REG - 450 PLC - Interim Financial Statements to 31 December 2025
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RNS Number : 9055Y 450 PLC 31 March 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
LEI number: 2138004EUUU11OVHZW75
450 plc
(the "Company")
Interim Financial Statements for the period ended 31 December 2025
The Company announces the publication of its Interim Financial Statements for
the period ended 31 December 2025.
The Interim Financial Statements are also available on the 'Shareholder
Documents' page of the Company's website at www.450plc.com
(https://www.450plc.com/investors/reports-and-presentations/2026/default.aspx)
.
Enquiries:
450 plc
Tel:+44(0)207 004 2700
Waheed Alli
James Corsellis
Zeus Capital Limited (Nominated Adviser)
Tel:+44(0)203 829 5000
Katy Mitchell
Harry Ansell
450 plc
Unaudited Interim Condensed Consolidated Financial Statements
for the six months ended 31 December 2025
MANAGEMENT REPORT
We present to shareholders the unaudited Interim Condensed Consolidated
Financial Statements of 450 Plc (the "Company") for the six months ended 31
December 2025 (the "Interim Financial Statements"), consolidating the results
of the Company and MAC (BVI) Limited (the "Subsidiary") (collectively, the
"Group"). The Company is listed on the alternative investment market of the
London Stock Exchange ("AIM").
Strategy and Activity
The Company's adopted investing policy is to focus on building a market leader
in the traditional and digital creative industries, capitalising on the
ongoing transformation of the content, media and technology sectors as well as
considering opportunities in e-commerce and retail. The investment policy is
included in full on the Company's website at www.450plc.com
(http://www.450plc.com) .
On 7 October 2025, the Company announced that it had signed a non-binding
Heads of Terms for the potential acquisition of the entire issued and to be
issued share capital of Silvercloud Holdings Limited ("Silvercloud") (the
"Potential Transaction"), which owns a majority interest in Le Chameau
Holdings Limited, the premium heritage footwear brand, established in 1927,
specialising in the production of handmade rubber boots. This remains subject
to a number of factors, including shareholder approval, due diligence and
entering into a final binding agreement. As at the date of this report, the
Company remains in discussions with Silvercloud in relation to the Potential
Transaction, and the Board of Directors (the "Board") will update shareholders
in due course. Under Rule 14 of the AIM Rules for Companies ("AIM Rules") the
Potential Transaction would constitute a reverse takeover. As such, the
ordinary shares of the Company were suspended from trading on 7 October 2025
until such time as either an admission document is published or an
announcement is released confirming that the Potential Transaction is not
proceeding.
Silvercloud is defined as a Related Party under the AIM Rules as it is wholly
owned by Marwyn Value Investors LP ("MVI LP"). MVI LP, and the underlying
funds into which it invests are managed by Marwyn Investment Management LLP
("MIM LLP") (together the "Marwyn Funds"), are a substantial shareholder of
the Company. Certain of the partners of MIM LLP are also directors of the
Company and Silvercloud. Should the Potential Transaction proceed, it will
need to comply with the additional information requirements of Rule 13 of the
AIM Rules relating to Related Party Transactions.
Shareholders should be aware that there is a risk that admission of the
Company's shares could be cancelled if they have been suspended from trading
on AIM for six months.
The Directors anticipate making an update on next steps for the Potential
Transaction shortly.
As detailed in the Group's Annual Report and Audited Consolidated Financial
Statements for the year ended 30 June 2025 ("2025 Annual Report"), on 22
August 2025, Andrew Lindsay resigned from his position as Chair for personal
reasons, with Waheed Alli resuming his role as Chair from that date.
Results
The Group's loss after taxation for the period to 31 December 2025 was
£336,492 (31 December 2024: loss of £314,835). The Group held a cash balance
at the period end of £2,659,711 (30 June 2025: £3,089,976). The Group has
not yet acquired an operating business and as such is not yet income
generating.
Dividend Policy
The Company has not yet acquired a trading operation and it is therefore
inappropriate to make a forecast of the likelihood of any future dividends.
The Directors intend to determine the Company's dividend policy following
completion of a platform acquisition (an "Initial Acquisition") and, in any
event, will only commence the payment of dividends when it becomes
commercially prudent to do so.
Directors
The Directors of the Company have served as directors during the period and
until the date of this report as set out below:
Waheed Alli (Chair effective 22 August 2025, previously Waheed held the role
of Deputy Chair);
James Corsellis (Director);
Sanjeev Gandhi (Independent Non-Executive Director);
Tom Basset (Non-Executive Director); and
Andrew Lindsay (resigned as Chair of the Company on 22 August 2025).
Corporate Governance
In line with the London Stock Exchange's AIM Rules requiring all AIM-quoted
companies to adopt a recognised corporate governance code, explain how the
Company complies with that code's requirements and identify and explain areas
of non-compliance, the Board has adopted the Quoted Companies Alliance
Corporate Governance Code (the "QCA Code").
The Company is led by its Chair Waheed Alli, Director James Corsellis,
Independent Non-Executive Director Sanjeev Gandhi and Non-Executive Director
Tom Basset, who are highly experienced and knowledgeable and are considered to
be best placed to lead the Company at this particular time as the Company its
stated strategy. The Company's Chair has responsibility for leading the Board
effectively and overseeing the Company's corporate governance model.
There are no changes to the Corporate Governance Report presented in the 2025
Annual Report. The Corporate Governance Report is available on the Company's
website. Additional information in respect of the Company's compliance with
the QCA Code can also be found on the Company's website.
Based on the current composition of the Board and the nature of the Company's
ongoing activities, the Board has implemented simplified corporate governance
arrangements to best meet the needs of the business at this time. The Company
intends to re-evaluate its corporate governance code framework in conjunction
with the completion of an Initial Acquisition.
Risks
The Directors have carried out a robust assessment of the principal risks
facing the Group including those that would threaten its business model,
future performance, solvency or liquidity. There have been no significant
changes to the principal risks described in the 2025 Annual Report, which is
available on the Company's website. The Directors are of the opinion that the
risks detailed therein are applicable to the six-month period to 31 December
2025, as well as the remaining six months of the current financial year.
Outlook
The Company's Board continue to assess the Potential Transaction with
Silvercloud. The Potential Transaction may provide the Company with an
opportunity within a sector where the Directors have extensive experience, to
deliver growth and significant shareholder value. The Company will update
shareholders in respect of their ongoing discussions in due course.
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge:
(a) these Interim Financial Statements, which have been prepared
in accordance with IAS 34 "Interim Financial Reporting" as adopted by the
European Union, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
(b) these Interim Financial Statements comply with the requirements
of Rule 18 of the AIM Rules and Article 106 of the Companies (Jersey) Law
1991.
Neither the Company nor the Directors accept any liability to any person in
relation to the Interim Financial Statements except to the extent that such
liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company
website at www.450plc.com (http://www.450plc.com) .
Waheed Alli
Chair
31 March 2026
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
31 December 31 December
2025 2024
Notes Unaudited Unaudited
£'s £'s
Administrative expenses 7 (393,023) (374,216)
Total operating loss (393,023) (374,216)
Finance income 5 56,531 59,381
Income tax 8 - -
Loss for the period (336,492) (314,835)
Total other comprehensive income - -
Total comprehensive loss for the period (336,492) (314,835)
Loss per Ordinary Share
Basic and diluted (pence) 9 (0.0502) (0.0469)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 2025 30 June 2025
Notes Unaudited Audited
£'s £'s
Assets
Current assets
Other receivables 11 38,143 54,642
Cash and cash equivalents 12 2,659,711 3,089,976
Total current assets 2,697,854 3,144,618
Total assets 2,697,854 3,144,618
Equity and liabilities
Equity
Stated capital 14 30,791,767 30,791,767
Share-based payment reserve 15, 17 112,163 115,391
Accumulated losses 15 (28,332,505) (27,996,013)
Total equity 2,571,425 2,911,145
Current liabilities
Trade and other payables 13 126,429 233,473
Total liabilities 126,429 233,473
Total equity and liabilities 2,697,854 3,144,618
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
The Interim Financial Statements were approved by the Board of Directors on 31
March 2026 and were signed on its behalf by:
Waheed Alli James Corsellis
Chair Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Stated capital Share-based payment reserve Accumulated Total equity
losses
Notes £'s £'s £'s £'s
Balance as at 1 July 2024 30,791,767 93,027 (27,284,772) 3,600,022
Share-based payment charge 7, 17 - 6,372 - 6,372
Loss and total comprehensive loss for the period - - (314,835) (314,835)
Balance as at 31 December 2024 30,791,767 99,399 (27,599,607) 3,291,559
Stated capital Accumulated Total equity
losses
Share-based payment reserve
Notes £'s £'s £'s £'s
Balance as at 1 July 2025 30,791,767 115,391 (27,996,013) 2,911,145
Share-based payment charge 7, 17 - (3,228) - (3,228)
Loss and total comprehensive loss for the period - - (336,492) (336,492)
Balance as at 31 December 2025 30,791,767 112,163 (28,332,505) 2,571,425
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
31 December 31 December
2025 2024
Notes Unaudited Unaudited
£'s £'s
Operating activities
Loss for the period (336,492) (314,835)
Adjustments to reconcile total operating loss to net cash flows:
Deduct finance income (56,531) (59,381)
(Deduct)/add back share-based payment (credit)/expense 7, 17 (3,228) 6,372
Working capital adjustments:
Decrease/(increase) in receivables and prepayments 11 16,499 (8,938)
(Decrease)/increase in trade and other payables 13 (107,044) 6,738
Net cash flows used in operating activities (486,796) (370,044)
Investing activities
Interest received 56,531 59,381
Net cash flows from investing activities 56,531 59,381
Net decrease in cash and cash equivalents (430,265) (310,663)
Cash and cash equivalents at the beginning of the period 3,089,976 3,682,903
Cash and cash equivalents at the end of the period 12 2,659,711 3,372,240
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
450 Plc is an "investing company" for the purposes of the AIM Rules, is
incorporated in Jersey as a public company (company number 123424) and
domiciled in the United Kingdom with its registered office at 47 Esplanade,
St Helier, Jersey, JE1 0BD and its UK establishment (BR019423) address at 11
Buckingham Street, London, WC2N 6DF. The Company has had one wholly owned
subsidiary during the period, MAC (BVI) Limited, (together with the Company is
collectively the "Group"). The activity of the Company is the acquisition and
subsequent development of assets engaged in the media, retail, entertainment
and technology sectors.
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Interim Financial Statements have been prepared in accordance with IAS 34
Interim Financial Reporting and are presented on a condensed basis. The
Interim Financial Statements do not constitute statutory accounts within the
meaning of Article 105 of the Companies (Jersey) Law 1991.
The Interim Financial Statements do not include all the information and
disclosures required in the Group's Audited Annual Report and Consolidated
Financial Statements and should be read in conjunction with the 2025 Annual
Report, which is available on the Company's website, www.450plc.com
(http://www.450plc.com) . Accounting policies applicable to these Interim
Financial Statements are consistent with those applied in the 2025 Annual
Report.
(b) Going concern
The Interim Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due for 12 months from the date of approval. The Directors have
considered the financial position of the Group and reviewed forecasts and
budgets for a period of at least 12 months following the approval of these
Interim Financial Statements.
At 31 December 2025, the Group has net assets of £2,571,425 at 31 December
2025 (30 June 2025: £2,911,145), which includes a cash balance of £2,659,711
(30 June 2025: £3,089,976). The Company has sufficient resources to continue
to pursue its investment strategy.
The Directors are comfortable that the Company has significant and sufficient
cash reserves to pursue its investment strategy and have concluded that it
remains appropriate to use the going concern basis of accounting for the
Interim Financial Statements. Subject to the structure of an Initial
Acquisition, the Company may need to raise additional funds for an Initial
Acquisition in the form of equity and/or debt.
(c) New standards and amendments to International Financial Reporting
Standards
The International Financial Reporting Standards ("IFRS") applicable to the
Interim Financial Statements of the Group for the six month period to 31
December 2025 have been applied.
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
expected that these standards will have a material impact on the Group. The
Company notes that whilst the revisions set out in IFRS 18 are not assessed as
impacting the reported results or financial position of the Company, the
layout and line items within the primary statements may vary when the IFRS
becomes effective. This is a presentation matter only and does not affect
recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*;
IFRS 18 - Presentation and Disclosure of Financial Statements*; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures. 1 January 2027
*Subject to endorsement by the
EU
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's Interim Financial Statements under IFRS
requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Significant judgements
For both the six month period ended 31 December 2025 and the comparative
period ended 31 December 2024, the Directors do not consider that they have
made any significant judgements which would materially affect the balances and
results reported in these Interim Financial Statements.
Significant estimates
There are significant estimates and assumptions used in the valuation of the
redeemable A ordinary shares ("Incentive Shares") issued by the Subsidiary.
Management has considered at the grant date, being the date that such shares
are issued (the "Grant Date"), the probability of a successful Initial
Acquisition by the Group and the potential range of value for the Incentive
Shares, based on the circumstances on the Grant Date. The fair value of the
Incentive Shares and related share-based payment expense was calculated using
a Monte Carlo valuation model. Further details of the Incentive Shares held
during the year is disclosed in Note 17 of these Interim Financial Statements.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the
Group has not yet acquired an operating business, the Board of Directors
considers the Group as a whole for the purposes of assessing performance and
allocating resources, and therefore the Group has one reportable operating
segment.
5. FINANCE INCOME
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Interest on bank deposits 56,531 59,381
56,531 59,381
6. EMPLOYEES AND DIRECTORS
Employment cost for the Group during the period:
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Director fees 38,974 30,205
Secondment costs - 3,773
Social security costs 4,063 2,822
Payroll fees 462 636
43,499 37,436
The Board considers the Directors of the Company to be the key management
personnel of the Group.
During the six months ended 31 December 2025, the Group had five (31 December
2024: four) serving Directors: Waheed Alli, James Corsellis, Tom Basset and
Sanjeev Gandhi. Andrew Lindsay was also a director for part of the period,
being appointed on 1 February 2025 and resigning on 22 August 2025. His
resignation was effective immediately, and he received no payment in lieu of
notice. Other than the Directors set out above, the Company had no employees
at the period end (31 December 2024: no employees).
James Corsellis, Sanjeev Gandhi, and Andrew Lindsay were the only Directors to
receive remuneration under the terms of their Director service agreements
during the period. James Corsellis received £5,641 in respect of Director
fees for the period end ended 31 December 2025 (31 December 2024: £5,205).
Sanjeev Gandhi received £25,000 in respect of Director fees for the period
end ended 31 December 2025 (31 December 2024: £25,000). Andrew Lindsay
received £8,333 in respect of Director fees for the period ended 31 December
2025 (31 December 2024: £Nil).
Waheed Alli does not receive a fee for his directorship, however, under the
terms of his appointment letter if an Initial Acquisition is completed during
his appointment, Waheed Alli is entitled to the payment of a one-off
transaction fee of an amount equal to £25,000 per calendar month elapsed
between the date of his appointment and an Initial Acquisition being
completed. This is disclosed in further detail in Note 19.
James Corsellis, Tom Basset and Waheed Alli have a beneficial interest in the
Incentive Shares issued by the Subsidiary, further detail is disclosed in Note
17. Andrew Lindsay held a beneficial interest in the Incentive Shares issued
by the Subsidiary until his resignation, he transferred all of his the
Incentive Shares back to the Company at a price of £0.01 per share on
resignation, as detailed in Note 17.
7. ADMINISTRATIVE EXPENSES
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Group expenses by nature
Director and employee costs 43,499 37,436
Share-based payment (credit)/expense (Note 17) (3,228) 6,372
Professional support 342,094 321,195
Other expenses 10,658 9,213
393,023 374,216
8. TAXATION
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Analysis of tax in period
Current tax on loss for the period - -
Total current tax - -
Reconciliation of effective rate and tax charge:
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Loss on ordinary activities before tax (336,492) (314,835)
Expenses not deductible for tax purposes 17,772 7,306
Loss on ordinary activities subject to corporation tax (318,720) (307,529)
Loss on ordinary activities multiplied by the rate of
corporation tax in the UK of 25% (2024: 25%) (79,680) (76,882)
Effects of:
Losses carried forward for which no deferred tax asset recognised 79,680 76,882
Total taxation charge - -
The Group is tax resident in the UK. As at 31 December 2025, cumulative tax
losses available to carry forward against future trading profits were
£25,674,395 (31 December 2024: £24,976,278) subject to agreement with HM
Revenue & Customs. Prior to an Initial Acquisition, there is no certainty
as to future profits and no deferred tax asset is recognised in relation to
these carried forward losses.
Pillar Two Tax reform has been considered but the Group is not of a sufficient
size to be included.
9. LOSS PER ORDINARY SHARE
Basic Earnings per share ("EPS") is calculated by dividing the profit
attributable to equity holders of a company by the weighted average number of
Ordinary Shares in issue during the period. Diluted EPS is calculated by
adjusting the weighted average number of Ordinary Shares outstanding to assume
conversion of all dilutive potential Ordinary Shares.
Refer to Note 17 for instruments that could potentially dilute EPS in the
future.
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
Loss attributable to owners of the parent (£'s) (336,492) (314,835)
Weighted average number of Ordinary Shares in issue 670,833,336 670,833,336
Weighted average number of Ordinary Shares for diluted EPS 670,833,336 670,833,336
Basic and diluted loss per Ordinary Share (pence) (0.0502) (0.0469)
10. INVESTMENTS
Principal subsidiary undertaking
The Company is the parent of the Group, the Group comprises of the Company and
the following Subsidiary as at 31 December 2025:
Subsidiary Nature of business Country of incorporation Proportion of ordinary shares held by parent
MAC (BVI) Limited Incentive vehicle British Virgin Islands 100%
There are no restrictions on the Company's ability to access or use the assets
and settle the liabilities of the Subsidiary.
The registered office of the Subsidiary is Commerce House, Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands, VG1110 with its UK establishment
address at 11 Buckingham Street, London, WC2N 6DF.
11. OTHER RECEIVABLES
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Amounts receivable in one year:
Prepayments 16,631 17,699
VAT receivable 21,512 36,943
38,143 54,642
There is no material difference between the book value and the fair value of
the receivables. Receivables are considered to be past due once they have
passed their contracted due date.
12. CASH AND CASH EQUIVALENTS
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Cash and cash equivalents
Cash at bank 2,659,711 3,089,976
2,659,711 3,089,976
Credit risk is managed on a group basis. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with a minimum
short-term credit rating of P-1, as issued by Moody's, are accepted.
13. TRADE PAYABLES
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Amounts falling due within one year:
Trade payables 18,049 20,806
Accruals 35,375 46,760
Due to related party (Note 18) 50,569 140,784
Incentive Share liability (Note 17) 21,000 21,000
Other creditors 1,436 4,123
126,429 233,473
There is no material difference between the book value and the fair value of
the trade and other payables.
14. STATED CAPITAL
As at As at
31 December 2025
30 June
2025
Unaudited Audited
Authorised
Unlimited Ordinary Shares of no par value - -
Issued
Ordinary Shares of no par value 670,833,336 670,833,336
Stated capital (£) 30,791,767 30,791,767
The holders of ordinary shares issued by the Company ("Ordinary Shares") are
entitled to receive dividends as declared and are entitled to one vote per
share at meetings of the Company.
No shares were issued in the year ended 30 June 2025, or during the six month
period ended 31 December 2025.
15. RESERVES
The following describes the nature and purpose of each reserve within
shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share-based payment reserve
The share-based payment reserve is the cumulative amount recognised in
relation to the equity-settled share-based payment scheme as further described
in Note 17.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments as at 31
December 2025:
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 12) 2,659,711 3,089,976
2,659,711 3,089,976
Financial liabilities measured at amortised cost
Trade payables (Note 13) 18,049 20,806
Accruals (Note 13) 35,375 46,760
Due to related parties (Note 18) 50,569 140,784
Incentive Share liability (Note 17) 21,000 21,000
Other creditors (Note 13) 1,436 4,123
126,429 233,473
The fair value and book value of the financial assets and liabilities are
materially equivalent.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies and procedures
approved and monitored by the Board. These are focussed on maximising the
interest earned by the Group on its cash deposits (refer Note 12) through
effective management of the amount available to be placed on deposit being
cognisant of the ongoing working capital requirements of the Company. Any
movement in interest rates will not have a significant effect on the Company
or its ability to continue to pursue its stated strategy and such movements
are therefore not considered to be a material risk to the Company.
17. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
On 3 November 2022, the Company incorporated the Subsidiary, whose purpose is
to provide the Long Term Incentive Plan ("LTIP"), to ensure alignment between
shareholders and those responsible for delivering the Company's strategy and
attract and retain the best executive management talent.
The LTIP will only reward the participants if shareholder value is created.
This ensures alignment of the interests of management directly with those of
shareholders. Under the LTIP, Incentive Shares are issued by the Subsidiary.
Waheed Alli and Marwyn Long Term Incentive LP ("MLTI") (in which James
Corsellis and Tom Basset are beneficially interested) have acquired Incentive
Shares in accordance with the Group's LTIP.
As part of Andrew Lindsay's appointment, he subscribed for 4,000 Incentive
Shares in accordance with the Group's LTIP. On his resignation, Andrew's
shares were transferred to the Company for an aggregate price of £0.01 and
subsequently cancelled by the Subsidiary.
From the date of Andrew Lindsay's resignation, and at the date of this report,
Waheed Alli and MLTI are the only participants in the LTIP, but it is the
expectation that participants in the LTIP will ultimately include any further
members of the Company's management team as well as senior executives of the
acquired businesses or companies as part of their respective executive
compensation schemes.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return of at least 7.5 per cent. per annum on a compounded basis
on the basis of a starting net asset value of £4,800,905, being the audited
net asset value of the Company as at 30 June 2022 (the "Starting NAV"),
through to the date of exercise (with dividends and returns of capital being
treated as a reduction in the amount invested at the relevant time) (the
"Preferred Return").
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for
Ordinary Shares for an aggregate value equivalent to a maximum of 20 per cent.
of the "Growth", where Growth means the excess of the total equity value of
the Company and other shareholder returns over and above the Starting NAV (20
per cent. of the Growth being the "Incentive Value"). The Incentive Value
will be shared between holders of the Incentive Shares pro rata to their
holdings.
Save where vesting is as a result of an in-specie distribution, or as a result
of aggregate cash dividends and cash capital returns to the shareholders being
greater than or equal to aggregate subscription proceeds received by the
Company, the total equity value of the Company is based on the live takeover
offer, sale price or merger value, or, absent such an exit event, the market
value of the Company based on the preceding 30 day volume weighted average
price of the Ordinary Shares (excluding any trades made by persons discharging
managerial responsibility or persons closely associated with them). Where
vesting is because of an in-specie distribution or as a result of aggregate
cash dividends and cash capital returns to the shareholders being greater than
or equal to aggregate subscription proceeds received by the Company, the total
equity value of the Company is based on the post-distribution market value.
Shareholder returns take account of prior dividends and other capital returns
to shareholders.
The value of the Incentive Shares is reduced to the extent that their value
would otherwise prevent shareholders from achieving the Preferred Return.
Grant Date
The Grant Date of the Incentive Shares is the date that such shares are
issued.
Redemption/exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares, which will be dilutive
to the interests of the holders of Ordinary Shares. However, if the Company
has sufficient cash resources and the Company so determines, the Incentive
Shares may instead be redeemed for cash. It is currently expected that in the
ordinary course Incentive Shares will be exchanged for Ordinary Shares.
However, the Company retains the right to redeem the Incentive Shares for cash
instead. Circumstances where the Company may exercise this right include, but
are not limited to, where the Company is not authorised to issue additional
Ordinary Shares or on the winding-up or takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive Shares prior to
other holders is entitled to their proportion of the Incentive Value to the
date that they exercise but no more. Their proportion is determined by the
number of Incentive Shares they hold relative to the total number of issued
shares of the same class.
Vesting Conditions and Vesting Period
The Incentive Shares are subject to certain vesting conditions, at least one
of which must be (and continue to be) satisfied in order for a holder of
Incentive Shares to exercise its redemption right.
The vesting conditions are as follows:
i. it is later than the third anniversary of an
Initial Acquisition;
ii. a sale of all or substantially all of the revenue
or net assets of the business of the Subsidiary in combination with the
distribution of the net proceeds of that sale to the Company and then to its
shareholders;
iii. a sale of all of the issued ordinary shares of the
Subsidiary or a merger of the Subsidiary in combination with the distribution
of the net proceeds of that sale or merger to the Company's shareholders;
iv. where by corporate action or otherwise, the Company
effects an in-specie distribution of all or substantially all of the assets of
the Group to the Company's shareholders;
v. aggregate cash dividends and cash capital returns
to the Company's shareholders are greater than or equal to aggregate
subscription proceeds received by the Company;
vi. a winding-up of the Company;
vii. a winding-up of the Subsidiary; or
viii. a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to (viii) above
are satisfied before the third anniversary of an Initial Acquisition, the
Incentive Shares will be treated as having vested in full.
Compulsory redemption
If the Preferred Return is not satisfied on the seventh anniversary of the
date of an Initial Acquisition, the Incentive Shares must be sold to the
Company or, at its election, redeemed by the Subsidiary, in both cases at a
price per Incentive Share equal to £0.01, unless and to the extent that the
Company's Nomination and Remuneration Committee determines otherwise.
Leaver, lock-in and clawback provisions
In addition to the vesting conditions above, it is expected that a lock-in
period, leaver provisions, and malus and clawback provisions, in relation to
the Incentive Shares may be set out in acquisition agreements which management
participants in the LTIP will be asked to enter into to acquire their shares.
Terms attached to the shares held by Waheed Alli
Waheed Alli has agreed that his Incentive Shares will vest on a straight line
basis over 3 years from the date of an Initial Acquisition, save on an exit
event when the Incentive Shares will vest in full (subject to the wider
vesting conditions that apply to all of the Incentive Shares). If he is deemed
a "Good Leaver" (being any reason other than a bad leaver circumstance), he
will keep his vested Incentive Shares, but otherwise (including if there has
been no Initial Acquisition) he will forfeit all of his Incentive Shares upon
his departure from the Group.
Either the Ordinary Shares received upon exercise of the Incentive Shares
and/or the remaining Incentive Shares held may be clawed back if he commits:
(i) gross misconduct; (ii) fraud (iii) a criminal act, or (iv) a material
breach of any post termination covenants or restrictions in his contract with
the Company (if applicable), in each case as determined by the Board in its
absolute discretion (acting reasonably and in good faith); or if the Company
materially restates the audited consolidated accounts of the Group (excluding
for any reason of change in accounting practice or accounting standards) and
the Nomination & Remuneration Committee of the Company (acting in good
faith) concludes that, had such audited consolidated accounts been correct at
the time of exchange of such Incentive Shares, he would not have received the
full payment which he was owed (or the full number of Ordinary Shares he was
issued). In such circumstances, it is also possible for the Nomination &
Remuneration Committee to require him to pay to the Company or the Subsidiary
an amount equal to any cash received by him in exchange for some or all of his
Incentive Shares together with the net proceeds of the sale of any securities
received by him (i.e. through a distribution in specie) less any tax paid or
payable.
Waheed Alli has agreed that if he exchanges some or all of his Incentive
Shares for an allotment of Ordinary Shares, he shall not be permitted to enter
into any agreement to give effect to any transfer of the Ordinary Shares so
allotted at any time during the period of 12 months and one day following the
date of such allotment save in certain limited circumstances.
As there are conditions whereby the unvested portion of the Incentive Shares
issued to Waheed Alli can be redeemed or acquired at the lower of the (i) the
subscription price or (ii) the market value for such Incentive Shares, the
amount received on the issue of his Incentive Shares of £21,000 is recognised
as a liability in the Interim Financial Statements.
Terms applying to the other Incentive Shares issued
There are no service conditions attached to the MLTI shares and as result the
fair value at Grant Date, net of the amount paid by MLTI for the unrestricted
market value, which totals £51,000, was expensed to the Consolidated
Statement of Comprehensive Income on issue.
Andrew Lindsay subscribed on the same basis as set out above for Waheed Alli.
Accordingly, on the date of his resignation he was classified as a Good
Leaver. As no Initial Acquisition had been completed, none of his Incentive
Shares had vested and therefore Andrew transferred his 4,000 Incentive Shares
in the capital of the Subsidiary to the Company for an aggregate price of
£0.01, which were subsequently cancelled by the Subsidiary.
Holding of Incentive Shares
From the date of Andrew Lindsay's resignation, and at the date of this report,
MLTI and Waheed Alli hold Incentive Shares entitling them to aggregate to 100
per cent. of the Incentive Value. Any future management partners or senior
executive management team members receiving Incentive Shares will be dilutive
to the interests of existing holders of Incentive Shares, however the share of
the Growth of the Incentive Shares in aggregate will not increase.
The following shares were in issue as at 31 December 2025:
Date of issue Holder Nominal Price Issue price per Incentive Share Number of Incentive Shares Unrestricted market value at Grant Date (price paid) IFRS 2 Fair value
£'s £'s £'s
6 November 2022 Waheed Alli £0.01 10.50 2,000 21,000 72,000
6 November 2022 MLTI £0.01 10.50 2,000 21,000 72,000
22 January 2025 Waheed Alli £0.01 0.01 2,000 21,000 Nil
Waheed Alli subscribed for an additional 2,000 Incentive Shares on 22 January
2025 at the date that Andrew Lindsay's Incentive Shares were issued. No
incremental fair value arose from this reallocation of incentive interests, as
this further share issuance reduced his overall share in the incentive scheme.
Accordingly, no IFRS 2 charge has been recognised in respect of this issue.
Waheed Alli has a resulting holding of 4,000 Incentive shares as at 31
December 2025.
Valuations of the Incentive Shares were prepared by Deloitte LLP to determine
the fair value of the Incentive Shares in accordance with IFRS 2 at the
respective Grant Dates.
There are significant estimates and assumptions used in the valuation of the
Incentive Shares. Management has considered at the Grant Date, the probability
of a successful Initial Acquisition by the Company and the potential range of
value for the Incentive Shares, based on the circumstances on the Grant Date.
The fair value of the Incentive Shares granted on the 4 November 2022 under
the LTIP was calculated using a Monte Carlo model. The fair value uses an
ungeared volatility of 25 per cent, and an expected term of seven years. The
Incentive Shares are subject to the Preferred Return being achieved, which is
a market performance condition, and as such has been taken into consideration
in determining their fair value. A risk-free rate of 4.1 per cent. has been
applied. The model incorporates a range of probabilities for the likelihood of
an Initial Acquisition being made of a given size.
The fair value of the Incentive Shares granted on 22 January 2025 under the
LTIP was calculated using a Monte Carlo model. The fair value uses an ungeared
volatility of 35 per cent, and an expected term of five years. The Incentive
Shares are subject to the Preferred Return being achieved, which is a market
performance condition, and as such has been taken into consideration in
determining their fair value. A risk-free rate of 4.16 per cent. has been
applied. The model incorporates a range of probabilities for the likelihood of
an Initial Acquisition being made of a given size.
Expense related to Incentive Shares
There is a service condition associated with the Incentive Shares issued to
Waheed Alli, which also applied to Andrew Lindsay during the term of his
appointment, which requires the fair value charge associated with his
Incentive Shares to be allocated over the minimum vesting period. This vesting
period was estimated to be 4 years and 5 years from the Grant Date for Waheed
and Andrew respectively. Accordingly, for the period to 31 December 2025, an
amount of £9,461 (31 December 2024: £6,372) was expensed to the Consolidated
Statement of Comprehensive Income.
Under the terms of Andrew subscription letter, the Incentive Shares that he
subscribed for would be transferred to the Company at an aggregate price of
£0.01 should Andrew resign. As Andrew resigned on 22 August 2025, the
transfer of his Incentive Shares back to the Company was approved at that
date. Andrew's Incentive Shares were subsequently transferred back to the
Subsidiary and cancelled. Under the terms of Andrew's agreement, no vesting
conditions had been met at the time of transfer of his Incentive Shares, and
as such on forfeiture all previously recognised share-based payment charge was
reversed through the current period's Consolidated Statement of Comprehensive
Income. At the time of Andrew's resignation the total charge reversed was
£12,689 (31 December 2024: £Nil).
18. RELATED PARTIES
The AIM Rules define a related party as any (i) director of the Company or its
Subsidiary, (ii) a substantial shareholder, being any shareholder holding at
least 10 per cent. of a share class or (iii) an associate of those parties
identified in (i) or (ii).
James Corsellis, and Tom Basset have served as Directors of the Company during
the period. James Corsellis is the Chief Investment Officer of MIM LLP and Tom
Basset is a partner of MIM LLP. MIM LLP is the manager of the Marwyn Fund, the
Marwyn Fund holds 95.36% of the Company's issued Ordinary Shares.
James Corsellis and Tom Basset have an indirect beneficial interest in the
Incentive Shares issued by the Subsidiary which were issued in the year ended
30 June 2023 to MLTI and are disclosed in Note 17 of these Interim Financial
Statements.
Waheed Alli has a direct interest in the Incentive Shares issued by the
Subsidiary, as disclosed in Note 17. Details of Andrew Lindsay's interest held
during the term of his appointment are also disclosed in Note 17.
James Corsellis is also the managing partner of Marwyn Capital LLP (''MC
LLP''), and Tom Basset is a partner in MC LLP, which provides corporate
finance and managed services support to the Group. During the period, MC LLP
charged £212,222 (31 December 2024: £210,564), exclusive of VAT, in respect
of managed services and corporate finance costs, £7,373 for recharged
expenses (31 December 2024: £1,639), and £5,641 (31 December 2024: £5,205)
for Directors' fees for James Corsellis. MC LLP was owed an amount of £50,569
at the balance sheet date (30 June 2025: £140,784).
Tom Basset, James Corsellis, and Waheed Alli are also Directors of
Silvercloud, which entered into an agreement for the secondment of a staff
member to the Company, the agreement for the secondment of a staff member
ceased in August 2024. During the period Silvercloud charged £Nil (31
December 2024: £3,971) in respect of services supplied. Silvercloud was owed
an amount of £Nil (30 June 2025: £Nil) at the balance sheet date.
19. COMMITMENTS AND CONTINGENT LIABILITIES
Under the terms of Waheed's service agreement, Waheed does not receive a
Director fee for his role as Chair, however, if an Initial Acquisition is
completed during his appointment, Waheed Alli is entitled to the payment of a
one-off transaction fee of an amount equal to £25,000 for each calendar month
elapsed between the date of his appointment and an Initial Acquisition being
completed (the "Transaction Fee"). If no Initial Acquisition is completed
during Waheed Alli's term of appointment, then no Transaction Fee will be
payable. The Transaction Fee is calculated by taking £25,000 multiplied by
the number of whole calendar months which have elapsed since his appointment
on 6 November 2022.
20. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require
disclosure or adjustment to these Interim Financial Statements.
ADVISERS
Nominated Adviser and Broker Corporate Services and Advisory
Zeus Capital Limited Marwyn Capital LLP
11 Buckingham Street
125 Old Broad Street
London, WC2N 6DF
London, EC2N 1AR
Registrar Company Secretary
MUFG Corporate Markets (Guernsey) Limited Gen II Corporate Services (Jersey) Limited
Mont Crevelt House
47 Esplanade
Bulwer Avenue, St. Sampson
St Helier, Jersey, JE1 0BD
Guernsey, GY2 4LH
Independent Auditor Solicitors to the Company
Baker Tilly Channel Islands Limited Travers Smith LLP
2(nd) Floor, Lime Grove House
10 Snow Hill
Green Street
London, EC1A 2AL
St Helier
Jersey, JE2 4UB
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