TIDMWINV
RNS Number : 7232S
Worsley Investors Limited
18 July 2022
18 July 2022
Worsley Investors Limited
(the "Company")
Annual Report for the period ended 31 March 2022
The Company is pleased to announce the release of its annual
report and audited consolidated financial statements for the period
ended 31 March 2022 (the "Annual Report"). A copy of the Annual
Report will be posted to shareholders and will be available to view
on the Company's website shortly at: www.worsleyinvestors.com
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar
Tel: +44 (0) 20 74080 4090
Sanne Fund Services (Guernsey) Limited (Administrator and
Secretary)
Chris Bougourd / Katrina Rowe
Tel: +44 (0) 1481 737600
LEI: 213800AF85VEZMDMF931
Performance Summary
31 March
2022 31 March 2021 % change
-----------------------------
Net Asset Value ("NAV") per
share 39.91p 41.55p -3.95%
---------- -------------- ---------
Share price(1) 27.70p 28.00p -1.07%
---------- -------------- ---------
Share price discount to NAV 30.59% 32.6%
---------- --------------
year ended 9 month period
31 March 2022 ended
31 March 2021
(Loss)/earnings per share(2) -1.50p 4.91p
--------------- ---------------
NAV Total Return(3) -3.95% 8.77%
--------------- ---------------
Share price Total Return(4)
--------------- ---------------
- Worsley Investors Limited -1.07% 15.25%
--------------- ---------------
- FTSE All Share Index 13.03% 26.71%
--------------- ---------------
- FTSE Real Estate Investment
Trust Index 22.54% 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 the new
Investment Objective and Policy. The Investment Objective and
Policy are set out below.
These financial statements are made up to the year ended 31
March 2022. The annual results, therefore, cover a twelve-month
period up to 31 March 2022 and are not entirely comparable to the
previous results, which covered a period of nine months to 31 March
2021.
Past performance is not a guide to future performance.
(1) Mid-market share price (source: Shore Capital and Corporate
Limited).
(2) Loss per share based on the net loss for the year of
GBP0.505 million (nine month period to 31 March 2021: net profit of
GBP1.657 million) and the weighted average number of Ordinary
Shares in issue during the year of 33,740,929 (nine month period to
31 March 2021: 33,740,929).
(3) On a pro forma basis which includes adjustments to add back
any prior NAV reductions from share redemptions. 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
After a positive NAV total return of +3.11% in the first half
year (i.e. to 30 September 2021), the second half of the year saw
that progress more than reversed with our result dipping for the
full 12 months to 31 March 2022 to a -3.95% return.
On a share price basis, shareholder returns were somewhat
better, in that the mid-market share price fell by just over 1% in
the year from 28.0p to 27.7p per share. The discount which the
share price represents in relation to NAV improved from 32.6% to
30.6% as the decline of the market price of shares was less than
the fall in NAV. As at 11 July, the latest practicable date for
which independent data was available before going to print, the
performance of Worsley Investors Limited shares was ranked 1st and
3rd in the UK smaller companies sector (in each case out of 24 in
the sector) over the past 3 and 12 months respectively.
The biggest contributor to this NAV return outcome was a
reduction in the independent valuer's appraisal of the Curno cinema
value. Over the full year, this more than outweighed the rest of
the Group's profit contribution. A fuller description of the
effects of this valuation downgrade is given in the Investment
Adviser's Report ("IAR"), but a very high-level summary is that the
valuer has chosen to increase the already very conservative
discount rate it applied to the rental stream from Curno and this
has more than offset the effect of the significant increase in
passing rental.
I would like to remind shareholders that the rent benefits from
an annual upwards-only indexation clause in relation to Italian
consumer price inflation. If this measure of inflation exceeds
5.29% p.a. for the year to 31 December 2022, the contractual base
rental for 2023 will exceed EUR1 million to give a passing rental
yield of more than 11.5% on the 31 March 2022 valuation.
We are in the fortunate position of having no borrowings and
consequently no banking covenants within which to operate. We can
therefore be judicious in an orderly sale process to optimise the
value of the asset as and when confidence returns to the pool of
potential buyers. We note that the last remaining restrictions on
the sale of food and beverages by cinema operators in this region
of Italy came to an end on 15 June 2022. This should improve the
in-theatre experience for customers and, as it is generally a major
contributor to operator returns in the cinema sector, the
profitability for our tenant, UCI.
The second major contributor to the negative NAV returns was the
corporate costs of Worsley Investors Limited. At GBP530,000, this
represented a welcome reduction in the annualised run-rate of just
under 10% and was broadly in line with expectations.
We also had a foreign exchange mark-to-market translation loss
of GBP48,000 on the Sterling value of mainly euro-based assets,
predominantly Curno. This was a modest figure over the whole year,
although it represented a GBP161,000 adverse turnaround from the
position at the halfway point in the year.
Notwithstanding the impact on equity markets of the Ukrainian
conflict, returns on our core equity portfolio held up well with a
total annualised return of 1.9% on the capital deployed in the
portfolio over the year . Worsley Associates gives more detail in
its IAR.
Strategic Priorities
It remains our key priority to release the capital tied up in
the Curno asset for redeployment in our core equity strategy. In
that regard, external events of the past two years have not been
helpful. Firstly, Covid restrictions and secondly, the acceleration
of rises in interest rates and medium-term bond yields which, with
the general availability of credit are key to the ability of buyers
to finance the purchase of property assets, have made this a slower
process than we hoped. The current yield and the inflation
protection built into the lease terms mean that the cinema is an
increasingly attractive asset in its own right, generating a high
and stable return. It is a truism that sometimes portfolio managers
have to sell good investments (such as the cinema) to buy even
better ones such as those in our core equity strategy. While the
board cannot control the external factors which determine
investment demand for a cinema in northern Italy, we are not forced
sellers at the prey of opportunistic buyers and can temper our
response to retain the cinema until a disposal can be achieved at a
price which properly reflects its medium-term prospects. In the
meantime, we have the prospect of an inflation-hedged return in
excess of 10% p.a.
As we compound returns on our core equity strategy over time and
have available for additional re-investment the net cash flow from
the cinema sub-group, the proportion of our total NAV represented
by the cinema can be expected to continue to fall. As at 31 March
2022, it had declined to 54% of NAV, down from 55% at 30 September
2021 and 58% at 31 March 2021. Two years ago, at 30 June 2020,
Curno represented 66% of NAV.
Our other key priority will be to grow the Company, thereby
spreading our largely fixed costs over an enlarged asset base and
benefiting from keener rates on tiered fee structures. Current
market circumstances are not likely to be receptive to an immediate
raise and so this remains more aspirational in the immediate short
term than something on which we have a particular timetable.
Outlook
When I last wrote to you in mid-December, we were looking
forward to an economy growing at a brisk pace as it recovered from
the COVID-19 lock-downs albeit there was then some uncertainty and
concern from the emergence of the then-new "Omicron" variant. As it
has turned out, Omicron was not the disaster which some had feared
and by being relatively mild, may arguably have had some benefit in
the achievement of so-called "herd immunity" and bringing to a
close the public health emergency phase of the pandemic. We
expected interest rates, which had been cut as the pandemic
started, to increase again in response to rising activity and
prices. After more than a decade of ultra-low rates in the wake of
the Global Financial Crisis of 2008, normalisation was at some
point inevitable. What we did not foresee was the Russian invasion
of Ukraine in February. Although both countries, especially Russia,
are geographically large, their proportion of global GDP is
relatively small. In 2019 (the last full year before the Covid
pandemic), according to the World bank and IMF, Russia's GDP was
ranked at number 12 in the World (smaller than South Korea) and
Ukraine, at number 57, was much smaller than New Zealand. That
said, Russia is a significant supplier of energy and minerals and
Ukraine of food for both the human and animal population across the
world and of fertiliser used in the agricultural industries of many
countries. The supply disruption caused by sanctions and by Russian
military action has caused dislocation and sharp price rises in
basic elements of our own, apparently domestic, economy.
The immediate consequence is that interest rates are rising (as
we expected) but at a much faster rate than we had anticipated.
Whilst the stock market has weakened in immediate consequence, in
due course this should further enrich the opportunity set for a
value-based equity strategy such as is our core strategy.
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 developing our portfolio and to thank you, our
shareholders, for your continuing support.
W. Scott
Chairman
15 July 2022
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 year under review, the equities portfolio continued to be
almost fully invested, and the Investment Advisor has concentrated
on its development and fostering investor interest in the Curno
cinema, which was impacted operationally by the tail end of the
COVID-19 pandemic.
Curno Cinema Complex
The Group's Italian multiplex cinema complex, located in Curno,
on the outskirts of Bergamo, is let in its entirety to UCI Italia
S.p.A. ("UCI").
The cinema lease documentation remains as amended in June
2020.
The key rental terms of the lease, which has a final termination
date of 31 December 2042, are:
Base Rent
1 April 2022 to 31 December 2022 - EUR949,770 per annum.
From 1 January 2022, at which point it increased by 3.8%, base
rental is indexed annually to 100% of the Italian ISTAT Consumer
Index on an upwards-only basis. The ISTAT Consumer Index in the six
months to 30 June has already risen 5.5%.
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 GBP312.2 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 Lombardy COVID-19 related regulations, reopened on 20
May 2021, and has remained open since. Notwithstanding the wearing
of masks being compulsory throughout the period, trading built
steadily, bolstered in the third quarter by a strong slate of new
movie releases. From 25 December 2021 to 9 March 2022 Italian
cinemas were prohibited from selling food and beverages, a
significant revenue generator and major profit source. During most
of the period COVID-19 passes were mandatory, which also impacted
demand, but it is pleasing to note that this restriction was lifted
on 30 April 2022 and masks have no longer been required since 15
June.
Rentals have remained current throughout the period.
Valuation
As at 31 March 2022, the Group's independent asset valuer,
Knight Frank LLP, fair valued the Curno cinema at EUR8.7 million
(30 September 2021: EUR9.6 million), and this figure has been
adopted in these Financial Statements.
Since the June 2020 lease amendment, the Board's expectation has
been that the valuation of the Curno cinema would increase once the
enhanced rental began to be generated by the property from 1 March
2021 onwards. The current rental is some 14% higher than the pre
amendment level.
In spite of this, the valuer as at 31 March 2022 has chosen to
increase the yield at which it capitalised the rental stream from
9.10% to 10.53%, which was had the effect of reducing the valuation
by nearly 10%. This extremely conservative approach reflects the
significant impact on investor demand of COVID-19 trading
restrictions in Italian cinemas.
Following the resumption of regular rental arrangements, we have
received enquiries from a number of investors. However, it quickly
became apparent that appetite would remain very subdued until the
cinema was fully free from all COVID-19 constraints. 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.
In the first six weeks of 2022, dovish signals from the US
Federal Reserve and easing of fears regarding the Omicron COVID-19
variant saw the British stock market drifting upwards, peaking on
10 February. Fourteen days later, sentiment altered very
dramatically with the Russian invasion of Eastern Ukraine, and the
Ukrainian conflict has joined inflation concerns and the expected
impact on monetary policy as the largest influences on the U.K.
market.
The fortnight immediately following the invasion saw a sharp
downturn in global equity markets, but over the next month these
rallied on hopes that economic sanctions and subsequent peace talks
would be successful. However, those proved unfruitful and in early
April continued high US inflation and signals from the US Federal
Reserve that it would tackle that with higher interest rates,
allied to weak US retail sales, then sent equities into
reverse.
In the first week of May the Bank of England announced a 0.25%
increase in the base rate to 1%, the highest level for 13 years,
and a warned that a very sharp U.K. slowdown was imminent. Trading
for the rest of May was choppy, as mid-month U.K. inflation was
revealed to have hit 9%, and since the beginning of June the
British market has slewed downwards as concerns regarding runaway
inflation have reasserted themselves. Such concerns drove the US
Federal Reserve on 15 June to hike US interest rates by 0.75%, the
largest increase in 28 years. This was followed the next day by the
Bank of England raising U.K. rates a further 0.25%.
The prognosis is for rates in the U.K. and US to continue to be
lifted to a level of 3% or more and, in response, the U.K. stock
market has retreated, falling 5.9% over the June quarter. Within
the Company's target universe of British smaller companies, share
prices have fared significantly worse than the market as a whole,
being on the slide from almost the beginning of the June quarter
and ending it down 10.3%.
The Company's portfolio has remained quite fully invested during
the reporting period. This includes a previously undisclosed
holding of some 3.7% of Net Assets in Amedeo Air Four Plus Limited
('AA4'). AA4 is a Guernsey company, whose shares are listed on the
Specialist Fund Segment of the London Stock Exchange's Main Market.
AA4 has a market capitalisation of GBP109.4 million and owns via
its subsidiaries an aircraft fleet of six A380s and two B777-300ERs
leased to Emirates Airlines ('Emirates') and four A350-900s leased
to Thai Airways ('Thai Air'). As at 30 September 2021, the AA4
group held cash, net of provisions for maintenance, of slightly
less than GBP84 million, which has subsequently been reduced by a
GBP30 million pro rata capital redemption. In addition,
unencumbered gross lease payments contracted to be paid to AA4 by
Emirates as at 31 March 2022 were some GBP194 million. Once Thai
Air trading has normalised, there is scope to return by way of
capital return the GBP15 million held by AA4 as a capital buffer,
and to increase very substantially the annual dividend of five
pence per share, which is presently constrained by the AA4 board's
prudent approach to Thai Air's current trading.
The holding in Hurricane Energy plc July 2022 US$ 7.5% bonds,
which we disclosed had been purchased in the first half at 63.6% of
par, was disposed of shortly after year end at slightly more than
100% of par.
The largest 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 May, Smiths News published its
2022 interim results, which disclosed flat profitability with
magazine sales recovering well owing to the end of COVID-19
restrictions, reorganisation costs continuing to be relatively
modest, and good debt reduction from some significant one-off
non-trading receipts. Nevertheless, the shares have underperformed
over the past year, with the prospect of significant special
dividends now severely diminished by unduly restrictive banking
facilities entered into at the end of 2021.
The Northamber plc shareholding was increased modestly in the
second half, but that in Shepherd Neame Limited is unchanged since
the Interim Report. Preliminary (less than 2% of Net Assets)
holdings are also held in 9 other companies. During the second half
we exited two positions, crystallising substantial gains over their
cost. Other than AA4, one new position was initiated.
As at 30 June 2022 the Company's portfolio, which had a total
cost of GBP3.92 million and a combined market value of some GBP5.75
million, comprised 13 stocks. The surplus on the portfolio was a
little under 50% of cost, and the annualised return on capital
invested since the current strategy was adopted remains very
acceptable at more than 31%.
Results for the period
Cash revenue from Curno for the period to 31 March 2022 was
EUR923,700 (GBP790,000) ( 31 March 2021 nine months : EUR284,000
(GBP254,000)). As previously reported, the rental received in the
comparative period reflected the five-month holiday granted under
the 2020 lease amendment.
General and administrative expenses (including transaction
charges) of GBP530,000 ( 31 March 2021 nine months : GBP440,000)
were significantly lower than the 2021 run rate, an outturn which
was in line with expectations. Accounting and taxation-related
expenses at the Italian subsidiary, Multiplex 1 S.r.l. ('
Multiplex'), were significantly higher in 2022 because of one-off
projects, but Group legal and professional costs were considerably
lower. The Company audit fee was broadly similar to 2021's, the fee
for a nine-month period being no lower than that required for a
full year. As previously foreshadowed, t he growth in the value of
the portfolio during calendar year 2021 led to an increase in
AUM-based costs in the current period.
Transaction charges incurred on equity acquisitions were
GBP4,000 ( 31 March 2021 nine months : GBP17,000). The initial
buildup of the portfolio in the previous period had incurred much
greater charges, reflecting an abnormally elevated level of
transactions.
The Group's ongoing operating costs in the current year are
expected to be similar to the 2022 level. Prior to the ultimate
sale of Curno there remains limited scope for significant reduction
in the overall cost base.
The equities portfolio was steady in the third quarter before a
downturn in the fourth, culminating for the year as a whole in a
small (GBP0.161 million) net investment mark-to-market reduction (
31 March 2021 nine months : GBP2.082 million gain). Investment
Income for the year, predominantly dividends, was GBP217,000 and
net investment gains realised added GBP46,000. As a result, the
total annualised return on capital invested in the portfolio over
the year came out at 1.9%.
Taxation is payable on an ongoing basis on Italian income and in
Luxembourg. The bulk of the small legacy exposure in Germany was
settled in the second half. For the year, an operating tax charge
of GBP51,000 ( 31 March 2021 nine months : GBP10,000 operating
credit) was incurred. In addition, net VAT, predominantly in
Luxembourg, of some GBP5,000 was paid. The Group took the
opportunity in late 2021 to recapitalise Multiplex, and this
generated a one-off tax credit of EUR108,000 (GBP92,000).
Owing to the inflation linked increase in the Curno rental,
operating cash flow (that is prior to allowance for equity income)
is now expected to be modestly positive in the current year.
Net Assets at 31 March 2022 were GBP13.466 million, which
compares with the GBP14.453 million contained in the 30 September
2021 Interim Report. The decrease arose from the combined impact of
the loss in the second half of GBP0.826 million, of which
GBP770,000 (EUR900,000) related to the reduction in the Euro
valuation of the Curno property, and a GBP161,000 decrease in the
pound sterling fair value of Euro-denominated assets, principally
the property.
Financial Position
The Group's Statement of Financial Position improved slightly in
the period, with GBP576,000 in cash held at 31 March 2022 and no
debt. Augmented by the ample secondary liquidity of the equity
portfolio and positive ongoing cash flows, the financial position
remains strong.
In due course, the sale of the Curno cinema will provide
considerable additional resources for equity investment.
Euro
As at 31 March 2022, some 58% of Total Assets were 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 1.187 as at 31 March 2022. This cross rate will remain a
potentially significant influence on the level of Group Net Assets
until Curno's disposal.
Outlook
U.K. stock market prices, whilst volatile, finished the first
five months of this year at close to their opening level, in part
reflecting a view that the economic effects of the COVID-19
pandemic were behind us.
Against that, in the Interim Report we had expressed the view
that the economic distortions caused thereby would take some time
to dissipate, and that we anticipated the unwinding across the
globe of the exceptional quantitative easing during the pandemic
would expose areas of business vulnerability.
In the event, the extent of the outbreak of rampant
pandemic-fueled inflation became clear in May, spurring a
tightening in monetary conditions which was the fastest since the
Global Financial Crisis, and more abrupt than we had anticipated.
Global equities markets have reflected the unexpected level of
tightening, experiencing sharp downturns since.
We have previously commented that COVID-19 has had little direct
impact in the period on the Group.
C inemas in Italy have been reopened for over a year, and our
rentals have remained current. Nevertheless, the continued
operating restrictions imposed on the cinema by the Lombardy
authorities ruled out any prospect of a disposal. The final
restrictions have now been lifted which will be positive for future
investor appetite.
The Worsley investment strategy, which is focussed on the
medium-term prospects of specific companies, is relatively
insensitive to shorter term economic conditions.
We continue to believe that the British stock market is yet
fully to discount the impact of extreme inflation on U.K. company
earnings and the permanent changes in the structure of certain
industries in reaction to the vulnerabilities exposed by the
pandemic, and more recently the Ukrainian conflict.
In consequence, we expect the upcoming trading outlooks to be
announced by many British companies to be materially worse than
market expectations. Whilst the share prices of many have already
tumbled, this is likely to result in further falls.
Such downturns inexorably lead to a significant level of stock
mispricing, from which strategies such as ours have previously
benefitted well.
The equity portfolio is soundly based, and against the above
background the Company can look forward to the future with
confidence.
Worsley Associates LLP
15 July 2022
Board of Directors
William Scott (Chairman) , a Guernsey resident, was appointed to
the board of the Company as an independent Director on 28 March
2019. Mr Scott also currently serves as an independent
non-executive director of a number of investment companies and
funds, of which Axiom European Financial Debt Fund Limited and RTW
Venture Fund Limited are listed on the Premium Segment of the LSE.
He is also a director of The Flight and Partners Recovery Fund
Limited and a number of funds sponsored by Man and Abrdn (formerly
Standard Life Aberdeen). From 2003 to 2004, Mr Scott worked as
senior vice president with FRM Investment Management Limited, which
is now part of Man Group plc. Previously, Mr Scott was a director
at Rea Brothers (which became part of the Close Brothers group in
1999) from 1989 to 2002 and assistant investment manager with the
London Residuary Body Superannuation Scheme from 1987 to 1989. Mr
Scott graduated from the University of Edinburgh in 1982 and is a
chartered accountant having qualified with Arthur Young (now Ernst
& Young LLP) in 1987. Mr Scott also holds the Securities
Institute Diploma and is a chartered fellow of the Chartered
Institute for Securities & Investment. He is also a chartered
wealth manager.
Robert Burke , a resident of Ireland, was appointed to the board
of the Company as an independent Director on 28 March 2019. He also
serves as an independent non-executive director of a number of
investment companies and investment management companies which are
domiciled in Ireland as well as a number of companies engaged in
retail activities, aircraft leasing, pharmaceuticals, corporate
service provision and group treasury activities. He is a graduate
of University College Dublin with degrees of Bachelor of Civil Law
(1968) and Master of Laws (1970). He was called to the Irish Bar in
1969 and later undertook training for Chartered Accountancy with
Price Waterhouse (now PricewaterhouseCoopers) in London, passing
the final examination in 1973. He later was admitted as a Solicitor
of the Irish Courts and was a tax partner in the practice of McCann
FitzGerald in Dublin from 1981 to 2005 at which point he retired
from the partnership to concentrate on directorship roles in which
he was involved. He continues to hold a practice certificate as a
solicitor and is a member of the Irish Tax Institute.
Blake Nixon was one of the pioneers of activism in the UK and
has wide corporate experience in the UK and overseas. Following
three years at Jordan Sandman Smythe (now part of Goldman Sachs), a
New Zealand stockbroker, Mr Nixon emigrated to Australia, where he
spent three years as an investment analyst at Industrial Equity
Limited ("IEL"), then Australia's fourth largest listed company. In
1989 he transferred to IEL's UK operation and early in 1990 led the
takeover of failing LSE listed financial conglomerate, Guinness
Peat Group plc ("GPG"). The group was then relaunched as an
investment company, applying an owner orientated approach to listed
investee companies. Mr Nixon was UK Executive Director, responsible
for GPG's UK operations and corporate function, for the following
20 years, finally retiring as a non-executive director in December
2015. He is a founding partner of Worsley Associates LLP, an
activist fund manager, and has served as a non-executive director
of a number of other UK listed companies, as well as numerous
unlisted companies. He is a British resident and was appointed to
the Board on 23 January 2019.
Report of Directors
The Directors of the Company present their Annual Report
together with the Group's Audited Consolidated Financial Statements
(the "Financial Statements") for the year ended 31 March 2022. The
Directors' Report together with the Financial Statements give a
true and fair view of the financial position of the Group. They
have been prepared properly, in conformity with International
Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board and are in accordance with
any relevant enactment for the time being in force; and are in
agreement with the accounting records.
Principal Activity and Status
The Company is an Authorised closed-ended investment company
domiciled in Guernsey, registered under the provision of The
Companies (Guernsey) Law, 2008 and has a premium listing on the
Official List and trades on the Main Market of the London Stock
Exchange. Trading in the Company's ordinary shares commenced on 18
April 2005. The Company and the entities listed in note 3(f) to the
Financial Statements together comprise the "Group".
Investment Objective and Investment Policy .
The investment objective and investment policy of the Company
are described in greater detail below.
Going Concern
These Financial Statements have been prepared on a going concern
basis. 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 a
period of at least twelve months from the date of approval of these
Financial Statements. The Group maintains a significant cash
balance and an extensive portfolio of realisable securities, and
the property lease generates sufficient cash flows to pay on-going
expenses and other obligations. The Directors have considered the
cash position and performance of the current capital invested by
the Group, the potential impact on markets and supply chains of
geo-political risks such as the current crisis in Ukraine, the risk
of further COVID-19 uncertainty and continuing macro-economic
factors and inflation and concluded that it is appropriate to adopt
the going concern basis in the preparation of these Consolidated
Financial Statements.
Going concern is assessed over the period until 12 months from
the approval of these Consolidated Financial Statements. Owing to
the fact that the Group currently has no borrowing, has a
significant cash holding and that the Company's equity investments
predominantly comprise readily realisable securities, the Board
considers there to be no material uncertainty. Matters relating to
the going concern status of the Group are also discussed in the
long-term viability statement below.
Viability Statement
The Board has evaluated the long-term prospects of the Group,
beyond the 12 month time horizon assumption within the going
concern framework. The Directors have conducted a review of the
viability of the Company taking account of the Company's current
position and considering the potential impact of risks likely to
threaten the Company's business model, future performance, solvency
or liquidity. For the purposes of this statement the Board has
adopted a three year viability period.
The Directors consider that a 20% fall in the value in the
Company's equity portfolio would not have a fundamental impact on
the Company's ability to continue in operation over the next three
years. In reaching this conclusion, the Directors considered the
Company's expenditure projections, the fact that the Group
currently has no borrowing, has a significant cash holding and that
the Company's equity investments predominantly comprise readily
realisable securities, which in extremis could be expected to be
sold to meet funding requirements if necessary, assuming usual
market liquidity.
The Directors in forming this view also considered the long
operational history and track record of the Group's investment
property, Curno.
In addition, the Board has assumed that the regulatory and
fiscal regimes under which the Group operates will continue in
broadly the same form during the viability period. The Board
consults with its broker and legal advisers to the extent required
to understand issues impacting on the Company's regulatory and
fiscal environment. The Administrator also monitors changes to
regulations and advises the Board as necessary.
Based on the Company's processes for monitoring operating costs,
internal controls, the Investment Advisor's performance in relation
to the investment objective, the portfolio risk profile and
liquidity risk, the Board has concluded that there is a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the three year
period.
Results and Dividends
These Financial Statements are made up for the year ended 31
March 2022. The annual results, therefore, cover a twelve-month
period up to 31 March 2022 and are not entirely comparable to the
previous results, which cover a period of a nine months to 31 March
2021.
The results for the year are set out in the Consolidated
Statement of Comprehensive Income.
No dividend payments were paid in the year (nine months to 31
March 2021: none).
Directors
The Directors who held office during the year and up to the date
of this report and their interests in the shares of the Company
(all of which are beneficial) were:
31 March 2022 31 March 2021
--------------------- --------------------
W. Scott (Chairman) 400,000 1.19% 400,000 1.19%
B. A. Nixon 10,083,126 29.88% 10,083,126 29.88%
R. H. Burke n/a n/a n/a n/a
At the date of this report, Mr Nixon holds 10,083,126 shares,
being an interest of 29.88% in the shares of the Company and Mr
Scott holds 453,500 shares, being an interest of 1.34% in the
shares of the Company.
Mr Nixon, a Director of the Company, is also Founding Partner of
the Investment Advisor.
Management
With effect from 31 May 2019 the Board appointed Worsley
Associates LLP as its Investment Advisor. A summary of the contract
between the Company and the Investment Advisor in respect of the
advisory services provided is given in note 4 to the Financial
Statements.
Listing Requirements
Throughout the year the Company's shares were admitted to the
Official List of the London Stock Exchange maintained by the
Financial Conduct Authority ("FCA") and it has complied with the
Listing Rules.
Investee Engagement
The Company is a closed-ended investment company which has no
employees. The Company operates by outsourcing significant elements
of its operations to reputable professional companies, which are
required to comply with all relevant laws and regulations.
The nature of the Company's investments is such that it often
seeks to acquire substantial shareholdings which provide a direct
route via which to influence investee companies. The Company's
focus is on investees' medium-term financial performance, and, if
necessary, it will press them to adopt governance practices which
ensure that they are properly accountable to their shareholders for
the delivery of sustainable shareholder value. This active
involvement is outside the scope of many traditional institutional
shareholders. In matters which may affect the success of the
Company's investments the Board and the Investment Advisor work
together to ensure that all relevant factors are carefully
considered and reflected in investment decisions.
In carrying out its investment activities and in relationship
with suppliers, the Company aims to conduct itself responsibly,
ethically and fairly.
International Tax Reporting
For purposes of the US Foreign Accounts Tax Compliance Act, the
Company is registered with the US Internal Revenue Service ("IRS")
as a Guernsey reporting Foreign Financial Institution ("FFI"), has
received a Global Intermediary Identification Number
(G0W47U.99999.SL.831), and can be found on the IRS FFI list.
The Common Reporting Standard ("CRS"), which came into effect on
1 January 2016, is a global standard for the automatic exchange of
financial account information, developed by the Organisation for
Economic Co-operation and Development ("OECD"), and has been
adopted by Guernsey. The Board has taken the necessary action to
ensure that the Company is compliant with Guernsey regulations and
guidance in this regard.
Significant Shareholdings
As at 8 July 2022, shareholders with 3% or more of the voting
rights are as follows:
Shares held % of issued
share capital
B.A. Nixon 10,083,126 29.88%
------------ ---------------
Transact Nominees Limited 3,679,409 10.90%
------------ ---------------
Pershing Nominees Limited 3,000,000 8.89%
------------ ---------------
Chase Nominees Limited 2,522,420 7.48%
------------ ---------------
State Street Nominees Limited 2,075,804 6.15%
------------ ---------------
Lion Nominees Limited 1,815,734 5.38%
------------ ---------------
BBHISL Nominees Limited 1,800,000 5.33%
------------ ---------------
Winterflood Client Nominees
Limited 1,060.235 3.14%
------------ ---------------
Guernsey Financial Services Commission Code of Corporate
Governance
The Board of Directors confirms that, throughout the year
covered by the Financial Statements, the Company complied with the
Code of Corporate Governance issued by the Guernsey Financial
Services Commission, to the extent it was applicable based upon its
legal and operating structure and its nature, scale and
complexity.
Anti-Bribery and Corruption
The Company adheres to the requirements of the Prevention of
Corruption (Bailiwick of Guernsey) Law, 2003. In consideration of
the UK Bribery Act 2010, the Board abhors bribery and corruption of
any form and expects all the Company's business activities, whether
undertaken directly by the Directors themselves or by third parties
on the Company's behalf, to be transparent, ethical and beyond
reproach.
Criminal Finances Act
The Directors of the Company have a zero-tolerance commitment to
preventing persons associated with it from engaging in criminal
facilitation of tax evasion. The Board has satisfied itself in
relation to its key service providers that they have reasonable
provisions in place to prevent the criminal facilitation of tax
evasion by their own associated persons and will not work with
service providers who do not demonstrate the same zero-tolerance
commitment to preventing persons associated with them from engaging
in criminal facilitation of tax evasion.
Independent Auditor
BDO Limited served as the Company's Independent Auditor
throughout the year and has indicated its willingness to continue
in office.
Annual General Meeting
The next AGM of the Company is scheduled to be held on 22
September 2022.
Directors' Responsibilities
The Directors of the Company are responsible for preparing for
each financial year an annual report and the Financial Statements
which give a true and fair view of the state of affairs of the
Group and of the respective results for the period then ended, in
accordance with applicable Guernsey law and International
Accounting Standards Board ("IASB") adopted International Financial
Reporting Standards ("IFRS"). In preparing these Financial
Statements, the Directors are required to:
- select suitable accounting policies and apply them
consistently;
- make judgements and estimates which are reasonable and
prudent;
- prepare the Financial Statements on a going concern basis
unless it is inappropriate to presume that the Group will continue
in business; and
- state whether or not applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements.
The Directors confirm that they have complied with the above
requirements in preparing the Financial Statements.
The Directors are responsible for keeping proper accounting
records which are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that its
financial statements comply with the Companies (Guernsey) Law,
2008. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements which are free from material misstatement, whether owing
to fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
Disclosure of Information to Auditors
So far as each Director is aware, all relevant information has
been disclosed to the Company's Auditor; and each Director has
taken all the steps which he ought to have taken as a director to
make himself aware of any relevant audit information and to
establish that the Company's Auditor is aware of that
information.
Responsibility Statement
Each of the Directors, confirms to the best of that person's
knowledge and belief:
-- the Financial Statements, prepared in accordance with the
IFRS as endorsed by the IASB, give a true and fair view of the
assets, liabilities, financial position and profit of the Group, as
required by DTR 4.1.12R of the Disclosure and Transparency Rules,
and are in compliance with the requirements set out in the
Companies (Guernsey) Law, 2008;
-- the Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary
for the shareholders to assess the Group's position, performance,
business model and strategy; and
-- the Financial Statements including information detailed in
the Chairman's Statement, the Report of the Directors, the
Investment Advisor's report and the notes to the Financial
Statements, include a fair review of the development and
performance of the business and the position of the Group together
with a description of the principal risks and uncertainties that it
faces, as required by:
- DTR 4.1.8 and DTR 4.1.9 of the Disclosure and Transparency
Rules, being a fair review of the Group's business and a
description of the principal risks and uncertainties facing the
Group; and
- DTR 4.1.11 of the Disclosure and Transparency Rules, being an
indication of important events which have occurred since the end of
the financial period and the likely future development of the
Group.
Signed on behalf of the Board by:
W. Scott
Director
15 July 2022
Corporate Governance Report
On 18 December 2019, the Company became a member of the
Association of Investment Companies ("AIC") and except as noted
herein complies with the 2019 AIC Code of Corporate Governance
issued in February 2019 ("the AIC Code"), effective for accounting
periods commencing on or after 1 January 2019. By complying with
the AIC Code, the Company is deemed to comply with both the UK
Corporate Governance Code (July 2018) (the "UK Code") issued by the
Financial Reporting Council ("FRC") and the Code of Corporate
Governance issued by the Guernsey Financial Services Commission
(the "GFSC Code").
The Board considers that reporting against the principles and
recommendations of the AIC Code provides appropriate information to
shareholders and during the period the Board has reviewed its
policies and procedures against the AIC Code.
The GFSC Code provides a governance framework for GFSC licensed
entities, authorised and registered collective investment schemes.
Companies reporting against the UK Code or the AIC Code are deemed
to comply with the GFSC Code. The AIC Code is available on the
AIC's website, www.theaic.co.uk.
For the year ended 31 March 2022, the Company has complied with
the recommendations of the AIC Code and the relevant provisions of
the UK Code, except for the following provisions relating to:
-- Senior Independent Director;
-- the need for an internal audit function;
-- the whistle blowing policy;
-- Remuneration Committee; and
-- Nomination Committee
The Board considers these provisions are not relevant given the
nature, scale and lack of complexity of the Company and its legal
and operating structure as a self-managed investment company. The
Company has therefore not reported further in respect of these
provisions. Details of compliance are noted below. The absence of
an Internal Audit function is discussed in the Audit Committee
Report.
The Directors are non-executive and the Company does not have
any employees, hence no Chief Executive, Executive Directors'
remuneration nor whistle-blowing policy is required. The Board is
satisfied that any relevant issues can be properly considered by
the Board. Moreover, the Directors have satisfied themselves that
the Company's service providers have appropriate whistle-blowing
policies and procedures and have received confirmation from the
service providers that nothing has arisen under those policies and
procedures which should be brought to the attention of the
Board.
Composition, Independence and Role of the Board
The Board currently comprises three non-executive Directors.
Both Mr Scott and Mr Burke are considered by the Board to be
independent of the Company's Investment Advisor. Mr Nixon is
Founding Partner of the Investment Advisor and is therefore not
independent.
Whilst Mr Nixon is not an independent director, the presence of
two other directors who are independent and non-executive mitigates
the risk of Mr Nixon acting against the Company's interest.
Mr Scott was appointed Chairman on 28 March 2019. The Chairman
of the Board must be independent for the purposes of Chapter 15 of
the Listing Rules. Mr Scott is considered independent because
he:
-- has no current or historical employment with the Investment Advisor; and
-- has no current directorships in any other investment funds managed by the Investment Advisor.
The Board has overall responsibility for maximising the
Company's success by directing and supervising the affairs of the
business and meeting the appropriate interests of shareholders and
relevant stakeholders, while enhancing the value of the Company and
also ensuring protection of investors. A summary of the Board's
responsibilities is as follows:
-- statutory obligations and public disclosure;
-- strategic direction and financial reporting;
-- risk assessment and management including reporting
compliance, governance, monitoring and control; and
-- other matters having a material effect on the Company.
The Board is responsible to shareholders for the overall
management of the Company.
The Board needs to ensure 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. In seeking
to achieve this, the Directors have set out the Company's
investment objective and policy and have explained how the Board
and its delegated Committees operate and how the Directors review
the risk environment within which the Company operates and set
appropriate risk controls. Furthermore, throughout the Annual
Report and Financial Statements the Board has sought to provide
further information to enable shareholders better to understand the
Company's business and financial performance.
The Board's responsibilities for the Annual Report are set out
in the Directors' Responsibility Statement.
The Board is also responsible for issuing half yearly reports,
NAV updates and other price sensitive public reports.
The Board does not consider it appropriate to appoint a Senior
Independent Director. The Board believes it has a good balance of
skills and experience to ensure it operates effectively. The
Chairman is responsible for leadership of the Board and ensuring
its effectiveness.
The Board has engaged external businesses to undertake the
investment advisory and administrative activities of the Company.
Documented contractual arrangements are in place with these
businesses and these define the areas where the Board has delegated
responsibility to them. The Board has adopted a schedule of matters
specifically reserved for its decision-making and distinguished
these from matters it has delegated to the Company's key service
providers.
The Company holds regular board meetings to discuss general
management, structure, finance, corporate governance, marketing,
risk management, compliance, asset allocation and gearing,
contracts and performance. The quarterly Board meetings are the
principal source of regular information for the Board enabling it
to determine policy and to monitor performance, compliance and
controls which are supplemented by communication and discussions
throughout the year.
A representative of each of the Investment Advisor and
Administrator attends each Board meeting either in person or by
telephone, thus enabling the Board fully to discuss and review the
Company's operation and performance. Each Director has direct
access to the Investment Advisor and Company Secretary and may at
the expense of the Company seek independent professional advice on
any matter. The Company maintains appropriate Directors' and
Officers' liability insurance.
Conflicts of interest
Directors are required to disclose all actual and potential
conflicts of interest as they arise for approval by the Board, who
may impose restrictions or refuse to authorise conflicts. The
process of consideration and, if appropriate, approval will be
conducted only by those Directors with no material interest in the
matter being considered. The Board maintains a Conflicts of
Interest policy which is reviewed periodically and a Business
Interests and Potential Conflicts of Interest register which is
reviewed by the Board at each quarterly Board meeting.
Re-election
There are provisions in the Company's Articles of Incorporation
which require Directors to seek re-election on a periodic basis.
There is no limit on length of service, nor is there any upper age
restriction on Directors. The Board considers that there is
significant benefit to the Company arising from continuity and
experience among directors, and accordingly does not intend to
introduce restrictions based on age or tenure. It does, however,
believe that shareholders should be given the opportunity to review
membership of the Board on a regular basis.
The Board believes that, while regular rotation is in keeping
with good governance, the unquestionable benefits of ensuring that
there is some continuity mean that it is in the best interests of
the Company that not all Directors offer themselves for re-election
each year. The Company may terminate the appointment of a Director
immediately on serving written notice and no compensation is
payable upon termination of office as a director of the Company
becoming effective.
In accordance with the Company's Articles of Incorporation, at
each AGM all Directors who held office at the two previous AGM's
and did not retire shall retire from office and shall be available
for re-election. Messrs Scott and Nixon will stand for re-election
at this year's AGM. Mr Nixon as Founding Partner and a Designated
Member of Worsley Associates LLP stands annually. Further details
regarding the experience of each of the Directors are set out
within the Board of Directors section.
Board Diversity
The Board has also given careful consideration to the
recommendation of the Davies Report on "Women on Boards" and notes
the recommendations of the Parker review into ethnic diversity and
the Hampton-Alexander review on gender balance in FTSE leadership.
As recommended in the Davies Report, the Board has reviewed its
composition. However, it believes that the current appointments
provide an appropriate range of skills and experience and are in
the interests of shareholders.
Board Evaluation and Succession Planning
The Board conducts an annual self-evaluation of its performance
and that of the Company's individual Directors, which is led by the
Chairman and, as regards the Chairman's performance evaluation, by
the other Directors. The annual self-evaluation considers how the
Board functions as a whole taking balance of skills, experience and
length of service into consideration and also reviews the
individual performance of its members.
To facilitate this annual self-evaluation, the Company Secretary
circulates a detailed questionnaire to each Director and a separate
questionnaire for the evaluation of the Chairman. The
questionnaires, once completed, are returned to the Company
Secretary who collates responses, prepares a summary and discusses
the Board evaluation with the Chairman prior to circulation to the
remaining Board members. The performance of the Chairman is
evaluated by the other Directors. On occasions, the Board may seek
to employ an independent third party to conduct a review of the
Board.
The Board considers it has a breadth of experience relevant to
the Company, and the Directors believe that any changes to the
Board's composition can be managed without undue disruption. An
induction programme has been prepared for any future Director
appointments and all Directors receive other relevant training as
necessary .
Board and Committee Meetings
The table below sets out the number of scheduled Board, Audit
Committee and Management Engagement Committee meetings held during
the year ended 31 March 2022 and, where appropriate, the number of
such meetings attended by each Director who held office during the
same period.
Risk Committee Management Engagement
Board of Directors Audit Committee Committee
------------ ------------------------ ------------------------ ------------------------- -------------------------
Scheduled Attended Scheduled Attended Scheduled Attended Scheduled Attended
------------ ----------- ----------- ----------- ----------- ------------ ----------- ------------ -----------
W. Scott
(Chairman) 4 4 2 2 3 3 1 1
R. H. Burke 4 4 2 2 3 3 1 1
B. A. Nixon 4 4 2* 2* 3 3 1* 1*
------------ ----------- ----------- ----------- ----------- ------------ ----------- ------------ -----------
*In attendance by
invitation
In normal circumstances the Board intends to meet not less than
four times per year on a quarterly basis in addition to such ad hoc
meetings as may be necessary.
Audit Committee
The Company has established an Audit Committee with formal
duties and responsibilities. The Audit Committee meets formally at
least twice a year and each meeting is attended by the independent
external auditor and Administrator. The Company's Audit Committee
is comprised of Mr Burke and Mr Scott. At the invitation of the
Audit Committee, Mr. Nixon may attend meetings of the Committee.
The Audit Committee is chaired by Mr Burke. The Company does not
maintain an internal audit function, and, given that there are only
three Directors, the Chair of the Board is a member of the
Committee.
The Audit Committee monitors the performance of the auditor, and
also examines the remuneration and engagement of the auditor, as
well as its independence and any non-audit services provided by it.
A report of the Audit Committee detailing its responsibilities and
its key activities.
Risk Committee
The Company established a Risk Committee on 26 February 2020
with formal duties and responsibilities. The Risk Committee meets
formally at least twice a year. The Risk Committee is comprised of
the entire Board and is chaired by Mr Scott. The principal function
of the Risk Committee is to identify, assess, monitor and, where
possible, oversee the management of risks to which the Company's
investments are exposed, with regular reporting to the Board. The
Directors have appointed the Risk Committee to manage the
additional risks faced by the Company as well as the disclosures to
be made to investors and the relevant regulators.
The Risk Committee reviews the robustness of the Company's risk
management processes, the integrity of the Company's system of
internal controls and risk management systems, and the
identification and management of risks through the use of the
Company's risk matrix. The Risk Committee reviews the principal,
emerging, and other risks relevant to the Company.
The Risk Committee reports on the internal controls and risk
management systems to the Board of Directors. The Board of
Directors is responsible for establishing the system of internal
controls relevant to the Company and for reviewing the
effectiveness of those systems. The review of internal controls is
an on-going process for identifying and evaluating the risks faced
by the Company, designed to manage effectively rather than attempt
to eliminate business risks, to ensure the Board's ability to
achieve the Company's business objectives.
It is the responsibility of the Board to undertake the risk
assessment and review of the internal controls in the context of
the Company's objectives in relation to business strategy, and the
operational, compliance and financial risks facing the Company.
These controls are operated in the Company's main service
providers: the Investment Advisor and Administrator. The Board
receives regular updates and undertakes an annual review of each
service provider.
The Board of Directors considers the arrangements for the
provision of Investment Advisor and Administration services to the
Company and as part of the annual review the Board considered the
quality of the personnel assigned to handle the Company's affairs,
the investment process and the results achieved to date.
The Board is satisfied that each service provider has effective
controls in place to control the risks associated with the services
which they are contracted to provide to the Company and therefore
the Board is satisfied with the internal controls of the
Company.
Management Engagement Committee
The Company has established a Management Engagement Committee
with formal duties and responsibilities. The Management Engagement
Committee meets formally at least once a year. The Management
Engagement Committee is comprised of Mr Burke and Mr Scott. The
principal function of the Management Engagement Committee is to
ensure that the Company's investment advisory arrangements are
competitive and reasonable for the shareholders, along with the
Company's agreements with all other third party service providers
(other than the external auditor).
During the period the Management Engagement Committee has
reviewed the services provided by the Investment Advisor and other
service providers, and recommended that the continuing appointments
of the Company's service providers was in the best interests of the
Company. The Management Engagement Committee is chaired by Mr
Scott.
Nomination Committee
The Board does not have a separate Nomination Committee. The
Board as a whole fulfils the function of a Nomination Committee.
Any proposal for a new Director will be discussed and approved by
the Board, giving full consideration to succession planning and the
leadership needs of the Company.
Remuneration Committee
In view of its non-executive nature, the Board considers that it
is not appropriate for there to be a separate Remuneration
Committee, as anticipated by the AIC Code, because this function is
carried out as part of the regular Board business. A Remuneration
Report prepared by the Board is contained in the Financial
Statements within the Directors' Remuneration Report.
Terms of Reference
All Terms of Reference for Committees are available from the
Administrator upon request.
Internal Controls
The Board is ultimately responsible for establishing and
maintaining the Company's system of internal controls and for
maintaining and reviewing its effectiveness. The system of internal
controls is designed to manage rather than to eliminate the risk of
failure to achieve business objectives and by its nature can only
provide reasonable and not absolute assurance against misstatement
and loss. These controls aim to ensure that assets of the Company
are safeguarded, proper accounting records are maintained and the
financial information for publication is reliable.
The Board has delegated the day-to-day management of the
Company's investment portfolio and the administration, registrar
and corporate secretarial functions including the independent
calculation of the Company's NAV and the production of the Annual
Report and Financial Statements, which are independently audited.
Whilst the Board delegates responsibility, it retains
accountability for the functions it delegates and is responsible
for the systems of internal control.
Formal contractual agreements have been put in place between the
Company and providers of these services. On an ongoing basis, board
reports are provided at each quarterly board meeting from the
Investment Advisor, Administrator and Company Secretary and
Registrar; and a representative from the Investment Advisor is
asked to attend these meetings.
In accordance with Listing Rule 15.6.2 (2) R the Directors
formally appraise the performance and resources of the Investment
Advisor on an annual basis. In the opinion of the Directors their
continuing appointment of the Investment Advisor on the terms
agreed is in the interests of the Company and the shareholders.
The Investment Advisor was appointed on 31 May 2019.
The Board has reviewed the need for an internal audit function
and owing to the size of the Company and the delegation of
day-to-day operations to regulated service providers, an internal
audit function is not considered necessary. The Directors will
continue to monitor the systems of internal controls in place in
order to provide assurance that they operate as intended.
Principal Risks and Uncertainties
In respect of the Company's system of internal controls and its
effectiveness, the Directors:
-- are satisfied that they have carried out a robust assessment
of the emerging and principal risks facing the Group, including
those that would threaten its business model, future performance,
solvency or liquidity; and
-- have reviewed the effectiveness of the risk management and
internal control systems including material financial, operational
and compliance controls (including those relating to the financial
reporting process) and no significant failings or weaknesses were
identified.
The principal risks and uncertainties which have been identified
and the steps which are taken by the Board to mitigate them are as
follows:
Investment Risks
The Company is exposed to the risk that its investment portfolio
and the remaining investment property fail to perform in line with
the Company's objectives. The Company is exposed to the risk that
markets move adversely. The Board reviews reports from the
Investment Advisor at each quarterly Board meeting and at other
times when expedient, paying particular attention to the
diversification of the portfolio and to the performance and
volatility of underlying investments.
Operational Risks
The Company is exposed to the risk arising from any failures of
systems and controls in the operations of the Investment Advisor,
Administrator and the Corporate Broker. The Board and its
Committees regularly review reports from the Investment Advisor and
the Administrator on their internal controls.
Accounting, Legal and Regulatory Risks
The Company is exposed to the risk that it may fail to maintain
accurate accounting records, fail to comply with requirements of
its Prospectus or fail to adapt its processes to changes in law or
regulations. The accounting records prepared by the relevant
service providers are reviewed by the Investment Advisor. The
Administrator, Corporate Broker and Investment Advisor provide
regular updates to the Board on compliance with the Prospectus and
any changes in regulation.
Financial Risks
The financial risks, including market, credit, liquidity and
interest rate risk faced by the Company are set out in note 15 of
the Financial Statements. These risks and the controls in place to
reduce the risks are reviewed at the quarterly Board meetings.
Foreign Exchange Risk
The Company is exposed to currency risk given that the assets of
its subsidiaries are predominantly denominated in Euro but the
presentation currency of the Company is pounds sterling. The
Investment Advisor reports at least quarterly to the Board on the
strategy for managing this risk. Although the Company has the
ability to hedge this risk, it has not to date chosen to do so and
has no plans to make such arrangements.
COVID-19
The COVID-19 pandemic has been a significant influence on global
markets and has had an economic impact on certain companies held
within the Company's portfolio. The impact of the pandemic is
discussed further in the Chairman's statement, the Investment
Advisor's report and the report of the Audit Committee.
The Board seeks to mitigate and manage these risks through
ongoing review, policy-setting and enforcement of contractual
obligations and monitoring of the Company's investment portfolio.
The Board, Investment Advisor and the Corporate Broker also
continually monitor the investment environment in order to identify
any new or emerging risks.
Emerging Risks
The Board is alert to the identification of any new or emerging
risks through the ongoing monitoring of the Company's investment
portfolio and by conducting regular reviews of the Company's risk
assessment matrix. Should an emerging risk be identified the risk
assessment matrix is updated and appropriate mitigating measures
and controls will be agreed.
Non-Audit Services Policy
The Company has implemented a policy in relation to the
engagement of the external auditor, BDO Limited, to perform
non-audit services. As a Market Traded Company ("MTC"), since March
2020, the Company is classified as an EU/UK Public Interest Entity
("PIE") for the purposes of FRCs Ethical Standard. Accordingly, the
Audit Committee must consider whether or not the provision of such
non-audit services is compatible with the list of permissible
services under the FRC's UK Ethical Standards:
The Audit Committee reviews the need for non-audit services,
authorises such on a case by case basis, and recommends an
appropriate fee for such non-audit services to the Board.
The Board considers the actual, perceived and potential impact
upon the independence of the external auditor prior to engaging the
external auditor to undertake any non-audit service, as well as
confirming that any non-audit services are included on the list of
permissible services, as amended from time to time by the FRC.
The Board reserves the right to review the policy periodically
and, if required, amend it to ensure that the policy is compliant
with all applicable law and regulation and best practice.
Relations with Shareholders
The Board welcomes shareholders' views and places great
importance on communication with its shareholders. The Board
receives regular reports on the views of shareholders and the
Chairman and other Directors are available to meet shareholders if
required. The Investment Advisor meets with major shareholders on a
regular basis and reports to the Board on these meetings. Issues of
concern can be addressed by any shareholder in writing to the
Company at its registered address. The AGM of the Company provides
a forum for shareholders to meet and discuss issues with the
Directors and Investment Advisor of the Company. In addition, the
Company maintains a website (www.worsleyinvestors.com ) which
contains comprehensive information, including regulatory
announcements, share price information, financial reports,
investment objectives and strategy and investor contacts.
Promotion of the success of the Company
The Board acts in a manner which is considered to be:
-- in good faith;
-- likely to promote the continuing success of the Company; and
-- to the benefit of its shareholders as a whole.
Whilst the primary duty of the Directors is owed to the Company,
the Board considers as part of its discussions and decision making
process the interests of all stakeholders.
The Board is committed to maintaining high standards of
corporate governance and accountability.
As an investment company, the Company does not have any
employees and conducts its core operations through third party
service providers. Each provider has an established track record
and, through regulatory oversight and control, is required to have
in place suitable policies and procedures to ensure it maintains
high standards of business conduct, treats customers fairly, and
employs corporate governance best practice.
Particular consideration is given to the continued alignment
between the activities of the Company and those which contribute to
delivering the Board's strategy, which include the Investment
Advisor, the Corporate Broker and the Administrator.
The Board respects and welcomes the views of all stakeholders.
Any queries or areas of concern regarding the Company's operations
can be raised with the Company Secretary.
Signed on behalf of the Board by:
W. Scott
Chairman
15 July 2022
Audit Committee Report
Dear Shareholders,
I am pleased to present the Audit Committee's Report for the
year ended 31 March 2022, which covers the following topics:
-- Responsibilities of the Audit Committee and its key activities during the period,
-- Financial reporting and significant areas of judgement and estimation,
-- Independence and effectiveness of the external auditor, and
-- Internal control and risk management systems.
The Company remains in a transition period until the Curno
investment property is disposed of. The Audit Committee's
activities during the year have therefore concentrated on
maintaining an appropriate risk and control environment, providing
suitable disclosure of progress and residual risks in the Financial
Statements, ensuring ongoing engagement from service providers and
maintaining sufficient liquid funds to meet expenditure for
essential or justified items.
Responsibilities
The Audit Committee reviews and recommends to the Board for
approval or otherwise, the Financial Statements of the Company and
is the forum through which the independent external auditor reports
to the Board of Directors. The independent external auditor and the
Audit Committee, if either considers this to be necessary, will
meet together without representatives of either the Administrator
or Investment Advisor being present.
The responsibilities of the Audit Committee include:
1. Monitoring the integrity of the Financial Statements of the Company covering:
-- formal announcements relating to the Company's financial performance;
-- significant financial reporting issues and judgements;
-- matters raised by the external auditor; and
-- appropriateness of accounting policies and practices.
2. Reviewing and considering the AIC Code and FRC Guidance on Audit Committees.
3. Monitoring the quality and effectiveness of the independent
external auditor, which includes:
-- meeting regularly to discuss the audit plan and the subsequent findings;
-- considering the level of fees for both audit and non-audit work;
-- reviewing independence, objectivity, expertise, resources and qualification; and
-- making recommendations to the Board on their appointment,
reappointment, replacement and remuneration.
4. Reviewing the Company's procedures for prevention, detection
and reporting of fraud, bribery and corruption, and
5. Monitoring and reviewing the internal control and risk
management systems of the service providers together with the need
for a Company Internal Audit function.
The Audit Committee's full terms of reference can be obtained by
contacting the Company's Administrator.
Financial Reporting
The Audit Committee's review of the Audited Annual Report and
Financial Statements focused on the following significant
risks;
Valuation of Investment Property
The Company's sole remaining investment property was
independently valued at GBP7.33 million (EUR8.70 million) as at 31
March 2022 (31 March 2021: GBP8.17 million (EUR9.60 million)) and
represented the majority of the assets of the Group. The remaining
investment property comprises a cinema complex in Curno, Italy,
owned via an intermediate holding company. The valuation of this
investment is in accordance with the requirements of IFRS as issued
by the International Accounting Standards Board. The valuation
estimate is provided by Knight Frank LLP, an external independent
valuer. The Audit Committee considers the fair value of the sole
investment property held by the Group as at 31 March 2022 to be
reasonable based on information provided by the Investment Advisor
and Administrator. All valuations are also subject to review and
oversight by the Investment Advisor.
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 continues to be faced with an
unprecedented set of circumstances caused by COVID-19 and an
absence of relevant / sufficient market evidence on which to base
their judgements. Their valuation is therefore reported as being
subject to 'material valuation uncertainty' and a higher degree of
caution should be attached to their valuation than would normally
be the case.
Valuation of investments
The Company's non-property investments had a fair value of
GBP5.97million as at 31 March 2022 (31 March 2021: GBP5.50
million). The investments are all listed. The Committee considered
the fair value of the investments held by the Company as at 31
March 2022 to be reasonable based on information provided by the
Investment Advisor and Administrator. All prices are confirmed to
independent pricing sources as at 31 March 2022 by the
Administrator and are subject to a review process at the
Administrator and oversight at the Investment Advisor.
Audit Findings Report
The independent external auditor reported to the Audit Committee
that no material unadjusted misstatements were found in the course
of their work. Furthermore, the Investment Advisor and
Administrator confirmed to the Audit Committee that they were not
aware of any material unadjusted misstatements including matters
relating to the Financial Statements presentation.
Accounting Policies & Practices
The Audit Committee has assessed the appropriateness of the
accounting policies and practices adopted by the Group together
with the clarity of disclosures included in the Financial
Statements. Following a review of the presentations and reports
from the Administrator and consulting where necessary with the
independent external auditor, the Audit Committee is satisfied that
the Financial Statements appropriately address the critical
judgements and key estimates (both in respect to the amounts
reported and the disclosures). It is also satisfied that the
significant assumptions used for determining the value of assets
and liabilities have been appropriately scrutinised, challenged and
are sufficiently robust.
The Audit Committee advised the Board that this Annual Report
and Financial Statements, taken as a whole, is fair, balanced and
understandable.
Fraud, Bribery and Corruption
The Audit Committee continues to monitor the fraud, bribery and
corruption policies of the Group. The Board receives a confirmation
from all service providers that there have been no instances of
fraud or bribery.
The Independent External Auditor
BDO Limited served as the Company's Independent Auditor
throughout the year and has indicated its willingness to continue
in office.
The independence and objectivity of the external auditor is
reviewed by the Audit Committee, which also reviews the terms under
which the independent external auditor is appointed to perform
non-audit services. The Audit Committee has established
pre-approval policies and procedures for the engagement of the
auditor to provide non audit services.
The following table summarises the remuneration payable to BDO
Limited for audit and non-audit services provided to the Company
during the year ended 31 March 2022 and the nine month period ended
31 March 2021.
31 March 2022 31 March 2021
GBP GBP
----------------- -------------- --------------
Statutory audit 37,500 37,500
------------------ -------------- --------------
Total fees 37,500 37,500
------------------ -------------- --------------
The following table summarises the remuneration payable to BDO
Italia S.p.A for audit and non-audit services provided to the Group
during the year ended 31 March 2022 and the nine month period ended
31 March 2021.
31 March 2022 31 March 2021
EUR EUR
------------------------------- -------------- --------------
Statutory audit of subsidiary 8,050 8,100
-------------------------------- -------------- --------------
Total fees 8,050 8,100
-------------------------------- -------------- --------------
Performance and Effectiveness
During the period, when considering the effectiveness of the
independent external auditor, the Audit Committee has taken into
account the following factors:
-- the audit plan presented to them before the audit;
-- changes in audit personnel;
-- the post audit findings report;
-- the independent external auditor's own internal procedures to
identify threats to independence; and
-- feedback received from both the Investment Advisor and Administrator.
The Audit Committee reviewed and, where appropriate, challenged
the audit plan and the audit findings report of the independent
external auditor and concluded that the audit plan sufficiently
identified audit risks and that the audit findings report indicated
that the audit risks were sufficiently addressed with no
significant variations from the audit plan. The Audit Committee
considered reports from the independent external auditor on their
procedures to identify threats to independence and concluded that
the procedures were sufficient.
Appointment of External Auditor
Consequent to this review process, the Audit Committee
recommended to the Board that a resolution be put to the next AGM
to confirm the reappointment of BDO Limited as independent external
auditor.
Internal Control and Risk Management Systems
The Board of Directors considers the arrangements for the
provision of Investment Advisory, Investment Management,
Administration and Custody services to the Company on an on-going
basis and a formal review is conducted annually. As part of this
review the Board considered the quality of the personnel assigned
to handle the Company's affairs, the investment process and the
results achieved to date.
The Audit Committee has reviewed the need for an internal audit
function and has decided that the systems and procedures employed
by the Investment Advisor and the Administrator provide sufficient
assurance that a sound system of internal control, which safeguards
the Company's assets, is maintained. An internal audit function
specific to the Group is therefore considered unnecessary.
In finalising the Financial Statements for recommendation to the
Board for approval, the Audit Committee has satisfied itself that
the 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.
A member of the Audit Committee will continue to be available at
each AGM to respond to any shareholder questions on the activities
of the Audit Committee.
R. H. Burke,
Chairman, Audit Committee
15 July 2022
Directors' Remuneration Report
Introduction
An ordinary resolution for the approval of the Director's
Remuneration Report will be put to the shareholders at the
forthcoming AGM held.
Remuneration Policy
All Directors are non-executive and a Remuneration Committee has
not been established. The Board as a whole considers matters
relating to the Directors' remuneration. No advice or services were
provided by any external person in respect of its consideration of
the Directors' remuneration.
The Company's policy is that the fees payable to the Directors
should reflect the time spent by the Directors on the Company's
affairs and the responsibilities borne by the Directors and be
sufficient to attract, retain and motivate directors of a quality
required to run the Company successfully. The Chairman of the Board
is paid a higher fee in recognition of his additional
responsibilities. The policy is to review fee rates periodically,
although such a review will not necessarily result in any changes
to the rates, and account is taken of fees paid to directors of
comparable companies. The Directors of the Company are remunerated
for their services at such a rate as the Directors determine
provided that the aggregate amount of such fees does not exceed
GBP120,000 per annum.
There are no long-term incentive schemes provided by the Company
and no performance fees are paid to Directors.
None of the Directors has a service contract with the Company
but each of the Directors is appointed by a letter of appointment
which sets out the main terms of their appointment. Directors hold
office until they retire by rotation or cease to be a director in
accordance with the Articles of Incorporation, by operation of law
or until they resign.
Remuneration
Directors are remunerated in the form of fees, payable quarterly
in arrears, to the Director personally. No Directors have been paid
additional remuneration outside their normal Directors' fees and
expenses.
The current annual Directors' fees comprise GBP20,000 per annum
payable to the Chairman and GBP15,000 per annum payable to the
other Directors.
Upon appointment of Worsley Associates as Investment Advisor on
31 May 2019, Mr Nixon waived any future Director's fee for as long
as he is a member of the Investment Advisor.
For the year ended 31 March 2022 and the nine month period ended
31 March 2021 Directors' fees incurred were as follows:
For the year For the nine months
ended ended
31 March 2022 31 March 2021
GBP GBP
--------------------- --------------- --------------------
W. Scott (Chairman) 20,000 15,000
B.A. Nixon - -
R. H. Burke 15,000 11,250
35,000 26,250
--------------------- --------------- --------------------
The directors of the subsidiaries of the Group received
emoluments amounting to GBP10,994 (31 March 2021: GBP7,858). Total
fees paid to Directors and directors of the subsidiaries were
GBP45,994 (31 March 2021: GBP34,108).
Signed on behalf of the Board by:
W. Scott
Director
15 July 2022
Independent Auditor's Report to the Members of Worsley Investors
Limited
Opinion on the financial statements
In our opinion, the financial statements of Worsley Investors
Limited ("the Parent Company") and its subsidiaries (together the
"Group"):
-- give a true and fair view of the state of the Group's affairs
as at 31 March 2022 and of its loss for the year then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards ("IFRS") as issued by the IASB;
and
-- have been properly prepared in accordance with the
requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements of the Group, for the
year ended 31 March 2022, which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Financial Position, the
Consolidated Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRS as issued by the
International Accounting Standards Board ("IASB").
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's 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. Our audit opinion is consistent with the
additional report to the audit committee.
Independence
We remain independent of the Group and the Parent Company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's
Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by that
standard as applied to listed public interest entities were not
provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors' assessment of the Group and the Parent
Company's ability to continue to adopt the going concern basis of
accounting included:
-- Obtaining from those charged with governance and the
Directors' a paper in respect of going concern and challenging
this, based on our knowledge of the Group, with both those charged
with governance and the Directors;
-- Consideration of the cash available, the liquidity of the
equity portfolio held, and the expected profit generated by the
property holding subsidiary, together with the expected annual
running costs of the Group and determining whether these
assumptions were reasonable based on our knowledge of the
Group.
-- Performing our own sensitivity analysis of the headroom of
the investment portfolio over the annual running expenses.
-- Reviewing the minutes of meetings of those charged with
governance, the RNS announcements and the compliance reports for
any indicators of concerns in respect of going concern.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
In relation to the Parent Company's reporting on how it has
applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors' statement
in the financial statements about whether the Directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview
Key audit matters (2022 Valuation of investment property
& 2021)
Valuation and ownership of listed investments
Materiality Group financial statements as a whole
GBP244,000 (2021:GBP253,000) based
on 1.75% (2021: 1.75%) of total assets.
-----------------------------------------------
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, including the Group's system of internal
control, and assessing the risks of material misstatement in the
financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there
was evidence of bias by the Directors that may have represented a
risk of material misstatement.
We carried out a full scope of the Group, which was tailored to
take into account the nature of the Group's investments, the
accounting and reporting environment and the industry in which the
Group operates.
In designing our overall audit approach, we determined
materiality and assessed the risk of material misstatement in the
financial statements.
This assessment took into account the likelihood, nature and
potential magnitude of any misstatement. As part of this risk
assessment, we considered the Group's interaction with the
Investment Advisor and the Administrator. We obtained an
understanding of the control environment in place at the Investment
Advisor and the Administrator to the extent that it was relevant to
our audit. Following this assessment, we applied professional
judgement to determine the extent of testing required over each
balance in the financial statements.
We concluded that the most effective audit approach for the
Group was to audit the consolidated financial statements as if the
Group was one entity.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current year and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified, 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 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.
Key audit matter How the scope of our audit addressed
the key audit matter
Valuation The Group holds a Independent valuations
of investment single investment
property property which is For the independent property valuation,
fair valued. we evaluated the competence and independence
Refer to of the external valuer, which included
accounting The fair value has consideration of their qualifications
policies been determined by and expertise. We read the terms
3(d) and the Directors based of their engagement with the Group
3(k) and on an independent to determine whether there were any
the disclosure Royal matters that might have affected
note 8) Institution of Chartered their objectivity or may have imposed
Surveyors "RICS" valuation scope limitations upon their work.
performed by independent
valuers. We have read the valuation report
for the property, noted the material
Such property valuations uncertainty clauses inserted as a
are a highly subjective result of the impact of Covid-19
area as it requires on the property markets, specifically
the valuer to make Italian Cinemas, discussed the basis
judgements as to property of the property valuation with the
yields, quality of valuer to understand the process
tenants and other undertaken by them and confirmed
variables to arrive that the valuation was prepared in
at the current fair accordance with professional valuation
value of the property. standards and IFRS.
Such subjectivity We considered the reasonableness
and judgements are of the inputs used by the valuer
increased due to the in the valuation, such as the rental
impact of the COVID-19 terms and other assumptions that
pandemic on the Cinema impact the value. This included discussions
market and the changing with and challenge of the valuer
habits of individuals around the impact of economic variables
as a result of COVID-19 and, the resulting adjustments to
lockdowns. As stated yields and overall consideration
in the note 3(d), of the resulting valuation. In addition,
as a result of the we agreed a sample of the significant
impact of COVID-19 inputs into the valuation, such as
on the market, the the rental details, to supporting
valuer has advised documentation.
that less certainty,
and a higher degree Key observation
of caution, should
be attached to their Based on the procedures performed,
valuation than would we did not identify any indications
normally be the case. to suggest that the judgements made
in respect of the property valuation
Any input inaccuracies are unreasonable.
or unreasonable bases
used in the valuation
judgements (such as
in respect of the
estimated rental value
and yield profile
applied) could result
in a material misstatement
in the consolidated
financial statements.
------------------------------ ----------------------------------------------
Valuation The investment portfolio For all investments, we agreed the
and ownership as at 31 March 2022 ownership of the investment portfolio
of listed comprised listed investments holdings to the respective independently
investments whose price is readily obtained Custodian confirmation.
available.
Refer to We tested the valuation of all listed
accounting This is a key accounting investments held by agreeing the
policies estimate where there prices used in the valuation to independent
3(o) and is an inherent risk third-party sources such as Bloomberg.
the disclosure of management override
note 9) arising from the investment Key observation
valuations being prepared
by the Investment Based on the procedures performed
Manager, who is remunerated we did not identify any matters to
based on the net asset indicate that the ownership and valuation
value of the funds, of investments are inappropriate.
derived using those
valuations and therefore
we consider this to
be a key audit matter.
We focused on the
valuation and ownership
of investments because
investments represent
a material proportion
of the net asset value
as disclosed in the
Statement of Financial
Position in the financial
statements.
------------------------------ ----------------------------------------------
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which
misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole and performance materiality
as follows:
Group financial statements
2022 2021
GBP GBP
------------------------- -------------------------
Materiality 244,000 253,000
------------------------- -------------------------
Basis for 1.75% of total assets 1.75% of total assets
determining
materiality
------------------------- -------------------------
Rationale Due to it being an investment fund with
for the benchmark the objective of long-term capital growth,
applied with investment values being a key focus
of users of the financial statements.
----------------------------------------------------
Performance
materiality 170,000 177,000
------------------------- -------------------------
Basis for 70% of materiality
determining
performance This was determined using our professional
materiality judgement and took into account the complexity
of the group and our knowledge of the engagement
together with a history of minimal errors
and adjustments.
----------------------------------------------------
Reporting threshold
We agreed with the Audit Committee that we would report to them
all individual audit differences in excess of GBP7,300 (2021:
GBP7,600). We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the annual
report and consolidated financial statements, other than the
financial statements and our auditor's report thereon. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
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 course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. 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 in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors' statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Parent
Company's compliance with the provisions of the UK Corporate
Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Going concern
and longer-term * The Directors' statement with regards the
viability appropriateness of adopting the going concern basis
of accounting and any material uncertainties
identified set out within the Report of Directors;
and
* The Directors' explanation as to its assessment of
the entity's prospects, the period this assessment
covers and why they period is appropriate as set out
within the Report of Directors.
Other Code
provisions * Directors' statement on fair, balanced and
understandable as set out within the Report of
Directors;
* Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out within the Corporate Governance Report;
* The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out Corporate Governance
Report; and
* The section describing the work of the audit
committee set out within the Audit Committee Report.
------------------------------------------------------------------
Other Companies (Guernsey) Law, 2008 reporting
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
-- proper accounting records have not been kept by the Parent Company; or
-- the Parent Company financial statements are not in agreement
with the accounting records; or
-- we have failed to obtain all the information and explanations
which, to the best of our knowledge and belief, are necessary for
the purposes of our audit.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities
statement within the Report of Directors, the Directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the Directors 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 Group'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 Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's 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
auditor's 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.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Based on our understanding of the Group and the industry in
which it operates, we identified that the principal risks of
non-compliance with laws and regulations related to its investment
and property holding activities, and we considered the extent to
which non-compliance might have a material effect on the Group's
financial statements.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and have a direct
impact on the preparation of the financial statements. We
determined that the most significant frameworks which are directly
relevant to specific assertions in the financial statements are
those that relate to the reporting framework such as IFRS and the
Companies (Guernsey) Law, 2008. We evaluated management's
incentives and opportunities for fraudulent manipulation of the
financial statements (including the risk of management override of
controls), and determined that the principal risks were related to
revenue recognition in relation to the investment and rental income
from the investments held and management bias and judgement
involved in accounting estimates, specifically in relation to the
valuation of the property and investments (the responses to which
are detailed in our key audit matters above).
We communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members and remained
alert to any indications of fraud or non-compliance with laws or
regulations throughout the audit.
Audit procedures performed by the engagement team to respond to
the risks identified included:
-- Discussion with and enquiry of management and those charged
with governance concerning known or suspected instances of
non-compliance with laws and regulations and fraud;
-- Obtaining an understanding of the internal control
environment in place to prevent and detect irregularities;
-- Reading minutes of meetings of those charged with governance,
correspondence with the Guernsey Financial Services Commission,
internal compliance reports, complaint registers and breach
registers to identify and consider any known or suspected instances
of non-compliance with laws and regulations or fraud;
-- Recalculating investment income and realised and unrealised
gains and losses in full for listed investments based on external
source information; and
-- Recalculating the rental income based on the lease agreement
and required accounting by IFRS and comparing with that of
management and challenging differences.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed 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 are to become aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities . This description
forms part of our auditor's report.
The engagement director on the audit resulting in this
independent auditor's opinion is Justin Hallett.
Use of our report
This report is made solely to the Parent Company's members, as a
body, in accordance with Section 262 of the Companies (Guernsey)
Law, 2008. Our audit work has been undertaken so that we might
state to the Parent Company's members those matters we are required
to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the
Parent Company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
For and on behalf of BDO Limited
Chartered Accountants and Recognised Auditor
Place du Pré
Rue du Pré
St Peter Port
Guernsey
Date 15 July 2022
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2022
For the For the 9
year ended months ended
31 March 2022 31 March 2021
Notes GBP000s GBP000s
----------------------------------------- ------ -------------- --------------
5 &
Gross property income 8 742 576
Property operating expenses 5 (144) (116)
Net property income 598 460
----------------------------------------- ------ -------------- --------------
Other income 6 -
Net gain on investments at fair
value through profit or loss 9 102 2,159
Unrealised valuation loss on investment
property 8 (770) -
Lease incentive movement 5 48 (322)
General and administrative expenses 6 (530) (440)
(Loss)/profit before tax (546) 1,857
----------------------------------------- ------ -------------- --------------
Income tax refund/(expense) 12 41 (200)
----------------------------------------- ------ -------------- --------------
(Loss)/profit for the year/ period (505) 1,657
----------------------------------------- ------ -------------- --------------
Other comprehensive loss
Foreign exchange translation loss (48) (528)
----------------------------------------- ------ -------------- --------------
Total items that are or may be
reclassified to profit or loss (48) (528)
----------------------------------------- ------ -------------- --------------
Total comprehensive (loss)/income
for the year/ period (553) 1,129
----------------------------------------- ------ -------------- --------------
Basic and diluted (loss)/earnings
per ordinary share (pence) 7 (1.50) 4.91
The accompanying notes form an integral part of these Financial
Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2022
Foreign
Revenue Distributable currency Total
reserve reserve reserve equity
Note GBP000s GBP000s GBP000s GBP000s
-------------------------- ------ --------- -------------- ---------- --------
Balance at 1 April 2021 (44,972) 47,263 11,728 14,019
Loss for the year (505) - - (505)
Other comprehensive loss - - (48) (48)
Balance at 31 March 2022 (45,477) 47,263 11,680 13,466
---------------------------------- --------- -------------- ---------- --------
For the 9 months ended 31 March 2021
Foreign
Revenue Distributable currency Total
reserve reserve reserve equity
Note GBP000s GBP000s GBP000s GBP000s
-------------------------- ------ --------- -------------- ---------- --------
Balance at 1 July 2020 (46,629) 47,263 12,256 12,890
Profit for the period 1,657 - - 1,657
Other comprehensive loss - - (528) (528)
Balance at 31 March 2021 (44,972) 47,263 11,728 14,019
---------------------------------- --------- -------------- ---------- --------
The accompanying notes form an integral part of these Financial
Statements
Consolidated Statement of Financial Position
As at 31 March 2022
31 March 31 March
2022 2021
Notes GBP000s GBP000s
---------------------------------------- ------ ----------- -----------
Non-current assets
Investment property 8 6,550 7,336
Lease incentive 8 778 834
Current assets
Cash and cash equivalents 576 486
Investments held at fair value through
profit or loss 9 5,973 5,504
Trade and other receivables 10 34 264
Tax receivable 52 52
Total assets 13,963 14,476
---------------------------------------- ------ ----------- -----------
Non-current liabilities
Provisions - 42
Deferred tax payable 12 72 74
Current liabilities
Trade and other payables 11 254 167
Tax payable 171 174
Total liabilities 497 457
---------------------------------------- ------ ----------- -----------
Total net assets 13,466 14,019
---------------------------------------- ------ ----------- -----------
Equity
Revenue reserve 16 (45,477) (44,972)
Distributable reserve 16 47,263 47,263
Foreign currency reserve 16 11,680 11,728
Total equity 13,466 14,019
---------------------------------------- ------ ----------- -----------
Number of ordinary shares 13 33,740,929 33,740,929
Net asset value per ordinary share
(pence) 14 39.91 41.55
---------------------------------------- ------ ----------- -----------
The Consolidated Financial Statements were approved by the Board
of Directors and authorised for issue on 15 July 2022. They were
signed on its behalf by:-
W. Scott
Director
The accompanying notes form an integral part of these Financial
Statements
Consolidated Statement of Cash Flows
For the year ended 31 March 2022
For the For the 9 months
year ended ended
31 March 2022 31 March 2021
Notes GBP000s GBP000s
--------------------------------------- ------ -------------- -----------------
Operating activities
(Loss)/profit before tax (546) 1,857
Adjustments for:
Unrealised valuation loss on
investment property 8 770 -
Net gains on investments held
at fair value through profit
or loss 9 (102) (2,159)
Investment income 9 217 17
Decrease/(increase) in trade
and other receivables 172 (132)
Decrease in provisions (42) (4)
Increase/(decrease) in trade
and other payables 87 (38)
Purchase of investments held
at fair value through profit
or loss 9 (868) (1,895)
Proceeds on sale of investments
held at fair value through profit
or loss 9 283 217
Net cash used in operations (29) (2,137)
--------------------------------------- ------ -------------- -----------------
Tax received 103 43
Net cash inflow/(outflow) from
operating activities 74 (2,094)
--------------------------------------- ------ -------------- -----------------
Effects of exchange rate fluctuations 16 (52)
--------------------------------------- ------ -------------- -----------------
Increase/(decrease) in cash
and cash equivalents 90 (2,146)
--------------------------------------- ------ -------------- -----------------
Cash and cash equivalents at
start of the year/period end 486 2,632
--------------------------------------- ------ -------------- -----------------
Cash and cash equivalents at
the year/period end 576 486
--------------------------------------- ------ -------------- -----------------
The accompanying notes form an integral part of these Financial
Statements
worsley investors Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
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 and that 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 Consolidated Financial Statements (the "Financial
Statements") of the Company for the year ended 31 March 2022
comprise the Financial Statements of the Company and its
subsidiaries (together referred to as the "Group").
Please refer to the Investment Policy Note below. The Company's
registered office is included under Corporate Information.
2. Change in year end
These Financial Statements are made up for the year ended 31
March 2022. The annual results, therefore, cover a twelve-month
period up to 31 March 2022 and are not entirely comparable to the
previous period's results, which covered a period of
nine-months.
3. Significant accounting policies
(a) Basis of preparation
The Financial Statements, which show a true and fair view, have
been prepared in accordance with International Financial Reporting
Standards ("IFRS") which comprise standards and interpretations
issued by the International Accounting Standards Board ("IASB") and
are in compliance with The Companies (Guernsey) Law, 2008. The
Financial Statements have been prepared on a going concern basis,
and the accounting policies, presentation and methods of
computation are consistent with this basis, as disclosed in the
going concern paragraph below.
The Directors believe that the Financial Statements contain all
of the information required to enable shareholders and potential
investors to make an informed appraisal of the investment
activities and profits and losses of the Company for the period to
which they relate and do not omit any matter or development of
significance.
(b) Going concern
These Financial Statements have been prepared on a going concern
basis. 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 a
period of at least twelve months from the date of approval of these
Financial Statements. The Group maintains a significant cash
balance and an extensive portfolio of securities, and the property
lease generates sufficient cash flows to pay on-going expenses and
other obligations. The Directors have considered the cash position
and performance of the current capital invested by the Group, the
potential impact on markets and supply chains of geo-political
risks such as the current crisis in Ukraine, the risk of further
COVID-19 uncertainty and continuing macro-economic factors and
inflation and concluded that it is appropriate to adopt the going
concern basis in the preparation of these Consolidated Financial
Statements.
Going concern is assessed from 12 months from the approval of
these Consolidated Financial Statements. Owing to the fact that the
Group currently has no borrowing, has a significant cash holding
and that the Company's equity investments predominantly comprise
readily realisable securities the Board considers there to be no
material uncertainty.
(c) Adoption of new standards and its consequential amendments
New Accounting Standards and interpretations adopted in the
reporting period
The were no relevant new standards and interpretations which
have been applied for the first time in these Financial
Statements:
New Accounting Standards and interpretations applicable to
future reporting periods
At the date of approval of these Financial Statements, the
following relevant standards and interpretations, which have not
been applied in these Financial Statements, were in issue but not
yet effective:
-- IAS 1 (amended), "Presentation of Financial Statements"
(amendments regarding the classification of liabilities, effective
for periods commencing on or after 1 January 2024).
-- Annual Improvements to IFRS Standards 2018-2020 (effective
for periods commencing on or after 1 January 2022). In regard to
IFRS 9, the amendment clarifies which fees an entity includes when
it applies the '10% test' in assessing whether to derecognise a
financial liability.
-- Amendments to IAS 1 Classification of Liabilities as Current
or Non-current (effective for periods commencing on or after 1
January 2023) - The amendments in Classification of Liabilities as
Current or Non-current clarify how to classify debt and other
liabilities as current or non-current.
-- Amendments to IAS 1 Disclosure of Accounting Policies
(effective for periods commencing on or after 1 January 2023) - The
amendments in Disclosure of Accounting Policies require companies
to disclose their material accounting policy information rather
than their significant accounting policies.
-- Amendments to IAS 8 Definition of Accounting Estimates
(effective for periods commencing on or after 1 January 2023) - The
amendments in Definition of Accounting Estimates clarify how
companies should distinguish changes in accounting policies from
changes in accounting estimates, by replacing the definition of a
change in accounting estimates with a new definition.
Any standards that are deemed not relevant to the operations of
the Company have been excluded. The Directors expect that the
adoption of these amended standards in a future period will not
have a material impact on the Financial Statements of the
Group.
(c) Significant estimates and judgements
The preparation of the Group's Financial Statements requires
management to make judgements, estimates and assumptions which
affect the reported amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes which require a material
adjustment to the carrying amount of assets or liabilities affected
in future periods.
(i) Judgements:
In the process of applying the Group's accounting policies,
management has made the following judgements, which have the most
significant effect on the amounts recognised in the Financial
Statements:
Functional currency
As disclosed in note 3(e), the Company's functional currency is
pounds sterling and the subsidiaries' functional currency is Euro.
The Board of Directors considers that the Parent Company's
functional currency is pounds sterling, as the capital raised,
return on capital and any distributions paid by the Parent Company
are in pounds sterling. The Euro most faithfully represents the
economic effect of the underlying transactions, events and
conditions of the subsidiaries. The Euro is the currency in which
the subsidiaries measure their performance and report their
results.
(ii) Estimates and assumptions:
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, which have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates
on parameters available when the Financial Statements were
prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or
circumstances arising which are beyond the control of the Group.
Such changes are reflected in the assumptions when they occur.
Revaluation of investment property
The Group carries its investment property at fair value, with
changes in fair value being recognised in the Consolidated
Statement of Comprehensive Income. The property is valued quarterly
by an external independent valuer as at the end of each calendar
quarter. Their valuations are reviewed quarterly by the Board.
Quarterly valuations of the investment property are carried out
by Knight Frank LLP, external independent valuers to the Group, in
accordance with the Royal Institution of Chartered Surveyors'
("RICS") Appraisal and Valuation Standards. The property has been
valued in accordance with the definition of the RICS Valuation
which is defined as the price which would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The valuation
is based on the highest and best use of the investment
property.
An independent valuation was carried out for the investment
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 and less certainty should be attached to this
valuation compared to valuations carried out under normal
circumstances. The material uncertainty clause is to serve as a
precaution and does not invalidate the valuation nor imply that the
valuation cannot be relied upon.
The key assumptions used to determine the market value of the
investment property are explained further in note 8.
(e) Foreign currency translation
(i) Foreign currency transactions
Transactions in foreign currencies are translated to
presentation currency at the spot foreign exchange rate ruling at
the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the Consolidated Statement of
Financial Position date are translated to presentation currency at
the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the
Consolidated Statement of Comprehensive Income. Non-monetary assets
and liabilities which are measured at historical cost in a foreign
currency are translated using the exchange rate at the date of the
original transaction. Non-monetary assets and liabilities
denominated in foreign currencies which are stated at fair value
are translated to presentation currency at foreign exchange rates
ruling at the dates the fair value was determined.
(ii) Exchange differences on foreign operations
The assets and liabilities of foreign operations, arising on
consolidation, are translated to presentation currency at the
foreign exchange rates ruling at the Consolidated Statement of
Financial Position date. The income and expenses of foreign
operations are translated to presentation currency at an average
rate. Foreign exchange differences arising on retranslation are
recognised in other comprehensive income and as a separate
component of equity.
(f) Basis of consolidation
(i) Subsidiaries
The Financial Statements comprise the Financial Statements of
the Company and its subsidiaries as at 31 March each year.
Subsidiaries are fully consolidated from the date of acquisition,
being the date on which the Group obtains control, and continue to
be consolidated until the date when such control ceases. The
Financial Statements of the subsidiaries are prepared using
consistent accounting policies.
(ii) Transactions eliminated on consolidation
All intra-group balances, transactions and unrealised gains and
losses resulting from intra-group transactions are eliminated in
preparing the Financial Statements.
Worsley Investors Limited, the Company, is the parent of the
Group. It was incorporated in Guernsey on 5 April 2005. The Company
owned the following subsidiary as at the reporting date:
Subsidiaries Country Date of Ownership Principal Financial
of incorporation incorporation interest activities year end
%
Property Trust Luxembourg 24 November 100.00% Holding 31 March
Luxembourg 2 S.à 2005 Company
r.l.
------------------ --------------- ---------- ------------ ----------
The company shown in the table below was directly owned by
Property Trust Luxembourg 2 S.à.r.l. as at the reporting date:
Indirect subsidiaries and joint Country Ownership Financial
ventures of incorporation interest year end
Property Trust Luxembourg 2 S.à %
r.l.
------------------
Multiplex 1 S.r.l. Italy 100.00% 31 December
-------------------------------------- ------------------ ---------- ------------
The entity above has a reporting date of 31 December owing to
legacy set up.
(f) Income recognition
Interest income from banks is recognised on an effective yield
basis. Bond interest is recognised using the effective interest
rate method.
Dividend income from equity investments is recognised when the
relevant investment is quoted ex-dividend, and is included gross of
withholding tax.
Rental income from the investment property leased out under
operating leases is recognised in the Consolidated Statement of
Comprehensive Income on a straight-line basis over the term of the
lease. Lease incentives are amortised over the whole lease
term.
(g) Expenses/other Income
Expenses are accounted for on an accruals basis.
Service costs for service contracts entered into by the Group
acting as the principal are recorded when such services are
rendered. The Group is entitled to recover such costs from the
tenants of the investment property. The recovery of costs is
recognised as service charge income on an accrual basis.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits carried at amortised cost. Cash equivalents are
short-term, highly liquid investments which are readily convertible
to known amounts of cash and which are subject to an insignificant
risk of changes in value.
(i) Provisions
A provision is recognised in the Consolidated Statement of
Financial Position when the Group has a legal or constructive
obligation as a result of a past event, and it is probable that an
outflow of economic benefits will be required to settle the
obligation.
(j) Investment property
Investment property is held to earn rental income and capital
appreciation and is recognised as such. Investment property is
initially recognised at cost, being the fair value of consideration
given, including associated transaction costs.
After initial recognition, investment property is measured at
fair value using the fair value model with unrealised gains and
losses recognised in the Consolidated Statement of Comprehensive
Income. Realised gains and losses upon disposal of the property is
recognised in the Consolidated Statement of Comprehensive Income.
Quarterly valuations are carried out by Knight Frank LLP, external
independent valuers, in accordance with the RICS Appraisal and
Valuation Standards. The property has been valued in accordance
with the definition of the RICS Valuation which is defined as the
price which would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants
at the measurement date. The valuation is based on the highest and
best use of the investment property.
Lease incentive assets are deducted from the independent
valuation to arrive at fair value for accounting purposes: refer to
note 8 for further details.
Subsequent expenditure is charged to the asset's carrying amount
only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can
be measured reliably. All other repairs and maintenance costs are
charged to the Consolidated Income Statement during the financial
period in which they are incurred.
Investment property is derecognised when it has been disposed
of. Where the Group disposes of a property at fair value in an
arm's length transaction, the carrying value immediately prior to
the sale is adjusted to the transaction price, and the adjustment
is recorded in the income statement within gain/(loss) on disposals
of subsidiaries and investment property.
(k) Assets held for sale
Investment property is transferred to assets held for sale when
it is expected that the carrying amount will be recovered
principally through sale rather than from continuing use. For this
to be the case, the property must be available for immediate sale
in its present condition subject only to terms that are usual and
customary for sales of such property and its sale must be highly
probable.
For the sale to be highly probable:
-- The Board must be committed to a plan to sell the property
and an active programme to locate a buyer and complete the plan
must have been initiated;
-- The property must be actively marketed for sale at a price
that is reasonable in relation to its current fair value; and
-- The sale should be expected to qualify for recognition as a
completed sale within one year from the date of classification.
On re-classification, any investment property which is measured
at fair value would continue to be so measured.
(l) Operating leases (lessor)
The determination of whether or not an arrangement is, or
contains, a lease is based on the substance of the arrangement at
the inception date. The arrangement is assessed to establish if
fulfilment of the arrangement is dependent on the use of a specific
asset or assets or the arrangement conveys a right to use the asset
or assets, even if that right is not explicitly specified in an
arrangement.
Leases in which the Group does not transfer substantially all
the risks and benefits of ownership of an asset are classified as
operating leases. Initial direct costs incurred in negotiating an
operating lease are added to the carrying amount of the leased
asset and recognised over the lease term on the same basis as
rental income. Contingent rents are recognised as revenue in the
period in which they are earned. Where an operating lease is
modified it is accounted for as a new lease with any prepaid or
accrued lease payments relating to the original lease being treated
as part of the lease payments for the new lease.
(m) Financial instruments
Financial assets and financial liabilities are recognised in the
Consolidated Statement of Financial Position when the Group becomes
a party to the contractual provisions of the instrument. Financial
assets and financial liabilities are only offset and the net amount
reported in the Consolidated Statement of Financial Position and
Consolidated Statement of Comprehensive Income when there is a
currently enforceable legal right to offset the recognised amounts
and the Group intends to settle on a net basis or realise the asset
and liability simultaneously.
On initial recognition, the Group classifies financial assets as
measured at amortised cost or at fair value through profit or loss
("FVTPL").
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
-- it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
-- its contractual terms give rise on specified dates to cash
flows which are solely payments of principal and interest.
In making an assessment of the objective of the business model
in which a financial asset is held, the Group considers all of the
relevant information about how the business is managed.
The Group has determined that it has two business models:
Held-to-collect business model: this includes cash and cash
equivalents and other receivables. These financial assets are held
to collect contractual cash flow.
Other business model: this includes investments in listed
equities and investment funds. These financial assets are managed
and their performance is evaluated, on a fair value basis, with
sales taking place routinely.
Impairment
The Group assesses on a forward-looking basis the expected
credit loss associated with its financial assets held at amortised
cost. The Group has elected to apply the simplified approach
permitted by IFRS 9 in respect of receivables because they have a
maturity of less than one year and do not contain a significant
financing component. Under the simplified approach the requirement
is always to recognise lifetime Expected Credit Loss ("ECL"). Under
the simplified approach practical expedients are available to
measure lifetime ECL but forward-looking information must still be
incorporated. Under the simplified approach there is no need to
monitor significant increases in credit risk and entities will be
required to measure lifetime ECLs at all times. The Directors have
concluded that any ECL on receivables would be immaterial to the
Financial Statements owing to the low credit risk of the relevant
counterparties and the historical payment history.
A receivable is considered to be in "default" when the
corresponding party is unlikely to pay its credit obligations in
full, without recourse to actions such as realising security (if
held), or the borrower is past due more than 90 days on any
material credit obligation.
Cash and cash equivalents comprise cash balances and call
deposits carried at amortised cost. Cash equivalents are
short-term, highly liquid investments which are readily convertible
to known amounts of cash and which are subject to an insignificant
risk of changes in value.
Investments at fair value through profit or loss
("investments")
Recognition
Investments are recognised in the Company's Statement of
Financial Position when the Company becomes a party to the
contractual provisions of the instrument.
Purchases and sales of investments are recognised on the trade
date (the date on which the Company commits to purchase or sell the
investment). Investments purchased are initially recorded at fair
value, being the consideration given, including transaction or
other dealing costs associated with the investment.
Measurement
Subsequent to initial recognition, investments are measured at
fair value. Gains and losses arising from changes in the fair value
of investments and gains and losses on investments that are sold
are recognised through profit or loss in the Statement of
Comprehensive Income within net changes in fair value of financial
assets at fair value through profit or loss.
Investments traded in active markets are valued at the latest
available bid prices ruling at midnight on the reporting date. The
Directors are of the opinion that the bid-market prices are the
best estimate of fair value. Investments consist of listed or
quoted equities or equity-related securities, options and bonds
which are issued by corporate issuers, supra-nationals or
government organisations, and investment in funds.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Gains and losses
arising from changes in the fair value of financial
assets/(liabilities) are shown as net gains or losses on financial
assets through profit or loss and recognised in the Statement of
Comprehensive Income in capital in the period in which they
arise.
Realised gains and losses arising on disposal of investments are
calculated by reference to the proceeds received on disposal and
the average cost attributable to those investments and are
recognised in the Statement of Comprehensive Income. Unrealised
gains and losses on investments are recognised in the Statement of
Comprehensive Income.
Capital
Financial instruments issued by the Group are treated as equity
if the holder has only a residual interest in the assets of the
Group after the deduction of all liabilities. The Company's
Ordinary Shares are classified as equity instruments.
The Group's capital is represented by the Ordinary Shares,
revenue reserve, distributable reserve and foreign exchange
reserve. Share premium is included in the distributable reserve
presented in the Consolidated Statement of Changes in Equity. The
capital of the Company is managed in accordance with its investment
policy in pursuit of its investment objective. It is not subject to
externally imposed capital requirements. The Ordinary shares carry
rights regarding dividends, voting, winding-up and redemptions,
which are detailed in full in the Company's Memorandum and Articles
of Incorporation.
Equity instruments
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction from proceeds.
(p) Taxation
The Company has obtained exempt company status in Guernsey under
the terms of the Income Tax (Exempt Bodies) (Guernsey) Ordinance,
1989 and accordingly is subject to an annual fee of GBP1,200. The
Directors intend to conduct the Group's affairs such that it
continues to remain eligible for exemption.
The Company's subsidiaries are subject to income tax on any
income arising on investment property, after deduction of debt
financing costs and other allowable expenses. However, when a
subsidiary owns a property located in a country other than its
country of residence the taxation of the income is defined in
accordance with the double taxation treaty signed between the
country where the property is located and the residence country of
the subsidiary.
Income tax on the profit or loss for the period comprises
current and deferred tax. Current tax is the expected tax payable
on the taxable income for the year as determined under local tax
law, using tax rates enacted or substantially enacted at the
Consolidated Statement of Financial Position date, and any
adjustment to tax payable in respect of previous periods.
Deferred income tax is provided using the liability method,
providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amount used for taxation purposes. The amount of deferred tax
provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using
tax rates enacted or substantially enacted at the Consolidated
Statement of Financial Position date, except in the case of
investment property, where deferred tax is provided for the effect
of the sale of the property. Deferred tax assets are recognised
only to the extent that it is probable that future taxable profits
will be available against which the asset is utilised.
Details of current tax and deferred tax assets and liabilities
are disclosed in note 12.
(r) Determination and presentation of operating segments
The Company has entered into an Investment Advisory Agreement
with the Investment Advisor, under which the Board has appointed
the Investment Advisor to oversee on a day-to-day basis the assets
of the Company, subject to their review and control and ultimately
the overall supervision of the Board. The Board retains full
responsibility to ensure that the Investment Advisor adheres to its
mandate. Moreover, the Board is fully responsible for the
appointment and/or removal of the Investment Advisor. Accordingly,
the Board is deemed to be the "Chief Operating Decision Maker" of
the Company.
The Board has considered the requirements of IFRS 8, 'Operating
Segments'. The Board is of the view that the Group has two segments
of business (see note 19).
(s) Share issue costs
Share issue costs are fully written off against the share
capital account in the period of the share issue in accordance with
Guernsey company law.
4. Material agreements
Investment Management Agreements
Worsley Associates LLP
The Investment Advisory Agreement had an initial term of two
years, with either Worsley Associates or the Company being able to
terminate the agreement by giving 12 months' notice from 1 June
2020 and thereafter on a rolling 12 months' notice basis. On giving
the requisite 12 months' notice there is no compensation on
termination (save in respect of any payment made in lieu of notice
where Worsley Associates and the Company agree to terminate the
Investment Advisory Agreement on less than 12 months' notice). In
addition, the Company and Worsley Associates may terminate the
Investment Advisory Agreement in certain limited circumstances.
Pursuant to the Investment Advisory Agreement, Worsley
Associates is entitled to an annual advisory fee of 1.25 per cent.
of the Company's Net Asset Value, to the extent that the Company's
Net Asset Value is GBP40 million or less, but subject to a minimum
fee of GBP150,000 per annum. If the Company's Net Asset Value
exceeds GBP40 million, the Company will pay Worsley Associates a
fee equal to 1.25 per cent. of GBP40 million and 1.00 per cent. of
the amount by which the Company's Net Asset Value exceeds GBP40
million.
During the year, the Worsley Associates was due an Investment
Advisory fee of GBP181,628 (nine month period to 31 March 2021:
GBP122,871). Fees of GBP16,841 were outstanding as at 31 March 2022
(31 March 2021: GBP14,014).
Broker Agreement
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited
On 18 April 2019, Shore Capital and Corporate Limited and Shore
Capital Stockbrokers Limited (together "Shore Capital") were
appointed as the Company's financial adviser and broker. Fees
expensed in the year ended 31 March 2022 totalled GBP25,730 (nine
month period ended 31 March 2021 GBP18,750) of which none was
outstanding as at 31 March 2022 (31 March 2021: GBPnil).
Administrator Agreement
With effect from 28 June 2019, Sanne Fund Services (Guernsey)
Limited (formerly Praxis Fund Services Limited) ("Sanne") has been
entitled to an annual fee payable by the Company as follows:
-Where the Net Asset Value ("NAV") is up to GBP20 million a
fixed fee of GBP70,000 per annum applies. This fee is subject to
annual adjustment for inflation;
-Where the NAV is over GBP20 million but up to GBP100 million a
further fee equating to 0.025% of NAV per annum will be charged on
the excess; and
-Where the NAV is over GBP100 million, a further fee equating to
0.06% per annum of the NAV in excess of GBP100 million will be
charged.
During the year, Sanne was due an administration fee of
GBP72,869 (nine month period ended 31 March 2021: GBP54,054) of
which GBP19,000 was outstanding as at 31 March 2022 (31 March 2021:
GBP10,000).
Fees totalling GBP45,912 were paid to the administrators of the
subsidiaries (nine month period ended 31 March 2021:
GBP28,880).
Custody Agreement
With effect from 5 July 2019, Butterfield Bank (Guernsey)
Limited was appointed as Custody Agent to the Company. Butterfield
Bank (Guernsey) Limited is entitled to an annual fee payable by the
Company at the rate of 0.15% per annum of the gross value of the
investments held, subject to a minimum fee of GBP400 per annum.
During the year, Butterfield Bank (Guernsey) Limited was due a
custody agency fee of GBP9,309 (nine month period to 31 March 2021:
GBP4,179). Fees of GBP2,300 were outstanding as at 31 March 2022
(31 March 2021: GBP1,537).
During the year, Butterfield Bank (Guernsey) Limited was due
transaction fees of GBP1,571 incurred as a result of investment
trading (nine month period ended 31 March 2021: GBP4,450). No
transaction fees were outstanding as at 31 March 2022 (31 March
2021: GBPnil).
5. Gross rental income
Gross rental income for the year ended 31 March 2022 amounted to
GBP0.74 million (nine month period ended 31 March 2021: GBP0.58
million). The Group leases out its investment property under an
operating lease which is structured in accordance with local
practices in Italy. The lease benefits from indexation.
The lease, which was signed in December 2018, is summarised as
follows:
- Term
15 years fixed, from 1 January 2019 until 31 December 2033 with
an automatic nine-year extension unless cancelled by the tenant
with a minimum 12-month notice period.
- Base Rent
Year 1 - EUR800,000
Year 2 (i.e. from January 2020) - EUR830,000, and thereafter to
be indexed to 100% of the ISTAT Consumer Index on an upwards-only
basis.
As part of the overall negotiation package an amount of
EUR330,329 lease incentive was paid in December 2018 to the tenant.
The new lease was been treated as backdated with an effective
commencement date of 1 July 2018. A further amount of EUR330,329
was granted to the tenant as a discount on rent which adjusted the
rental income received from 1 July 2018 to 31 December 2018 to be
in line with that receivable under the new lease agreement.
- Variable Rent
There was an incremental rent of between EUR1.50 and EUR2.50 per
ticket sold above a minimum threshold of 350,000 tickets per
year.
During June 2020, as a result of COVID-19, negotiations with the
tenant at the Curno property were held with the aim of achieving
overall terms which would improve asset liquidity and maximise
potential pricing. As a result, a lease amendment was signed on 11
September 2020 with alterations summarised as follows:
- Term
17.5 years fixed, from 1 January 2019 until 30 June 2035 with an
automatic nine-year extension unless cancelled by the tenant with a
minimum 12-month notice period.
- Base Rent
From 1 March 2021 - EUR915,000, and from 1 January 2022 to be
indexed to 100% of the ISTAT Consumer Index on an upwards-only
basis. As part of the overall amendment package an amount of
EUR622,500 was granted to the tenant as a full discount on rent
payable from 1 March 2020 to 30 November 2020. Of the EUR622,500
discount on rent, EUR276,667 related to the year ended 30 June
2020. On 1 January 2022 annual rental increased to EUR949,770.
Please refer to the table below and note 8 for further details.
- Variable Rent
Remains as per prior agreement. There will be an incremental
rent of between EUR1.50 and EUR2.50 per ticket sold above a minimum
threshold of 350,000 tickets per calendar year. There was no
variable rent earned in the year ended 31 March 2022 (nine month
period ended 31 March 2021: none).
Minimum Lease Payments (based on actual cash flows)
31 March 2022 31 March 2021
EUR000s EUR 000s
--------------- -------------- --------------
1 year 950 915
1-5 years 3,820 3,680
After 5 years 7,976 8,624
----------------- -------------- --------------
Lease incentive
Year ended 9 months ended
31 March 2022 31 March 2021
GBP000s GBP000s
Lease incentive at beginning of year/period 834 561
Lease incentive movement for the year/period (48) 322
Foreign exchange translation (8) (49)
Lease incentive at end of year/period 778 834
---------------------------------------------- -------------- ---------------
The amounts recognised in the Statement of Comprehensive Income
of the Group in relation to the investment property are as
follows:
Rental income
Year ended 9 months ended
31 March 2022 31 March 2021
GBP000s GBP000s
-------------------------------------------------- --------------- ---------------
Rental income received (net of lease incentives) 790 254
Straight-lining of lease incentives (48) 322
-------------------------------------------------- --------------- ---------------
Rental income 742 576
-------------------------------------------------- --------------- ---------------
Expense from services to tenants, other property operating and
administrative expenses
Year ended
31 March 9 months ended
2022 31 March 2021
GBP000s GBP000s
------------------------------------------- ----------- ---------------
Property expenses arising from investment
property which generates rental income 144 116
------------------------------------------- ----------- ---------------
Total property operating expenses 144 116
------------------------------------------- ----------- ---------------
As the investment property was rented for the entire
year/period, there were no p roperty expenses arising from
investment property which did not generate rental income.
6. General and administrative expenses
Year ended 9 months
31 March ended
2022 31 March
2021
GBP000s GBP000s
------------------------------------ ----------- ----------
Administration fees (note 4) 119 83
General expenses 58 78
Audit fees 44 43
Legal and professional fees 29 36
Directors' fees and expenses (note
17) 46 34
Insurance fees 26 24
Corporate Broker fees (note 4) 26 19
Investment Advisor fees (note 4
& 17) 182 123
Total 530 440
------------------------------------- ----------- ----------
7. Basic and diluted earnings/(loss) per Share
The basic and diluted earnings or loss per share for the Group
is based on the net loss for the year of GBP0.505 million (31 March
2021: net profit for the nine month period of GBP1.657 million) and
the weighted average number of Ordinary Shares in issue during the
year of 33,740,929 (nine month period to 31 March 2021:
33,740,929). There are no instruments in issue which could
potentially dilute earnings or loss per Ordinary Share.
8. Investment property
Year ended 9 months ended
31 March 2022 31 March 2021
GBP000s GBP000s
Value of investment property before
lease incentive adjustment
at beginning of the year/period 8,170 8,696
Fair value adjustment (770) -
Foreign exchange translation (72) (526)
Independent external valuation 7,328 8,170
Adjusted for: Lease incentive (note 5)* (778) (834)
Fair value of investment property at
the end of the year/period 6,550 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 the 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 31 March 2022 31 March 2021
Gross estimated rental value per sqm p.a. 114.00EUR 114.00EUR
Equivalent yield 10.53% 9.10%
-------------- --------------
The external valuer has carried out its valuation using the
comparative and investment methods. The assessment was made on the
basis of a collation and analysis of appropriate comparable
investment and rental transactions. The market analysis has been
undertaken using market knowledge, enquiries of other agents,
searches of property databases, as appropriate and any information
provided to them. The external valuer has adhered to the RICS
Valuation - Professional Standards.
An increase/decrease in ERV (Estimated Rental Value) will
increase/decrease valuations, while an increase/decrease to yield
decreases/increases valuations. The information below sets out the
sensitivity of the independent property valuation to changes in
Fair Value.
If market rental increases by 10% then property value increases
by 2.41%, being EUR210,484 (31 March 2021: 2.76%, being
EUR263,590).
If market rental decreases by 10% then property value decreases
by 2.41% being EUR210,484 (31 March 2021: 2.76%, being
EUR263,590)
If yield increases by 1% then property value decreases by 8.36%,
being EUR728,913 (31 March 2021: 9.76%)
If yield decreases by 1% then property value increases by
10.06%, being EUR877,169 (31 March 2021: 12.1%)
Property assets are inherently difficult to value due 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 continues to be faced with an
unprecedented set of circumstances caused by COVID-19 and an
absence of relevant / sufficient market evidence on which to base
their judgements. Their valuation is therefore reported as being
subject to 'material valuation uncertainty' and a higher degree of
caution should be attached to their valuation than would normally
be the case.
9. Investments at fair value through profit or loss
Year ended 9 months ended
31 March 2022 31 March 2021
GBP000s GBP000s
---------------------------------------------------------------------- --------------- ---------------
Fair value of investments at FVTPL at beginning of year/period 5,504 1,684
Purchases 867 1,895
Sales (283) (217)
Realised gains 46 60
Unrealised (losses)/gains (161) 2,082
---------------------------------------------------------------------- --------------- ---------------
Total investments at FVTPL 5,973 5,504
---------------------------------------------------------------------- --------------- ---------------
As at 31 March 2022, the cost of the Investments at FVTPL was
GBP3.983million (31 March 2021: GBP3.353million).
Year ended 9 months ended
31 March 2022 31 March 2021
GBP000s GBP000s
---------------------------------------------------- --------------- ---------------
Realised gains 46 60
Unrealised (losses)/gains (161) 2,082
---------------------------------------------------- --------------- ---------------
Total (losses)/gains on investments at FVTPL (115) 2,142
---------------------------------------------------- --------------- ---------------
Investment income 217 17
---------------------------------------------------- --------------- ---------------
Total gains on financial assets at FVTPL 102 2,159
---------------------------------------------------- --------------- ---------------
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 the 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:
31 March 2022 Level 1 Level 2 Level 3 Total
GBP000s GBP000s GBP000s GBP000s
Fair value through profit or loss
- Investments 4,189 1,784 - 5,973
=========== ======== ======== ========
Within the Company's financial assets classified as Level 2,
securities totalling GBP1,149,000 are traded on the London Stock
Exchange or AIM Market, securities of GBP335,000 being traded on
the Aquis Exchange and securities of GBP300,000 being traded in The
International Stock Exchange. The Level 2 securities are valued at
the traded price as at the year 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
=========== ======== ======== ========
Within the Company's financial assets classified as Level 2,
securities totalling GBP1,227,000 are traded on the London Stock
Exchange or AIM Market, with the remaining securities of GBP300,000
being traded on the Aquis Exchange. The Level 2 securities are
valued at the traded price as at the period end and no adjustment
has been deemed necessary to these prices. However, although these
are traded, they are not regularly traded in significant volumes
and hence have been classified as level 2.
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. There were no transfers between levels
during the reporting period (nine month period to 31 March 2021:
None).
10. Trade and other receivables
31 March
2022 31 March 2021
GBP000s GBP000s
----------------- --------- --------------
Rent receivable - 183
VAT receivable - 53
Prepayments 34 28
Total 34 264
------------------- --------- --------------
The carrying values of trade and other receivables are
considered to be approximately equal to their fair value.
Rent receivable is non-interest bearing and typically due within
30 days. At 31 March 2021, the Group had three months of rent
outstanding, but had recognised no expected credit loss provision
in relation to the rent receivable. The rent receivable of
GBP183,000 as at 31 March 2021, was received in full during April
2021.
11. Trade and other payables
31 March 31 March
2022 2021
GBP000s GBP000s
------------------------------ --------- ---------
Investment Advisor fee (note
4 and 17) 17 14
Administration fees (note
4) 37 10
Legal and professional fees - 8
Audit fees 40 40
Director fees payable (note
17) 2 2
Other 158 93
------------------------------- --------- ---------
Total 254 167
------------------------------- --------- ---------
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.
12. Taxation
Year ended 9 months ended
31 March 31 March
2022 2021
GBP000s GBP000s
--------------------------------------- ------ ----------- ---------------
Effect of:
Current tax
Luxembourg (4) (3)
Italy 45 (121)
------------------------------------------------ ----------- ---------------
Total current
tax 41 (124)
Deferred tax `
Italy - (76)
------------------------------------------------ ----------- ---------------
Total deferred
tax - (76)
Tax refund/(charge) during the year/period 41 (200)
------------------------------------------------ ----------- ---------------
The Parent Company is exempt from Guernsey taxation.
Movement in temporary differences
Recognised in profit or Foreign exchange loss on
1 April 2021 loss translation 31 March 2022
GBP000 GBP000 GBP000 GBP000
Deferred tax liabilities 74 - (2) 72
Movement in temporary differences
Recognised in profit or Foreign exchange loss on
1 July 2020 loss translation 31 March 2021
GBP000 GBP000 GBP000 GBP000
Deferred tax liabilities - 76 (2) 74
13. Share capital
Year ended 9 months ended
31 March 2022 31 March 2021
Number of shares Number of shares
----------------------------------------------- ----------------- -----------------
Shares of no par values issued and fully paid
Balance at the start of the year/period 33,740,929 33,740,929
Shares issued - -
Balance at the end of the year/period 33,740,929 33,740,929
----------------- -----------------
Year ended 9 months ended
Total equity 31 March 2022 31 March 2021
GBP000s GBP000s
------------------------------------------------------------------ --------------- ---------------
Balance at the start of the year/period 14,019 12,890
(Loss)/profit for the year/period and other comprehensive income (553) 1,129
Balance at the end of the year/period 13,446 14,019
--------------- ---------------
No shares were issued by the Company during the year (period to
31 March 2021: none).
14. Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 31 March 2022 is based
on the net assets attributable to the ordinary shareholders of
GBP13.466 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.
15. Financial risk management
The Group is exposed to various types of risk which are
associated with financial instruments. The Group's financial
instruments comprise investments, bank deposits, cash, receivables
and payables which arise directly from its operations. The carrying
value of financial assets and liabilities approximates the fair
value. The main risks arising from the Group's financial
instruments are price risk, market risk, credit risk, liquidity
risk, interest risk and foreign currency risk. The Board reviews
and agrees policies for managing its risk exposure. These policies
are summarised below.
Credit risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet a commitment which it has entered into
with the Group. Failure of any relevant counterparty to perform its
obligations in respect of these items may lead to a financial loss.
The Company is exposed to credit risk in respect of cash and cash
equivalents, investments held at fair value through profit or loss
and trade and other receivables. The credit risk associated with
debtors is limited to trade and other receivables. It is the
opinion of the Board of directors that the carrying amounts of
these financial assets represent the maximum credit risk exposure
as at the reporting date.
The Company to date has not invested in the securities of any
non-Group company which is not quoted or does not have a listing.
All transactions in listed securities are settled/paid upon
delivery using approved brokers. The risk of default is considered
minimal, as delivery of securities sold is only made once the
broker has received payment. Payment is made on a purchase once the
securities have been received by the broker. The trade will fail if
either party fails to meet their obligation.
The credit risk on cash and cash equivalent is considered
limited because the counterparties are banks with high
credit-ratings assigned by international credit-ratings
agencies.
As at 31 March 2022 the Group banked with Butterfield Bank
(Guernsey) Limited, which has a Standard & Poor's rating of
BBB+ (31 March 2021: BBB+), CA Indosuez Wealth (Europe), a
subsidiary of Credit Agricole and which has a Standard & Poor's
rating of A+ (31 March 20201: A+) and Banco di Desio e della
Brianza S.p.A with a Fitch rating of BB+ (31 March 2021: BB+).
During the year the subsidiary company, Property Trust
Luxembourg 2 S.à.r.l., opened a current account with Alpha FX Group
plc ("Alpha FX"), an Electronic Money Institution authorised and
regulated by the UK Financial Conduct Authority. Whilst Alpha FX
does not have a credit rating, the underlying funds held in the
subsidiary's current account are held with Citibank International
Limited, Luxembourg Branch, a sub
sidiary of Citigroup Inc, which has a Standard & Poor's
credit rating of BBB+.
Cash and cash equivalents, investments held at fair value
through profit or loss and trade and other receivables presented in
the Consolidated Statement of Financial Position are subject to
credit risk with maturities within one year. The Company's maximum
credit exposure is limited to the carrying amount of financial
assets recognised as at the Consolidated Statement of Financial
Position date.
At the reporting date, the carrying amounts of the financial
assets exposed to risk were as follows:
Within
1-3
one year years Total
As at 31 March 2022 GBP000s GBP000s GBP000s
Cash and cash equivalents 576 - 576
Investments held at fair value
through profit or loss 5,973 - 5,973
Trade and other receivables 34 - 34
Total 6,583 - 6,583
--------------------------------- --------- -------- --------
Within
1-3
one year years Total
As at 31 March 2021 GBP000s GBP000s GBP000s
Cash and cash equivalents 486 - 486
Investments held at fair value
through profit or loss 5,504 - 5,504
Trade and other receivables 264 - 264
Total 6,254 - 6,254
--------------------------------- --------- -------- --------
Liquidity risk
Liquidity risk is the risk that the Group will encounter in
realising assets or otherwise raising funds to meet financial
commitments in a reasonable time frame or at a reasonable
price.
The Group has the majority of its assets invested in investment
property which is relatively illiquid. The Group prepares forecasts
in advance which enables the Group's operating cash flow
requirements to be anticipated and ensures that sufficient
liquidity is available to meet foreseeable needs and to allow any
surplus cash assets to be invested safely and profitably. The Group
also monitors the cash position in all subsidiaries to ensure that
any working capital requirements are addressed as early as
possible. As at 31 March 2022 and 31 March 2021, the Group had no
significant financial liabilities other than short-term
payables.
Interest rate risk
Interest rate risk is the risk that the fair value of future
cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group's interest-bearing
financial assets and liabilities expose it to risks associated with
the effects of fluctuations in the prevailing levels of market
interest rates on its financial position and cash flows. As at the
year end, the Group's overall interest rate risk is monitored on a
quarterly basis by the Board. As the vast majority of the Group's
investments held at fair value through profit or loss are not
interest-bearing and are not directly subject to interest rate
risk, the exposure to interest rate risk is not significant.
Concentration risk
As at 31 March 2022, the Company held one Investment Property
representing 54.42% of NAV (31 March 2021: 58.28%).
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 investment restrictions detailed within
the Investment Objective and Policy Change section below.
Foreign currency risk
The Group is invested in assets denominated in a currency other
than pounds sterling (that is Euros and US Dollars), the Company's
functional and presentation currency, and the Consolidated
Statement of Financial Position may be significantly affected by
movements in the exchange rate of such currencies against pounds
sterling. The following table sets out the total exposure to
foreign currency risk and the net exposure to foreign currency of
the Group's monetary assets and liabilities based on notional
amounts.
Monetary Monetary Net
assets liabilities exposure
GBP000s GBP000s GBP000s
------------- ------ --------- ------------ ---------
At 31 March
2022: Euro 7,757 (363) 7,394
USD 306 - 306
------- ------------ --------- ------------ ---------
At 31 March
2021: Euro 8,672 (399) 8,273
USD - - -
------- ------------ --------- ------------ ---------
Foreign currency risk sensitivity
The following table demonstrates the sensitivity to potential
fluctuations in the Euro exchange rate (ceteris paribus) of the
Group's equity.
Effect
Increase/decrease on equity
in exchange and income
rate GBP000s
------------- ------ ------------------ -----------
At 31 March
2022 Euro +1% 82
Euro -1% (82)
USD +5% 15
USD -5% (15)
--------- ---------- ------------------ -----------
At 31 March
2021 Euro +15% 1,241
Euro -15% (1,241)
--------- ---------- ------------------ -----------
The sensitivity rates of 1% for Euros and 5% for US Dollars as
at 31 March 2022 (31 March 2021: 15% for Euros) are regarded as
reasonable in light of the recent volatility of pounds sterling vs
the Euro and the US Dollar. Any changes in the foreign exchange
rate will directly affect the profit and loss, allocated to the
foreign currency reserve of the Consolidated Statement of Changes
in Equity.
Market risk
Market risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in
market prices. The Group's activities expose it primarily to the
market risks of changes in market prices.
Market price risk
Market price risk arises mainly from the uncertainty about
future prices of the financial instruments held by the Group. It
represents the potential loss the Group may suffer through holding
market positions in the face of price movements.
The Group's investment portfolio is exposed to market price
fluctuations, which are monitored by the Investment Advisor in
pursuance of the investment objectives and policies.
Market price sensitivity analysis
The sensitivity analysis below has been determined based on the
exposure to equities risks at the reporting date. The 20%
reasonably possible price movement for equity-related securities
(31 March 2021: 20%) is based on the Investment Advisor's best
judgement. The sensitivity rate for equity-related investments of
20% is regarded as reasonable, as in the Investment Advisor's view
there is expected to be considerable volatility in equity markets
in the coming year.
A 20% increase in the market prices of equity-related
investments as at 31 March 2022 would have increased the net assets
attributable to shareholders by GBP1,194,615 (31 March 2021:
GBP1,100,682) and a 20% change in the opposite direction would have
decreased the net assets attributable to shareholders by an equal
but opposite amount.
Actual trading results may differ from the above sensitivity
analysis and these differences could be material.
Fair value
Financial assets at fair value through profit or loss are
carried at fair value. Other assets and liabilities are carried at
cost which approximates fair value.
IFRS 7 requires the Company to classify a fair value hierarchy
which reflects the significance of the inputs used in making the
measurements. IFRS 7 establishes a fair value hierarchy which
prioritises the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value
hierarchy under IFRS 7 are 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 the 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 level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined on
the basis of the lowest level input that is significant to the fair
value measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs which require significant adjustment based on
unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors
specific to the asset or liability.
The determination of what constitutes 'observable' requires
significant judgement by the Company. The Company considers
observable data to be market data that is readily available,
regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources which are actively
involved in the relevant market.
Assets classified in Level 1 consist of listed or quoted
equities or equity-related securities, options and bonds which are
issued by corporate issuers, supra-nationals or government
organisations.
Assets classified in Level 2 are investments such as funds
fair-valued using the official NAV of each fund as reported by each
fund's independent administrator at the reporting date. Where these
funds are invested in equity-type products, they are classified as
equity in the table above. Options and foreign exchange forward
contracts are fair valued using publicly available data. Foreign
exchange forward contracts would be shown as derivative financial
assets and liabilities in the above table.
Assets classified in Level 3 consist of investments for which no
market exists for trading, for example investments in liquidating
or illiquid funds, which would be reported using the latest
available official NAV less dividends declared to date of each fund
as reported by each fund's independent administrator at the last
reporting date. Where a market exists for trading in illiquid
funds, these are classified in Level 2.
The Company recognises any transfers between levels of fair
value hierarchy as of the end of the reporting period during which
the transfer has occurred. During the year ended 31 March 2022 and
the nine month period ended 31 March 2021, there were no transfers
between levels of fair value hierarchy.
16. Reserves
(a) Revenue reserves
Revenue reserves arise as a result of the profit or loss created
by the Group.
(b) Distributable reserves
Distributable reserves arose from the cancellation of the share
premium account pursuant to the special resolution passed at the
EGM on 13 April 2005 and approved by the Royal Court of Guernsey on
24 June 2005.
(c) Foreign currency reserves
Foreign currency reserves arise as a result of the translation
of the Financial Statements of foreign operations, the functional
and presentation currency of which is not pounds sterling.
17. 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 . The total
charge to the Consolidated Statement of Comprehensive Income during
the year in respect of Investment Advisor fees to Worsley
Associates was GBP181,628 (nine month period to 31 March 2021:
GBP122,871) of which GBP8,713 (31 March 2021: GBP8,128) remained
payable at the year end.
The fees and expenses payable to the Investment Advisor are
explained in note 4.
Upon appointment of Worsley Associates as Investment Advisor (31
May 2019), Mr Nixon waived his future Director's fee for so long as
he is a member of the Investment Advisor.
As at 31 March 2022, Mr Nixon held 29.88% of the shares in the
Company (31 March 2021: 29.88%).
As at 31 March 2022, 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 year
ended 31 March 2022 amounted to GBP45,994 (nine month period ended
31 March 2021: GBP34,108) in respect of the Group of which
GBP35,000 (31 March 2021: GBP26,250) was in respect of the Company.
Please refer for further details on the Directors' fees.
All the above transactions were undertaken at arm's-length.
18. Commitments and contingent liability
As at 31 March 2022 the Company had no commitments.
Disposal of the Curno property before 1 January 2024 may,
depending on the terms, incur Italian taxes which would be material
in the context of Shareholders' Funds. As at the 31 March 2022 and
up to the date of approval of these financial statements, no
disposal was in discussion. As a result, no provision has been
included in these Financial Statements.
19. Segmental analysis
As at 31 March 2022, 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 year:
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 year, 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
comparable operators.
The accounting policies of the reportable segments are the same
as the Group's accounting policies described in note 3.
(a) Group's reportable segments
Continuing Operations
31 March 2022 Property Group Parent Company Total
GBP000 GBP000 GBP000
External revenue
Gross property income 742 - 742
Property operating expenses (144) - (144)
Unrealised loss on investment property (770) - (770)
Net gain on investments at fair value through profit or loss - 102 102
Other income - 6 6
Lease incentive movement 48 - 48
--------------- --------------- -------
Total segment revenue (124) 108 (16)
Expenses
General and administrative expenses (144) (386) (530)
--------------- --------------- -------
Total operating expenses (144) (386) (530)
(Loss)/profit before tax (268) (278) (546)
Income tax charge 41 - 41
--------------- --------------- -------
(Loss)/profit after tax (227) (278) (505)
(Loss)/profit for the year (227) (278) (505)
--------------- --------------- -------
Total assets 7,746 6,217 13,963
--------------- --------------- -------
Total liabilities 314 183 497
--------------- --------------- -------
(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
31 March 2022 31 March 2022
GBP000 GBP000
-------- -------------------------------- -------------------
Europe 742 8,086
742 8,086
-------------------------------- -------------------
Revenue from External Customers Non-Current Assets
31 March 2021 31 March 2021
GBP000 GBP000
-------- -------------------------------- -------------------
Europe 576 8,170
576 8,170
-------------------------------- -------------------
20. Subsequent events
There were no post year end events which require disclosure in
these Financial Statements.
Portfolio statement (unaudited)
as at 31 March 2022
Fair value % of Group
Currency GBP'000 Net Assets
----------------------------------------- ---------- ----------- ------------
Property
UCI Curno EUR 7,328 54.42%
Less: lease incentive EUR (778) (5.78%)
----------- ------------
Total 6,550 48.64%
----------- ------------
Securities
Smith News Plc GBP 3,404 25.28%
Amedeo Air Four Plus Limited GBP 498 3.70%
Northamber Plc GBP 495 3.67%
Hurricane Energy Plc - 7.5% Convertible
Bond Snr 24/07/22 GBP 300 2.23%
Shepherd Neame Limited GBP 255 1.89%
----------- ------------
Total disclosed securities 4,952 36.77%
Other securities (none greater than
2% of Net Assets) GBP 1,021 7.59%
Total securities 5,973 44.36%
----------- ------------
Total investments 12,523 93.00%
----------- ------------
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
pounds 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 Pré Limited
Rue du Pré 1(st) Floor
St Peter Port Tudor House
Guernsey, GY1 3LL Le Bordage
St Peter Port
Guernsey, GY1 1DB
Registration Number
43007
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR EADXXFEDAEFA
(END) Dow Jones Newswires
July 18, 2022 02:00 ET (06:00 GMT)
Worsley Investors (LSE:WINV)
Historical Stock Chart
From Jan 2025 to Feb 2025
Worsley Investors (LSE:WINV)
Historical Stock Chart
From Feb 2024 to Feb 2025
