 - EUR915,000 per annum.
Thereafter to be indexed annually to 100% of the Italian ISTAT
Consumer Index on an upwards-only basis.
Variable Rent
Incremental rent is payable at the rate of EUR1.50 per ticket
sold above a minimum threshold of 350,000 tickets per year up to
450,000 tickets per year, rising in 50,000 ticket stages above this
level up to EUR2.50 per extra ticket.
Tenant Guarantee
The lease benefits from a rental guarantee of an initial EUR13
million, reducing over 15 years to EUR4.5 million, given by a U.K.
domiciled European holding company for the UCI group, United
Cinemas International Acquisitions Limited, which has latest
published shareholders' funds of GBP375.4 million.
Tenant break option
UCI has the right to terminate the lease on 30 June 2035.
Trading
The cinema, having been closed at the beginning of the period
because of COVID-19 related regional regulations, reopened on 20
May 2021. Since then, trading has steadily built, aided in
particular after period end by a strong slate of new movie
releases.
Rentals have resumed their regular pattern of monthly payment
and remain current.
Valuation
As at 30 September 2021, the Group's independent asset valuer,
Knight Frank LLP, fair valued the Curno cinema at EUR9.6 million
(30 June 2021: EUR9.6 million), and this figure has been adopted in
these Financial Statements.
As noted previously, it had been the Board's expectation that
the valuation of the Curno cinema would increase once the enhanced
rental under the June 2020 amendment began to be generated by the
property from 1 March 2021 onwards.
Notwithstanding this, the valuer chose to retain an unchanged
valuation by dint of increasing the yield at which it capitalised
the rental. The rationale for this conservative approach was that,
at the time of producing its report, there was still very limited
market evidence upon which for it to rely. This factor is expected
to abate somewhat once, post COVID-19, the Italian Real Estate
market returns to more usual levels of activity.
In view of the return to regular rental arrangements, we have
been liaising with several Italian real estate advisers which have
reported interest from a number of investors. The Group will retain
the Curno cinema until a disposal can be effected at a price which
the board believes properly reflects its medium term prospects.
Investment Strategy
The Investment Advisor's strategy allies the taking of holdings
in British quoted securities priced at a deep discount to their
intrinsic value, as determined by a comprehensive and robust
research process. Most of these companies will have smaller to
mid-sized equity market capitalisations, which will in general not
exceed GBP600 million. It is intended to secure influential
positions in such British quoted securities, with the employment of
activism as necessary to drive highly favourable outcomes.
During September and the first week of October, the prices of
British equities drifted downwards, with the U.K. Government
announcing increases in NIC to fund social care reform and the
expectation of widespread monetary tightening internationally. From
that point such concerns eased and, aided by the U.S. reopening its
borders to air travel, sentiment improved, with the U.K. market
trending upwards for five weeks to reach, following good U.K. GDP
figures, a post COVID-19 high on 11 November. From mid-November,
British equities again faltered somewhat, reflecting renewed
worries that interest rate increases were imminent.
Events took a dramatic turn on 26 November with the emergence of
the Omicron COVID-19 variant, and the U.K.'s announcement of the
restoration of certain associated restrictions. As a direct
consequence, the U.K. market fell almost 4% in a day, although
since then there has been a judicious recovery, on a view that the
impact of the new variant would be significantly less than
initially feared. Share prices, in the Company's target universe of
British smaller companies, which had peaked at the end of August,
have in the subsequent period been rather less buoyant than the
overall market.
The Company's portfolio has remained fully invested during the
reporting period. This includes a previously undisclosed holding of
some 1.7% of Net Assets in Hurricane Energy plc ('Hurricane') July
2022 US$ 7.5% bonds, which are listed on The International Stock
Exchange. Hurricane has a market capitalisation of GBP80.7 million
and operates the Lancaster oil field on the Rona Ridge, west of the
Shetland Isles. Our holding was purchased at an average of 63.6% of
par. As at 31 October 2021, the Hurricane group is estimated to
have held cash slightly in excess of the then remaining principal
value of the Bonds, which subsequent repurchases have reduced to
some US$80 million. In addition, Hurricane has forecast average
operating cash inflows of US$7 million/month until the end of May
2022, and recent out turns have been in line with this.
The biggest portfolio position continues to be the shareholding
of just over 4% in Smiths News plc, England's major distributor of
newspapers and magazines. In early November, Smiths News published
its 2021 preliminary results, which disclosed increased
profitability as COVID-19 pressures eased, reorganisation costs
much reduced from previous years, and a better-than-expected
reduction in debt. Together with some significant one-off
non-trading receipts due before the end of 2021, significant
special dividends are in prospect.
The Northamber and Shepherd Neame shareholdings are unchanged
since the Annual Report. Preliminary (less than 2% of Net Assets)
holdings are also held in 10 other companies. During the period we
completed the exit of several positions, crystallising substantial
gains over their cost. Other than Hurricane one new position was
initiated.
As at 6 December 2021 the Company's portfolio, which had a total
cost of GBP4.09 million and a combined market value of some GBP6.46
million, comprised 14 stocks. The surplus on the portfolio was a
little under 60% of cost, a level which continues significantly to
understate the annualised return and remains very acceptable.
Results for the period
Cash revenue for the period to 30 September 2021 from Curno was
EUR457,500 (GBP393,000) (31 December 2020: EUR69,200 (GBP62,000)).
The rental received in the comparative period reflected the
five-month holiday granted under the 2020 lease amendment.
Property expenses, mainly local Curno property taxes, of some
EUR85,000 (GBP73,000) (31 December 2020: EUR87,000 (GBP79,000)),
were incurred.
General and administrative expenses of GBP267,000 (31 December
2020: GBP273,000) were broadly in line with expectations, even
allowing for legal costs relating to the Curno lease of EUR4,800
(GBP4,100) and the update of the articles of association
(GBP4,300). As intimated in the last Annual Report, in the new
policy year a step change in premium levels within the D&O
liability insurance market has largely consumed the benefit from
the completion of the amortisation of the property disposal
warranty insurance entered into in May 2017 (31 December 2020:
GBP7,200) There was also an increase in AUM-based costs because of
the growth in the value of the portfolio during calendar year
2021.
Transaction charges incurred on equity acquisitions were
GBP2,000 ( 31 December 2020: GBP16,000), reflecting a lower than
usual level of portfolio activity.
The Group's normalised ongoing operating costs for the full year
are expected to be similar to an annualisation of the level for the
first six months of the fiscal year. Prior to the ultimate sale of
Curno there is now limited scope for significant reduction in the
overall cost base.
The equities portfolio performed strongly in the first three
months of the period before a retracement in the second three
months, resulting in a GBP0.275 million net investment gain for the
period as a whole ( 31 December 2020: GBP1.012 million).
Taxation is payable on an ongoing basis on Italian income and in
Luxembourg, with a small legacy exposure in Germany. For the period
an amount of GBP14,000 ( 31 December 2020: GBP47,000) was expensed.
In addition, VAT, predominantly Italian, of some GBP53,000 was
paid.
The Group continues to expect operating cash flow (that is prior
to allowance for equity income) to be broadly neutral on an ongoing
basis.
Net Assets at 30 September 2021 were GBP14.453 million, which
compares with the GBP14.019 million contained in the 31 March 2021
Annual Report. The increase is principally because of the net
impact of the profit in the period of GBP0.321 million augmented by
a GBP78,000 increase in the pound sterling fair value of the Curno
property.
Financial Position
The Group's Statement of Financial Position as at 30 September
2021 continued to be solid with GBP418,000 held in cash and no
debt. Supplemented by the ready liquidity of the equity portfolio
and positive ongoing cash flows the financial position remains
good.
In due course the sale of the Curno cinema will provide further
resources for equity investment.
Euro
As at 30 September 2021, some 58% of Total Assets are
denominated in Euros, of which the Curno property was some 55% of
Total Assets, down from 58% as at 31 March 2021. The pound sterling
Euro cross rate moved slightly during the period from 1.175 as at
31 March 2021 to 1.164 as at 30 September 2021. This cross rate
will continue to be a potentially significant influence on the
level of Group Net Assets until Curno's disposal.
Outlook
U.K. stock market prices were strong in the first half of 2021
and U.K. GDP has now recovered to the level of March quarter 2020.
As previously reported, the Worsley investment strategy, which is
company centric, is relatively less affected by such
influences.
The reopening of cinemas in Italy, which has undertaken a
commendable COVID-19 vaccination programme, had no impact on rental
receipts, but nonetheless is an essential prerequisite to any
disposal of the Group's Curno cinema.
The major stock markets would appear to have formed the view
that, notwithstanding associated precautionary restrictions, the
Omicron COVID-19 variant will not prove to cause a major economic
disruption. Nevertheless, we remain of the view that the
extraordinary policy measures adopted in response to the COVID-19
pandemic in general have had distortionary impacts which will only
become apparent as they are unwound.
The permanently altered landscape for certain industries will
certainly lead to serious demands on a significant number of
companies. Some of these will unsurprisingly fail to meet market
expectations.
Despite the obvious challenges, such dislocations as caused by
the pandemic in fact inevitably lead to considerable company
mispricing and are thus a fertile source of opportunity, which
provides valuable feedstock for our strategy to exploit.
The Company's equity portfolio, viewed against such a climate
for future activity, is considered well positioned.
Worsley Associates LLP
15 December 2021
Interim Management Report
A description of the important events which have occurred during
the first six months of the financial year and their impact on the
performance of the Company as shown in the Financial Statements is
given in the Chairman's Statement, the Investment Advisor's Report
and the Notes to the Financial Statements and are incorporated here
by reference.
Statement of principal risks and uncertainties
The Board is responsible for the Company's system of internal
controls and for reviewing its effectiveness. The Board, through
its Risk Committee, has carried out a robust assessment of the
principal risks and uncertainties facing the Company, using a
comprehensive risk matrix as the basis for analysing the Company's
system of internal controls while monitoring the investment limits
and restrictions set out in the Company's investment objective and
policy.
The principal risks assessed by the Board relating to the
Company were disclosed in the Annual Financial Report for the
nine-month period ended 31 March 2021. The principal risks
disclosed include investment risk, operational risk, accounting,
legal and regulatory risk, financial risks, foreign exchange risk
and COVID-19. A detailed explanation of these can be found on page
17 of the Annual Financial Report. The Board and Investment Advisor
do not consider these risks to have materially changed during the
six months ended 30 September 2021 and they are not expected to
change in the remainder of the financial year.
Going concern
The Directors, at the time of approving the Financial
Statements, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
next 12 months. The lease income generates enough cash flows to pay
on-going expenses. The Directors have considered the cash position
and performance of the current capital invested of the Group and
concluded that it is appropriate to adopt the going concern basis
in the preparation of these Financial Statements.
Going concern is assessed over a minimum period of 12 months
from the approval of these Financial Statements. The Board
considers there to be no material uncertainty due to the fact that
the Group currently has no borrowing, retains a significant cash
balance and that the Company's equity investments comprise
predominantly readily realisable securities.
Interim Report is Unaudited
This Interim Report has not been audited, nor reviewed by
auditors pursuant to the Auditing Practices Board guidance on
Review of Interim Financial Information.
Responsibility Statement
We confirm to the best of our knowledge that:
-- the Condensed Unaudited Interim Financial Statements have
been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting'; as required by Disclosure
Guidance & Transparency Rule ("DTR") 4.2.4R of the UK's
Financial Conduct Agency ("FCA"); and
-- the Interim Management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events which have occurred during the
first six months of the financial year and their impact on the
condensed set of Financial Statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions which have taken place in the first six
months of the current financial year and which have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last Annual Report which could do so.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website, and for the preparation and dissemination of
financial statements. Legislation in Guernsey governing the
preparation and dissemination of financial statement may differ
from legislation in other jurisdictions.
On behalf of the Board
W. Scott
Chairman
15 December 2021
Condensed Unaudited Consolidated Statement of Comprehensive
Income
For the six months ended 30 September 2021
For the six For the six
month period month period
to to
30 September 31 December
2021 2020
(Unaudited) (Unaudited)
Notes GBP000s GBP000s
---- ------ --------------------------------------- ------ -------------- --------------
3 &
Gross property income 6 369 385
3 &
Property operating expenses 6 (73) (79)
Net property income 296 306
----------------------------------------------------- ------ -------------- --------------
Net gain on investments at fair
value through profit or loss 7 275 1,012
Lease incentive movement 3 24 (323)
Other income 7 -
General and administrative expenses 4 (267) (273)
---- ----------------------------------------------- ------ -------------- --------------
Operating profit 335 722
----------------------------------------------------- ------ -------------- --------------
Profit before tax 335 722
----------------------------------------------------- ------ -------------- --------------
Income tax expense (14) (47)
Profit for the period 321 675
----------------------------------------------------- ------ -------------- --------------
Other comprehensive income/(loss)
Foreign exchange translation gain/(loss) 113 (107)
------------------------------------------------ ------ -------------- --------------
Total items which are or may be reclassified
to profit or loss 434 (107)
----------------------------------------------------- ------ -------------- --------------
Total comprehensive profit for the
period 434 568
----------------------------------------------------- ------ -------------- --------------
Basic and diluted earnings per ordinary
share (pence) 5 0.95 2.00
----------------------------------------------------- ------ -------------- --------------
The accompanying notes form an integral part of these Financial
Statements
Condensed Unaudited Consolidated Statement of Changes in
Equity
For the six months ended 30 September 2021
Foreign
Revenue Distributable currency Total
reserve reserve reserve equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP000s GBP000s GBP000s GBP000s
------------------------------ ------------ -------------- ------------ ------------
Balance at 1 April 2021 (44,972) 47,263 11,728 14,019
Profit for the period 321 - - 321
Other comprehensive income - - 113 113
Balance at 30 September 2021 (44,651) 47,263 11,841 14,453
------------------------------- ------------ -------------- ------------ ------------
For the six months ended 31 December 2020
Foreign
Revenue Distributable currency Total
reserve reserve reserve equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
GBP000s GBP000s GBP000s GBP000s
----------------------------- ------------ -------------- ------------ ------------
Balance at 1 July 2020 (46,629) 47,263 12,256 12,890
Profit for the period 675 - - 675
Other comprehensive loss - - (107) (107)
Balance at 31 December 2020 (45,954) 47,263 12,149 13,458
------------------------------ ------------ -------------- ------------ ------------
The accompanying notes form an integral part of these Financial
Statements
Condensed Unaudited Consolidated Statement of Financial
Position
As at 30 September 2021
30 September 31 March
2021 2021
(Unaudited) (Audited)
Notes GBP000s GBP000s
--------- -------------------------------- ------ ------------- -----------
Non-current assets
Investment property 6 7,430 7,336
Lease incentive 818 834
------------------------------------------ ------ ------------- -----------
Total non-current assets 8,248 8,170
Current assets
Cash and cash equivalents 418 486
Investments held at fair value
through profit or loss 7 6,161 5,504
Trade and other receivables 8 36 264
Tax receivable 4 52
------------------------------------------ ------ ------------- -----------
Total current assets 6,619 6,306
Total assets 14,867 14,476
------------------------------------------- ------ ------------- -----------
Non-current liabilities
Provisions 43 42
Deferred tax payable 73 74
------------------------------------------ ------ ------------- -----------
Total non-current liabilities 116 116
Current liabilities
Trade and other payables 9 144 167
Tax payable 154 174
------------------------------------------ ------ ------------- -----------
Total current liabilities 298 341
Total liabilities 414 457
------------------------------------------- ------ ------------- -----------
Total net assets 14,453 14,019
------------------------------------------- ------ ------------- -----------
Equity
Revenue reserve (44,651) (44,972)
Distributable reserve 47,263 47,263
Foreign currency reserve 11,841 11,728
Total equity 14,453 14,019
------------------------------------------- ------ ------------- -----------
Number of ordinary shares 33,740,929 33,740,929
Net asset value per ordinary share
(pence) 11 42.84 41.55
------------------------------------------- ------ ------------- -----------
The Financial Statements were approved by the Board of Directors
and authorised for issue on 15 December 2021. They were signed on
its behalf by:
W. Scott
Chairman
The accompanying notes form an integral part of these Financial
Statements
Condensed Unaudited Consolidated Statement of Cash Flows
For the sixth months ended 30 September 2021
For the six For the six
month period month period
to to
30 September 31 December
2021 2020
(Unaudited) (Unaudited)
Notes GBP000s GBP000s
----------------------------------------- ------ -------------- --------------
Operating activities
Profit before tax 335 722
Adjustments for:
Net gains on investments held at
fair value through profit or loss 7 (275) (1,012)
Dividend income 66 5
Decrease in trade and other receivables 168 16
Increase/(decrease) in provisions 1 (1)
Decrease in trade and other payables (23) (67)
Purchase of investments held at
fair value through profit or loss 7 (529) (1,866)
Sale of investments held at fair
value through profit or loss 7 80 23
Net cash used in from operations (177) (2,180)
-------------------------------------------------- -------------- --------------
Tax paid 65 17
Net cash outflow from operating activities (112) (2,163)
-------------------------------------------------- -------------- --------------
Effects of exchange rate fluctuations 44 (5)
Decrease in cash and cash equivalents (68) (2,168)
-------------------------------------------------- -------------- --------------
Cash and cash equivalents at start
of the period 486 2,632
Cash and cash equivalents at the period
end 418 464
-------------------------------------------------- -------------- --------------
The accompanying notes form an integral part of these Financial
Statements
1. Operations
Worsley Investors Limited (the "Company") is a limited
liability, closed-ended investment company incorporated in
Guernsey. The Company historically invested in commercial property
in Europe which was held through Subsidiaries. The Company's
current investment objective is to provide Shareholders with an
attractive level of absolute long-term return, principally through
the capital appreciation and exit of undervalued securities. The
existing real estate asset of the Company will be realised in an
orderly manner, that is with a view to optimising the disposal
value of such asset.
The Condensed Unaudited Consolidated Financial Statements (the
"Financial Statements") of the Company for the period ended 30
September 2021 comprise the Financial Statements of the Company and
its Subsidiaries (together referred to as the "Group").
Worsley Associates LLP was appointed on 31 May 2019 as
Investment Advisor to the Company.
Please refer to the Investment Policy below. The Company's
registered office is included below.
2. Significant accounting policies
Basis of preparation
These Financial Statements have been prepared in accordance with
International Accounting Standard ("IAS") 34 'Interim Financial
Reporting' as required by DTR 4.2.4R, the Listing Rules of the
London Stock Exchange and applicable legal and regulatory
requirements. They do not include all the information and
disclosures required in Annual Financial Statements and should be
read in conjunction with the Company's last Annual Report and
Audited Consolidated Financial Statements for the nine-month period
ended 31 March 2021.
The same accounting policies and methods of computation are
followed in the Interim Financial Report as compared with the most
recent Annual Financial Statements for the nine-month period ended
31 March 2021.
Going concern
The Directors, at the time of approving the Financial
Statements, have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
next 12 months. The lease income generates enough cash flows to pay
on-going expenses. The Directors have considered the cash position
and performance of the current capital invested of the Group and
concluded that it is appropriate to adopt the going concern basis
in the preparation of these Financial Statements.
Going concern is assessed over a minimum period of 12 months
from the approval of these Financial Statements. The Board consider
there to be no material uncertainty owing to the fact that the
Group currently has no borrowing, retains a significant cash
balance and that the Company's equity investments comprise
predominantly readily realisable securities.
3. Gross property income
Gross property income for the period ended 30 September 2021
amounted to GBP0.369 million (31 December 2020: GBP0.385 million).
The Group leases out its investment property under an operating
lease which is structured in accordance with local practices in
Italy. The Group's lease agreement in place as at 30 September 2021
was unchanged from that disclosed in the Company's Audited Annual
Financial Statements for the year ended 31 March 2021.
Property income
30 September 31 December
2021 2020
GBP000s GBP000s
(Unaudited) (Unaudited)
---------------------------------------------------- ------------- ------------
Property income received (net of lease incentives) 393 62
Straight-lining of lease incentives (24) 323
---------------------------------------------------- ------------- ------------
Property income 369 385
---------------------------------------------------- ------------- ------------
Expense from services to tenants, other property operating and
administrative expenses
30 September 31 December
2021 2020
GBP000s GBP000s
(Unaudited) (Unaudited)
------------------------------------------- ------------- ------------
Property expenses arising from investment
property which generates income 73 79
------------------------------------------- ------------- ------------
Total property operating expenses 73 79
------------------------------------------- ------------- ------------
There were no p roperty expenses arising from investment
property which did not generate income.
4. General and administrative expenses
30 September 31 December
2021 2020
GBP000s GBP000s
(Unaudited) (Unaudited)
------------------------ ---------------------------- ------------- ------------
Administration fees 60 54
General expenses 31 49
Audit fees 22 21
Legal and professional fees 17 17
Directors' fees
(note 13) 23 23
Insurance costs 12 16
Corporate broker fees 13 13
Investment Advisor fees (note 13) 89 80
Total 267 273
---------------------------------------------------------- ------------- ------------
5. Basic and diluted earnings per ordinary share (pence)
The basic and diluted earnings per share for the Group is based
on the net profit for the period of GBP0.321 million (31 December
2020: net profit of GBP0.675 million) and the weighted average
number of Ordinary Shares in issue during the period of 33,740,929
(31 December 2020: 33,740,929). There are no instruments in issue
which could potentially dilute earnings or loss per Ordinary
Share.
6. Investment property
30 September
2021 31 March 2021
(Unaudited) (Audited)
GBP000s GBP000s
----------------------------------------------- ------------- --------------
Valuation of investment property before lease
incentive adjustment
at beginning of period/year 8,170 8,696
Foreign exchange translation 78 (526)
Independent external valuation 8,248 8,170
Adjusted for: Lease incentive* (818) (834)
Fair value of investment property at the end
of the period/year 7,430 7,336
---------------------------------------------------- ------------- --------------
* The Lease incentive is separately classified as a non-current
asset within the Consolidated Statement of Financial Position and
to avoid double counting is hence deducted from the independent
property valuation to arrive at fair value for accounting
purposes.
The property is carried at fair value. The lease incentive
granted to the tenant is amortised over the term of the lease. In
accordance with IFRS, the external independent valuation is reduced
by the carrying amount of the lease incentive as at the valuation
date. Quarterly valuations are carried out at 31 March, 30 June, 30
September and 31 December by Knight Frank LLP, external independent
valuers.
The resultant fair value of investment property is analysed
below by valuation method, according to the levels of the fair
value hierarchy. The different levels have been defined as
follows:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1
which are observable for asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability which are not based
on observable market data (unobservable inputs).
The investment property (Curno) is classified as Level 3.
The significant assumptions made relating to its independent
valuation are set out below:
Significant assumptions 30 September 2021 31 March 2021
(Unaudited) (Audited)
---------------------------------------------------- ------------------ --------------
Gross estimated rental value per square metre p.a. 114.00EUR 114.00EUR
Equivalent yield 9.10% 9.10%
The external valuer has carried out its valuation using the
comparative and investment methods. The external valuer has made
the assessment on the basis of a collation and analysis of
appropriate comparable investment and rental transactions. The
market analysis has been undertaken using market knowledge,
enquiries of other agents, searches of property databases, as
appropriate and any information provided to them. The external
valuer has adhered to the RICS Valuation - Professional
Standards.
An increase/decrease in ERV (Estimated Rental Value) will
increase/decrease valuations, while an increase/decrease to yield
decreases/increases valuations. The table below sets out the
sensitivity of the independent property valuation to changes of 50
basis points in Fair Value.
Movement 30 September 2021 31 March 2021
(Unaudited) (Audited)
--------------- ------------------- -------------------- --------------------
Increase of 50 Property valuation Decrease of EUR0.5 Decrease of EUR0.5
basis points equivalent million million
yield
Decrease of 50 Property valuation Increase of EUR0.5 Increase of EUR0.5
basis points equivalent million million
yield
Increase of 50 Gross estimate Increase of EUR0.04 Increase of EUR0.04
basis points rental value million million
Decrease of 50 Gross estimate Decrease of EUR0.06 Decrease of EUR0.06
basis points rental value million million
Property assets are inherently difficult to value owing to the
individual nature of each property. As a result, valuations are
subject to uncertainty. There is no assurance that estimates
resulting from the valuation process will reflect the actual sales
price even where a sale occurs shortly after the valuation date.
Rental income and the market value for properties are generally
affected by overall conditions in the local economy, such as growth
in Gross Domestic Product ("GDP"), employment trends, inflation and
changes in interest rates. Changes in GDP may also impact
employment levels, which in turn may impact the demand for
premises. Furthermore, movements in interest rates may affect the
cost of financing for real estate companies.
Both rental income and property values may be affected by other
factors specific to the real estate market, such as competition
from other property owners, the perceptions of prospective tenants
of the attractiveness, convenience and safety of properties, the
inability to collect rents because of the bankruptcy or the
insolvency of tenants, the periodic need to renovate, repair and
release space and the costs thereof, the costs of maintenance and
insurance, and increased operating costs. The Investment Advisor
addresses market risk through a selective investment process,
credit evaluations of tenants, ongoing monitoring of tenants and
through effective management of the property.
The valuation report received from the independent valuer
included a 'Material Valuation Uncertainty' paragraph in relation
to the market risks linked to the COVID-19 pandemic: this paragraph
explains that the valuer has attached less weight to previous
market evidence for comparison purposes to achieve an informed
opinion on value. The valuer therefore recommends that a higher
degree of caution should be attached to this valuation compared to
valuations carried out under normal circumstances.
7. Investments at fair value through profit or loss
("FVTPL")
30 September 2021 31 March 2021
GBP000s GBP000s
(Unaudited) (Audited)
Opening book cost 3,353 1,615
Total unrealised gains at beginning of period 2,151 69
---------------------------------------------------------------- ------------------ --------------
Fair value of investments at FVTPL at beginning of period 5,504 1,684
Purchases 529 1,895
Sales (81) (217)
Realised gains 24 60
Unrealised gains 185 2,082
---------------------------------------------------------------- ------------------ --------------
Total investments at FVTPL 6,161 5,504
---------------------------------------------------------------- ------------------ --------------
Closing book cost 3,825 3,353
Total unrealised gains at end of period 2,336 2,151
Total investments at FVTPL 6,161 5,504
----------------------------------------------- ----------- -----------
30 September 2021 31 December 2020
GBP000s GBP000s
(Unaudited) (Unaudited)
Realised gains 24 10
Unrealised gains 185 993
------------------------------------------------ ------------------ -----------------
Total gains on investments at FVTPL 209 1,003
------------------------------------------------ ------------------ -----------------
Investment income 66 9
------------------------------------------------ ------------------ -----------------
Total gains on financial assets at FVTPL 275 1,012
------------------------------------------------ ------------------ -----------------
The fair value of investments at FVTPL are analysed below by
valuation method, according to the levels of the fair value
hierarchy. The different levels have been defined as follows:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1
which are observable for asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability which are not based
on observable market data (unobservable inputs).
The following table analyses within the fair value hierarchy the
Company's financial assets at fair value through profit or
loss:
30 September 2021 Level 1 Level 2 Level 3 Total
GBP000s GBP000s GBP000s GBP000s
Fair value through profit or loss
----------- -------- -------- --------
- Investments 4,712 1,449 - 6,161
----------- -------- -------- --------
As at 30 September 2021, within the Company's financial assets
classified as Level 2, securities totalling GBP869,021 are traded
on the London Stock Exchange or AIM, with securities of GBP334,050
being traded on the Aquis Exchange and GBP245,709 being traded on
The International Stock Exchange. The Level 2 securities are valued
at the traded price as at the period end and no adjustment has been
deemed necessary to these prices. However, although these are
traded, they are not regularly traded in significant volumes and
hence have been classified as level 2.
31 March 2021 Level 1 Level 2 Level 3 Total
GBP000s GBP000s GBP000s GBP000s
Fair value through profit or loss
----------- -------- -------- --------
- Investments 3,976 1,527 - 5,503
----------- -------- -------- --------
As at 31 March 2021, within the Company's financial assets
classified as Level 2, securities totalling GBP1,227,000 are traded
on the London Stock Exchange or AIM, with the remaining securities
of GBP300,000 being traded on the Aquis Exchange.
The valuation and classification of the investments are reviewed
on a regular basis. The Board determines whether or not transfers
have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input which is
significant to the fair value measurement as a whole) at the end of
each reporting period.
8. Trade and other receivables
30 September
2021 31 March 2021
GBP000s GBP000s
(Unaudited) (Audited)
------------------------------ ------------- --------------
Rent receivable - 183
Investment income receivable 4 -
VAT receivable - 53
Prepayments 32 28
Total 36 264
-------------------------------- ------------- --------------
The carrying values of trade and other receivables are
considered to be approximately equal to their fair value.
9. Trade and other payables
30 September
2021 31 March 2021
GBP000s GBP000s
(Unaudited) (Audited)
-------------------------------------- ------------- --------------
Investment Advisor's fee (note 13) 16 14
Administration fees 30 10
Legal and professional fees - 8
Audit fee 24 40
Directors' fees payable (note 13) - 2
Other 74 93
Total 144 167
-------------------------------------- ------------- --------------
Trade and other payables are non-interest bearing and are
normally settled on 30-day terms. The carrying values of trade and
other payables are considered to be approximately equal to their
fair value.
10. Share capital
9 months ended
30 September 2021 31 March 2021
Number of shares Number of shares
(Unaudited) (Audited)
Shares of no par value issued and fully paid
Balance at the start of the period 33,740,929 33,740,929
Balance at the end of the period 33,740,929 33,740,929
---------------------------------------------- ------------------ -----------------
9 months ended
30 September 2021 31 March 2021
GBP000s GBP000s
(Unaudited) (Audited)
------------------------------------------------------ ------------------ ---------------
Balance at the start of the period 14,019 12,890
Profit for the period and other comprehensive income 434 1,129
Balance at the end of the period 14,453 14,019
------------------------------------------------------ ------------------ ---------------
No shares were issued by the Company during the period (31 March
2021: none).
11. Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 30 September 2021 is
based on the net assets attributable to the ordinary shareholders
of GBP14.453 million (31 March 2021: GBP14.019 million) and on
33,740,929 (31 March 2021: 33,740,929) ordinary shares in issue at
the Consolidated Statement of Financial Position date.
12. Financial risk management
The Company's financial risk management objectives and policies
are consistent with those disclosed in the Company's Audited Annual
Financial Statements for the nine-month period ended 31 March
2021.
13. Related party transactions
The Directors are responsible for the determination of the
Company's investment objective and policy and have overall
responsibility for the Group's activities including the review of
investment activity and performance.
Mr Nixon, a Director of the Company, is also Founding Partner
and a Designated Member of Worsley Associates LLP ("Worsley"). The
total charge to the Consolidated Income Statement during the period
in respect of Investment Advisor fees to Worsley was GBP89,023 (31
December 2020: GBP80,409) of which GBP16,081 (31 March 2021:
GBP14,014) remained payable at the period end.
Upon appointment of Worsley as Investment Advisor (31 May 2019),
Mr Nixon waived his future Director's fee as he is a member of the
Investment Advisor.
As at 30 September 2021, Mr Nixon held 29.88% of the shares in
the Company (31 March 2021: 29.88%).
As at 30 September 2021, Mr Scott held 1.19% of the shares in
the Company (31 March 2021: 1.19%).
The aggregate remuneration and benefits in kind of the Directors
and directors of its subsidiaries in respect of the Company's
period ended 30 September 2021 amounted to GBP23,019 (31 December
2020: GBP22,829) in respect of the Group of which GBP17,500 (31
December 2020: GBP17,500) was in respect of the Company. No amount
remained payable at the period end (31 March 2021: GBP1,867).
All the above transactions were undertaken at arm's length.
14. Capital commitments and contingent liability
As at 30 September 2021 the Company has no capital commitments
(31 March 2021: no commitments).
Disposal of the Curno property may, depending on the terms,
incur Italian taxes which would be material in the context of
Shareholders' Funds. As at 30 September 2021 and up to the date of
approval, no disposal was in discussion. As a result, no provision
has been included in these Financial Statements.
15. Segmental analysis
As at 30 September 2021, the Group has two segments (31 March
2021: two).
The following summary describes the operations in each of the
Group's reportable segments for the current period:
Property Group Management of the Group's property asset.
Parent Company Parent Company, which holds listed equity investments
Information regarding the results of each reportable segment is
shown below. Performance is measured based on segment profit/(loss)
for the period, as included in the internal management reports that
are reviewed by the Board, which is the Chief Operating Decision
Maker ("CODM"). Segment profit is used to measure performance as
management believes that such information is the most relevant in
evaluating the results of certain segments relative to other
entities that operate within these industries.
The accounting policies of the reportable segments are the same
as the Group's accounting policies.
(a) Group's reportable segments
Continuing Operations
30 September 2021 Property Group Parent Company Total
GBP000 GBP000 GBP000
External revenue
Gross property income 369 - 369
Property operating expenses (73) - (73)
Other income 7 - 7
Net gain on investments at fair value through profit or loss - 275 275
Lease incentive movement 24 - 24
--------------- --------------- -------
Total segment revenue 327 275 602
Expenses
General and administrative expenses (74) (193) (267)
--------------- --------------- -------
Total operating expenses (74) (193) (267)
Profit before tax 253 82 335
Income tax charge (14) - (14)
--------------- --------------- -------
Profit after tax 239 82 321
Profit for the period 239 82 321
--------------- --------------- -------
Total assets 8,601 6,266 14,867
--------------- --------------- -------
Total liabilities 301 113 414
--------------- --------------- -------
For the comparative 6-month period, the Group had one
segment.
(b) Geographical information
The Company is domiciled in Guernsey. The Group has subsidiaries
incorporated in Europe.
The Group's revenue from external customers from continuing
operations and information about its segment non-current assets by
geographical location (of the country of incorporation of the
entity earning revenue or holding the asset) are detailed
below:
Revenue from External Customers Non-Current Assets
For the six months ended
30 September 2021 30 September 2021
GBP000 GBP000
-------- -------------------------------- -------------------
Europe 369 8,248
369 8,248
-------------------------------- -------------------
Revenue from External Customers Non-Current Assets
For the six months ended
31 December 2020 31 March 2021
GBP000 GBP000
-------- -------------------------------- -------------------
Europe 385 8,170
385 8,170
-------------------------------- -------------------
16. Subsequent events
There were no post period end events which require disclosure in
these Financial Statements.
Portfolio statement (unaudited)
as at 30 September 2021
Fair value % of Group
Currency GBP'000 Net Assets
----------------------------------------- ---------- ----------- ------------
UCI Curno EUR 8,248 57.07%
Less: lease incentive EUR (818) (5.66%)
----------- ------------
Total 7,430 51.41%
Smiths News Plc (formerly Connect
Group Plc) GBP 3,931 27.20%
Northamber Plc GBP 501 3.47%
Shepherd Neame Ltd GBP 269 1.86%
Hurricane Energy Plc - 7.5% Convertible
Bond Snr 24/07/2022 USD 246 1.70%
Total disclosed securities 4,947 34.23%
Other securities (none greater than
2% of Net Assets) 1,214 8.40%
Total securities 6,161 42.63%
Total investments 13,591 94.04%
----------- ------------
Investment Policy
Investment Objective and Policy Change
At an EGM held on 28 June 2019, an ordinary resolution was
passed to adopt a new Investment Objective and Policy.
Investment Objective
The Company's investment objective is to provide shareholders
with an attractive level of absolute long-term return, principally
through the capital appreciation and exit of undervalued
securities. The existing real estate asset of the Company will be
realised in an orderly manner, that is with a view to optimising
the disposal value of such asset.
Investment Policy
The Company aims to meet its objectives through investment
primarily, although not exclusively, in a diversified portfolio of
securities and related instruments of companies listed or admitted
to trading on a stock market in the British Isles (defined as (i)
the United Kingdom of Great Britain and Northern Ireland; (ii) the
Republic of Ireland; (iii) the Bailiwicks of Guernsey and Jersey;
and (iv) the Isle of Man). The majority of such companies will also
be domiciled in the British Isles. Most of these companies will
have smaller to mid-sized equity market capitalisations (the
definition of which may vary from market to market, but will in
general not exceed GBP600 million). It is intended to secure
influential positions in such British quoted securities with the
deployment of activism as required to achieve the desired
results.
The Company, Property Trust Luxembourg 2 SARL and Multiplex 1
SRL ("the Group") may make investments in listed and unlisted
equity and equity-related securities such as convertible bonds,
options and warrants. The Group may also use derivatives, which may
be exchange traded or over-the-counter.
The Group may also invest in cash or other instruments including
but not limited to: short, medium or long term bank deposits in
Pound sterling and other currencies, certificates of deposit and
the full range of money market instruments; fixed and floating rate
debt securities issued by any corporate entity, national
government, government agency, central bank, supranational entity
or mutual society; futures and forward contracts in relation to any
other security or instrument in which the Group may invest; put and
call options (however, the Group will not write uncovered call
options); covered short sales of securities and other contracts
which have the effect of giving the Group exposure to a covered
short position in a security; and securities on a when-issued basis
or a forward commitment basis.
The Group pursues a policy of diversifying its risk. Save for
the Curno Asset until such time as it is realised, the Group
intends to adhere to the following investment restrictions:
-- not more than 30 per cent. of the Gross Asset Value at the
time of investment will be invested in the securities of a single
issuer (such restriction does not, however, apply to investment of
cash held for working capital purposes and pending investment or
distribution in near cash equivalent instruments including
securities issued or guaranteed by a government, government agency
or instrumentality of any EU or OECD Member State or by any
supranational authority of which one or more EU or OECD Member
States are members);
-- the value of the four largest investments at the time of
investment will not constitute more than 75 per cent of Gross Asset
Value;
-- the value of the Group's exposure to securities not listed or
admitted to trading on any stock market will not exceed in
aggregate 35 per cent. of the Net Asset Value;
-- the Group may make further direct investments in real estate
but only to the extent such investments will preserve and/or
enhance the disposal value of its existing real estate asset. Such
investments are not expected to be material in relation to the
portfolio as a whole but in any event will be less than 25 per
cent. of the Gross Asset Value at the time of investment. This
shall not preclude Property Trust Luxembourg 2 SARL and Multiplex 1
SRL (the "Subsidiaries") from making such investments for
operational purposes;
-- the Company will not invest directly in physical commodities,
but this shall not preclude its Subsidiaries from making such
investments for operational purposes;
-- investment in the securities, units and/or interests of other
collective investment vehicles will be permitted up to 40 per cent.
of the Gross Asset Value, including collective investment schemes
managed or advised by the Investment Advisor or any company within
the Group; and
-- the Company must not invest more than 10 per cent. of its
Gross Asset Value in other listed investment companies or listed
investment trusts, save where such investment companies or
investment trusts have stated investment policies to invest no more
than 15 per cent. of their gross assets in other listed investment
companies or listed investment trusts.
The percentage limits above apply to an investment at the time
it is made. Where, owing to appreciation or depreciation, changes
in exchange rates or by reason of the receipt of rights, bonuses,
benefits in the nature of capital or by reason of any other action
affecting every holder of that investment, any limit is breached by
more than 10 per cent., the Investment Advisor will, unless
otherwise directed by the Board, ensure that corrective action is
taken as soon as practicable.
Borrowing and Leverage
The Group may engage in borrowing (including stock borrowing),
use of financial derivative instruments or other forms of leverage
provided that the aggregate principal amount of all borrowings
shall at no point exceed 50 per cent. of Net Asset Value. Where the
Group borrows, it may, in order to secure such borrowing, provide
collateral or security over its assets, or pledge or charge such
assets.
Corporate Information
Directors (All non-executive) Registered Office
W. Scott (Chairman) Sarnia House
R. H. Burke Le Truchot
B. A. Nixon St Peter Port
Guernsey, GY1 1GR
Investment Advisor Administrator and Secretary
Worsley Associates LLP Sanne Fund Services (Guernsey) Limited
First Floor (formerly Praxis Fund Services Limited)
Barry House Sarnia House
20 - 22 Worple Road Le Truchot
Wimbledon, SW19 4DH St Peter Port
United Kingdom Guernsey, GY1 1GR
Financial Adviser Corporate Broker
Shore Capital and Corporate Limited Shore Capital Stockbrokers Limited
Cassini House Cassini House
57 St James's Street 57 St James's Street
London, SW1A 1LD London SW1A 1LD
United Kingdom United Kingdom
Independent Auditor Registrar
BDO Limited Computershare Investor Services (Guernsey)
Place du Pr é Limited
Rue du Pr é 1(st) Floor
St Peter Port Tudor House
Guernsey, GY1 3LL Le Bordage
St Peter Port
Guernsey, GY1 1DB
Registration Number
43007
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