REG - abrdn Diversfd. I&G - Half-year Financial Report
19/12/2025 12:15
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RNS Number : 3195M abrdn Diversified Income and Growth 19 December 2025
abrdn Diversified Income and Growth plc
LEI - 2138003QINEGCHYGW702
Half Yearly Report for six months ended 30 September 2025
abrdndiversified.co.uk
Investment Objective
The Company's investment objective is to conduct an orderly realisation of its assets in a manner that seeks to optimise the value of the Company's investments whilst progressively returning cash to shareholders in a timely manner.
Financial Highlights
Financial Highlights
30 September 2025 30 September 2024 % change
Total shareholders' funds (Net Assets)(A) £151,714,000 £203,306,000 -25.4
Ordinary share price (mid market) 46.00p 44.50p +3.4
Net asset value per Ordinary share 50.36p 67.48p -25.4
(A) Decrease year-on-year reflects the write down in investment holdings'
values relating to the managed wind-down process.
Chairman's Statement
Managed Wind-Down update
Over the six months ended 30 September 2025, the Company's net asset value
("NAV") per share total return (including dividends) was -26.4%, an
alternative performance measure, with a share price total return of
-4.4%. As discussed in the previous Half-Yearly Report for the six months
ended 31 March 2025 (which is available from the Company's website,
https://www.aberdeeninvestments.com/en-gb/adig) the Company has appointed
Campbell Lutyens & Co Ltd to market test the Company's remaining private
market assets (the "Secondary Sales Process"). The Board commenced the
Secondary Sales Process in order to explore opportunities to optimise the
value of investments whilst seeking a progressive return of cash to
shareholders in a more timely manner, in accordance with the Company's
investment objective which was approved by shareholders in February 2024. I
can confirm that the Company continues to make good progress with the
Secondary Sales Process.
After this market testing the Board announced, on 1 October 2025, that the
Company had either received binding offers for, or was in advanced discussions
regarding, the entirety of its private markets' portfolio. This comprehensive
process involved engaging with over 85 credible secondary market participants
and resulted in more than 25 realistic non-binding offers being received (with
each covering single or sub-portfolios of funds within the Company's
underlying investment portfolio).
The Board, together with its advisers, assessed various overlapping proposals
and negotiated the scope of the best offers seeking expedited sales to allow a
timely return of capital. The pricing of the indicative offers was at a
material discount to the prevailing NAV of the relevant fund interests but
naturally varied by asset and asset class. The Board assessed the strategic
options available to the Company on the basis of, amongst other things, the
quantum expected to be delivered to shareholders (on a net present value
basis), timing and relative certainty of execution. The Board notes that, in
particular, the value that might be achieved for shareholders (on a net
present value basis) through the implemented Secondary Sales Process was, and
remains, greater than that which the Company's investment manager expected to
achieve through the continuation of its original 'base case' plan for the
managed wind-down which envisaged holding certain assets to maturity and
selling other assets (that would otherwise mature between 2029 and 2033) in
2028. The Board also noted that by selling the portfolio's assets through the
Secondary Sales Process, it accelerated significantly returns to shareholders.
During the period under review the Company redeemed, in full, its £16.7
million interest in the Aberdeen Global Private Markets Fund at its prevailing
net asset value. The Company also signed binding sale and purchase agreements
in respect of 13 fund investments and private market assets ("Fund
Interests"), and 50% of two other Fund Interests, which together represented
approximately half of the portfolio that had been marketed under the Secondary
Sales Process. Such sales were agreed with funds managed by the Patria
Investments group at a blended 28.5% discount to the transaction reference
date valuations (before adjustment for post-reference date drawdowns and
distributions). These sales were expected to raise approximately £47 million
of gross consideration and included the disposal of a number of smaller
secondary private equity holdings, six of which had a NAV of less than
£500,000. As at the date of this document, the Company has completed three of
the 15 agreed sales with two further sales expected to complete imminently.
Whilst one of the proposed transfers has aborted because consent from the
underlying general partner of the relevant fund was not forthcoming, the
Company has received an offer for the sale of the same fund interest to
another third party at the same price and the Board expects that such
alternative transfer is deliverable.
As announced on 29 October 2025 and 18 December 2025, the Company has
completed the sales of three other Fund Interests, raising approximately
£10.6 million of gross consideration.
Portfolio valuation and basis of preparation
Following the completion of the sales described above during October and
December, the Company had 15 remaining portfolio investments of which 8 were
under conditional sales agreements (with 50% of a ninth investment also under
a conditional sale agreement) and the remainder of which were not under
binding sale agreements but were under offer (save for the Company's remaining
interest in PIMCO Private Income Fund, which is expected to be realised
through the redemption mechanics within the underlying fund documentation).
Following the progress made to date post period end and the expectation that
most, if not all, assets held by the Company will be under a signed sale and
purchase agreement or under offer in the coming weeks or months, the Board has
taken the decision to prepare the Company's financial statements on a non
going concern basis with assets marked down to estimates of best realisable
values. The Company had, during this six month period, and for prior periods,
reported daily NAV prices incorporating the previous valuation basis. As a
result of this revised basis of preparation figures in these interim financial
statements will therefore vary from the 30 September 2025 and 31 October 2025
NAV announcements.
As at 30 September 2025, the Company is now reporting an adjusted NAV of
£151.7 million (31 March 2025 - £206.1 million), comprising the investment
portfolio of £101.4 million (31 March 2025 - £171.4 million), UK treasury
bills of £13.5 million and additional net current assets of £36.8 million
(31 March 2025 - £34.8 million). As is more fully explained below, the
Company has since returned £57.2 million pursuant to a return of capital by
way of the Company's B Share Scheme and, additionally, returned £4.5 million
to shareholders by way of a dividend.
Distributions to Shareholders via a B Share Scheme
The Company announced, on 29 October 2025, the return to shareholders of 19.0
pence per Ordinary Share (totalling £57.2 million) under the B Share Scheme
previously approved by shareholders.
The return of capital was made by way of bonus issues, on a pro rata basis, of
B Shares to all Shareholders followed by the immediate redemptions of such B
Shares in consideration for a cash payment equal to the amount treated as paid
up on the issues of the B Shares.
The record date for the B Shares was 13 November 2025 and the ex date was 12
November 2025. No share certificates were issued for any B Shares allotted.
The B Shares were issued on 14 November 2025 and redeemed at one penny per B
Share immediately after their issue; accordingly, the Redemption Date for the
B Shares was 14 November 2025.
The proceeds from the redemption of the B Shares issues, equivalent to 19.0
pence per Ordinary Share, were sent to uncertificated Shareholders through
CREST or to certificated Shareholders via cheque or electronic payment on 21
November 2025.
The return of capital was in addition to the Company's interim dividend of
1.50 pence per Ordinary Share which was paid to shareholders on 30 October
2025, as discussed below.
The apportionment ratio between the B Shares and the Ordinary Shares, for UK
capital gains tax purposes, has been published in the Literature section of
the Company's website
(https://www.aberdeeninvestments.com/en-gb/adig/literature) within the
subsection titled "Key documents".
Future returns of capital and potential timeline for the managed wind-down
The Board intends to make a further return of capital in the first quarter of
2026 either by way of the B Share Scheme or as an initial distribution under a
members' voluntary liquidation.
In the light of the progress made by the Company in realising its investments,
the Board is exploring putting forward proposals in the first quarter of 2026
to place the Company into a solvent members' voluntary liquidation if
substantially all of the Company's investments have been realised by such
time. It is likely that certain of the Company's assets (such as PIMCO Private
Income Fund, which is expected to be exited through the fund's redemption
mechanics in the fourth quarter of 2026, and any private market assets that
are not sold in the Secondary Sales Process by the commencement of the
liquidation) would be retained by the liquidators and realised during the
liquidation period thereafter.
The remaining proceeds from the realisation of the Company's portfolio prior
to and during the liquidation period would be distributed to shareholders
after the Company's outstanding liabilities and the costs of implementing the
proposals, including the liquidators' fees, have been met.
Thanks to the progress with the Secondary Sales Process, the Board remains on
track to put forward proposals in the first quarter of 2026 to place the
Company into members' voluntary liquidation. With that said, there can be no
certainty as to the precise quantum or timing for the completion of any
further realisations or returns of capital arising out of or in connection
with the Secondary Sales Process.
Dividend
The Board of the Company announced, on 25 September 2025, an interim dividend
of 1.50 pence per share on the Ordinary Shares of the Company, being
approximately £4.5 million in aggregate. The interim dividend was paid on 30
October 2025 to shareholders on the register on 3 October 2025. The
ex-dividend date was 2 October 2025.
As indicated previously, the Board intends to pay only a sufficient level of
dividend to ensure that the Company will not retain more than 15 per cent. of
its income in an accounting period in order to maintain the Company's
investment trust status during its managed wind-down.
Shareholders should be aware that the Company's capacity for revenue
generation substantially decreased following the sale of the public markets
assets and will reduce further as the private markets' assets are realised
under the Secondary Sales Process and capital is returned to shareholders.
Change to accounting reference date
In the light of the potential timeline for liquidation mentioned above, the
Board resolved to change the Company's accounting reference date for the
previous accounting period from the year ended to 30 September 2025 to the 18
months ended 31 March 2026. This change avoids unnecessary work being
undertaken before the Company enters into liquidation (if it does so in the
first quarter of 2026) by deferring the requirement to publish an annual
report and audited financial statements. This change is expected to result in
a cost saving for the Company and, accordingly, is considered to be in the
best interests of shareholders.
As a result of this change, the Company's reporting timetable is as follows
(in each case unless the Company has entered into members' voluntary
liquidation prior to the relevant deadline for publication), noting that this
report constitutes a further interim report, for the six months ended 30
September 2025, after publication in June 2025 of an interim report for the
six months ended 31 March 2025:
- publication of an annual report and audited financial statements for the
financial year ending 31 March 2026, by no later than 31 July 2026.
- from then, interim and annual reports would be published each year for the
six months to 30 September and the 12 months to 31 March, respectively.
Davina Walter
Chairman
19 December 2025
Interim Management Report and Directors' Responsibility Statement
The Chairman's Statement provides details of the important events which have
occurred during the period and their impact on the financial statements.
Principal Risks and Uncertainties
The principal risks faced by the Company can be divided into various areas as
follows:
· Performance risk;
· Regulatory risk;
· Operational risk;
· Market risk; and
· Financial risks.
The Board reported on the principal risks and uncertainties faced by the
Company in the Annual Report and Financial Statements for the year ended 30
September 2024 (the "Annual Report"); a detailed explanation can be found in
the Strategic Report on pages 9 and 10 of the Annual Report which is available
on the Company's website: abrdndiversified.co.uk
The Board is monitoring the heightened geopolitical risks in the form of the
Russian invasion of Ukraine, the conflict in the Middle East and recent and
rising tension between China and Taiwan.
The Board is also conscious of the elevated threat posed by climate change and
continues to monitor, through its Investment Manager, the potential risk that
its portfolio investments may fail to adapt to the requirements imposed by
climate change.
In the view of the Board, there have not been any other changes to the
fundamental nature of the principal risks and uncertainties facing the Company
since the previous Annual Report, which are considered to be equally
applicable to the remaining six months of the 18 months ended 31 March 2026.
Basis of preparation
The Financial Statements have been prepared on a basis other than the going
concern basis as noted in the Chairman's Statement and as more fully set out
in Note 1 to the Financial Statements. In particular, investment valuations
have been adjusted to reflect achieved or anticipated disposal values on or
subsequent to 30 September 2025 and provisions made for the anticipated costs
for completion of the Secondary Sales Process and ultimate liquidation of the
Company.
The Company is able to meet all of its liabilities from its remaining assets,
including its ongoing operating expenses.
Related Party Disclosures and Transactions with the Alternative Investment Fund Manager and Investment Manager
abrdn Fund Managers Limited ("AFML") has been appointed as the Company's
alternative investment fund manager.
AFML has (with the Company's consent) delegated certain portfolio and risk
management services, and other ancillary services, to abrdn Investments
Limited and abrdn Holdings Limited, which are regarded as related parties
under the UK Listing Rules issued by the Financial Conduct Authority ("FCA").
Details of the fees payable to AFML are set out in note 3 to the condensed
financial statements.
Directors' Responsibility Statement
The Disclosure Guidance and Transparency Rules of the UK Listing Authority
require the Directors to confirm their responsibilities in relation to the
preparation and publication of the Interim Management Report and Financial
Statements.
The Directors confirm to the best of their knowledge that:
· the condensed set of financial statements contained within the Half
Yearly Financial Report has been prepared in accordance with applicable UK
Accounting Standard FRS 104 'Interim Financial Reporting' and give a true and
fair view of the assets, liabilities, financial position and return of the
Company for the six months ended 30 September 2025; and
· the Interim Management Report, together with the Chairman's Statement,
includes a fair review of the information required by 4.2.7R and 4.2.8R of the
FCA's Disclosure Guidance and Transparency Rules.
The Half-Yearly Financial Report was approved by the Board and the above
Directors' Responsibility Statement was signed on its behalf by the Chairman.
For and on behalf of the Board
Davina Walter
Chairman
19 December 2025
Investment Portfolio - Ten Largest Investments
As at 30 September 2025
At At
30 September 30 September
2025 2024
% of Total % of Total
investments investments
SL Capital Infrastructure II(AB) 15.6 15.2
European economic infrastructure
Bonaccord Capital Partners I-A(B) 11.8 10.0
Investments in alternative asset management companies
UK(Govt Of) 0% 27/10/25 11.7 -
GBP
UK gilt
Andean Social Infrastructure Fund I(AB) 11.5 8.7
Infrastructure project investments in the Andean region of South America
Patria Secondaries Opportunities Fund IV(B) 11.3 8.8
Diversified Private Equity portfolio which invests through secondary
transactions
Burford Opportunity Fund(B) 9.0 8.9
Litigation finance investments initiated by Burford Capital
Healthcare Royalty Partners IV(B) 7.3 6.8
Healthcare royalty streams primarily in the US
TrueNoord Co-Investment(B) 5.3 3.9
Aircraft leasing company which specialised in regional aircraft
ASI Hark III(B) 3.1 2.2
Lends capital on a NAV-financing basis to private equity backed companies or
investment vehicles
Aberdeen Property Secondaries Partners II(AB) 3.0 4.3
Real estate portfolio of properties across United Kingdom and Europe
(A) Denotes Aberdeen Group plc managed products.
(B) Unlisted holdings.
Investment Portfolio - Private Markets
As at 30 September 2025
Valuation Valuation Valuation
30 September 2025 30 September 2025 30 September 2024
Company £'000 % £'000
Private Equity
Bonaccord Capital Partners I-A 13,581 11.8 18,130
Patria Secondaries Opportunities Fund IV(B) 12,991 11.3 16,057
TrueNoord Co-Investment(B) 6,066 5.3 7,136
Maj Invest Equity V(C) 1,410 1.2 2,095
HarbourVest International Private Equity VI(C) 388 0.4 1,240
Mesirow Financial Private Equity IV(C) 151 0.1 400
HarbourVest VIII Venture Fund(C) 45 0.1 104
Maj Invest Equity IV(C) 12 - 24
Dover Street VII(C) 2 - 4
HarbourVest VIII Buyout Fund(C) 1 - 23
Total Private Equity 34,647 30.2
Real Estate
Aberdeen Property Secondaries Partners II(AC) 3,515 3.0 7,840
Cheyne Social Property Impact Fund(D) 1,909 1.7 3,299
Aberdeen European Residential Opportunities Fund (A) - - 2,556
Total Real Estate 5,424 4.7
Infrastructure
SL Capital Infrastructure II(A) 17,947 15.6 27,792
Andean Social Infrastructure Fund I(AC) 13,249 11.5 15,821
BlackRock Renewable Income - UK 3,100 2.7 6,657
Aberdeen Global Infrastructure Partners II (AUD)(AC) 1,919 1.7 2,250
Pan European Infrastructure Fund(D) 233 0.2 768
Total Infrastructure 36,448 31.7
(A) Denotes Aberdeen Group plc managed products.
(B) Sold under conditional SPAs with Patria Investments Group - completed
October 2025.
(C) Sold under conditional SPAs with Patria Investment Group - completing post
October 2025. 50% of Andean Social Infrastructure under those SPAs.
(D) Sold after the period end under conditional SPAs.
Private Credit
ASI Hark III(B) 3,528 3.1 4,109
PIMCO Private Income Fund Offshore Feeder I LP 2,362 2.0 6,736
Mount Row Credit Fund II(E) 309 0.3 9,393
Total Private Credit 6,199 5.4
Other
Burford Opportunity Fund 10,262 9.0 16,120
Healthcare Royalty Partners IV(D) 8,418 7.3 12,263
Total Other 18,680 16.3
Total Private Markets 101,398 88.3
(B) Sold under conditional SPAs with Patria Investments Group - completed
October 2025. 50% of ASI Hark III under those SPAs.
(D) Sold after the period end under conditional SPAs.
(E) Redeemed after the period end.
Investment Portfolio - Fixed Income & Credit
As at 30 September 2025
Valuation Valuation Valuation
30 September 2025 30 September 2025 30 September 2024
Investment £'000 % £'000
Developed Market Government Treasury Bills
UK(Govt Of) 0% 27/10/25 13,459 11.7 -
GBP
Total Developed Market Government Bonds 13,459 11.7
Total Fixed Income & Credit 13,459 11.7
Investment Portfolio - Net Assets Summary
As at 30 September 2025
Valuation Net assets Valuation Net assets
30 September 2025 30 September 2025 30 September 2024 30 September 2024
£'000 % £'000 %
Total investments 114,857 75.7 182,525 89.8
Cash and cash equivalents 41,342 27.3 22,300 11.0
Other net liabilities (4,485) (3.0) (1,519) (0.8)
Net assets 151,714 100.0 203,306 100.0
Condensed Statement of Comprehensive Income (unaudited)
Six months ended Twelve months ended
30 September 2025 30 September 2025
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Losses on investments - (50,535) (50,535) - (43,748) (43,748)
Foreign exchange gains - (104) (104) - 92 92
Income 2 2,224 - 2,224 4,883 - 4,883
Investment management fees 3 (26) (231) (257) (53) (474) (527)
Administrative expenses (1,096) (4,204) (5,300) (1,451) (4,245) (5,696)
Net return before finance costs and taxation 1,102 (55,074) (53,972) 3,379 (48,375) (44,996)
Finance costs (1) (13) (14) (1) (14) (15)
Net return before taxation 1,101 (55,087) (53,986) 3,378 (48,389) (45,011)
Taxation 4 (438) - (438) (706) - (706)
Return attributable to equity shareholders 663 (55,087) (54,424) 2,672 (48,389) (45,717)
Return per Ordinary share (pence) 5 0.22 (18.29) (18.07) 0.89 (16.06) (15.17)
The total column of the Condensed Statement of Comprehensive Income is the
profit and loss account of the Company. There has been no other comprehensive
income during the period, accordingly, the return attributable to equity
shareholders is equivalent to the total comprehensive income/(loss) for the
period.
All revenue and capital items in the above statement derive from previously
continuing operations. As these financial statements have been prepared on a
non-going concern basis, as described in note 1, all operations are now deemed
to be discontinued.
The accompanying notes are an integral part of these condensed financial
statements.
Six months ended Twelve months ended
30 September 2024 30 September 2024
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Losses on investments - (8,928) (8,928) - (16,112) (16,112)
Foreign exchange gains - (119) (119) - 5,601 5,601
Income 2 8,239 - 8,239 15,638 - 15,638
Investment management fees 3 (207) (207) (414) (474) (474) (948)
Administrative expenses (434) (344) (778) (1,006) (503) (1,509)
Net return before finance costs and taxation 7,598 (9,598) (2,000) 14,158 (11,488) 2,670
Finance costs (22) (22) (44) (284) (3,043) (3,327)
Net return before taxation 7,576 (9,620) (2,044) 13,874 (14,531) (657)
Taxation 4 (1,864) - (1,864) (2,961) (37) (2,998)
Return attributable to equity shareholders 5,712 (9,620) (3,908) 10,913 (14,568) (3,655)
Return per Ordinary share (pence) 5 1.90 (3.20) (1.30) 3.62 (4.83) (1.21)
The total column of the Condensed Statement of Comprehensive Income is the
profit and loss account of the Company. There has been no other comprehensive
income during the period, accordingly, the return attributable to equity
shareholders is equivalent to the total comprehensive income/(loss) for the
period.
All revenue and capital items in the above statement derive from previously
continuing operations. As these financial statements have been prepared on a
non-going concern basis, as described in note 1, all operations are now deemed
to be discontinued.
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Financial Position (unaudited)
As at As at
30 September 2025 30 September 2024
(unaudited) (audited)
Notes £'000 £'000
Non-current assets
Investments at fair value through profit or loss - 182,525
- 182,525
Current assets
Investments at realisable value through profit or loss 12 114,857 -
Other debtors and receivables 434 633
Cash and cash equivalents 41,342 22,300
156,633 22,933
Creditors: amounts falling due within one year
Other payables (4,919) (2,152)
(4,919) (2,152)
Net current assets 151,714 20,781
Total assets less current liabilities 151,714 203,306
Net assets 151,714 203,306
Capital and reserves
Called up share capital 9 3,238 3,238
Capital redemption reserve - 114,768
Special distributable reserve 116,531 1,763
Capital reserve 6,760 55,149
Revenue reserve 25,185 28,388
Total shareholders' funds 151,714 203,306
Net asset value per Ordinary share (pence) 10 50.36 67.48
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Changes in Equity (unaudited)
Twelve months ended 30 September 2025
Ordinary Share Capital Special
share B share premium redemption distributable Capital Revenue
capital capital account reserve reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2024 3,238 - - 114,768 1,763 55,149 28,388 203,306
Return after taxation - - - - - (48,389) 2,672 (45,717)
Cancellation of Capital Redemption Reserve - - - (114,768) 114,768 - - -
Dividends paid 6 - - - - - - (5,875) (5,875)
At 30 September 2025 3,238 - - - 116,531 6,760 25,185 151,714
Twelve months ended 30 September 2024
Ordinary Share Capital Special
share B share premium redemption distributable Capital Revenue
capital capital account reserve reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2023 80,938 - 116,556 37,043 - 69,717 35,280 339,534
Return after taxation - - - - - (14,568) 10,913 (3,655)
B shares issued during the year - 114,768 - - - - - 114,768
B shares redeemed during the year - (114,768) - 114,768 (114,768) - - (114,768)
Return of capital to B shareholders - - - - (114,768) - - (114,768)
Cancellation and reduction of Ordinary shares (77,700) - (116,556) (37,043) 231,299 - - -
Dividends paid 6 - - - - - - (17,805) (17,805)
At 30 September 2024 3,238 - - 114,768 1,763 55,149 28,388 203,306
The accompanying notes are an integral part of these condensed financial
statements.
Condensed Statement of Cash Flows (unaudited)
Twelve months ended Twelve months ended
30 September 2025 30 September 2024
Note £'000 £'000
Operating activities
Net return before finance costs and taxation (44,996) 2,670
Adjustments for:
Dividend income - (3,306)
Distribution income (3,763) (8,935)
Fixed interest income - (1,074)
Treasury bill income - (1,140)
Interest income (1,117) (1,177)
Other income (3) (6)
Dividends received - 3,434
Distributions received 3,763 8,914
Fixed interest income received - 1,652
Treasury bill income received 1,140
Interest received 1,082 1,145
Other income received 3 6
Gains on forward contracts - (5,615)
Foreign exchange losses 87 154
Losses on investments 43,748 16,166
Decrease/(increase) in other debtors 52 (7)
Increase/(decrease) in accruals 4,567 (482)
Corporation tax paid (2,571) (1,923)
Taxation released 247 120
Net cash flow from operating activities 1,099 11,736
Investing activities
Purchases of investments and capital calls (12,777) (190,990)
Realised gains on investee distributions 26,630 8,181
Sales of investments and return of capital 10,067 324,187
Net cash flow from investing activities 23,920 141,378
Financing activities
Redemption of B shares - (114,768)
Redemption of 6.25% Bond - (18,508)
Interest paid (15) (604)
Equity dividends paid 6 (5,875) (17,805)
Net cash flow used in financing activities (5,890) (151,685)
Increase in cash and cash equivalents 19,129 1,429
Analysis of changes in cash and cash equivalents during the period
Opening balance 22,300 21,025
Foreign exchange (87) (154)
Increase in cash and cash equivalents as above 19,129 1,429
Closing balance 41,342 22,300
Represented by:
Money market funds 39,300 20,516
Cash at bank and in hand 2,042 1,784
Closing balance 41,342 22,300
The accompanying notes are an integral part of these condensed financial
statements.
Notes to the Financial Statements
For the six months 30 September 2025
1. Accounting policies - Basis of accounting
The condensed financial statements have been prepared in accordance with
Financial Reporting Standard 104 (Interim Financial Reporting) and with the
Statement of Recommended Practice for 'Financial Statements of Investment
Trust Companies and Venture Capital Trusts' issued in July 2022 and with the
Disclosure Guidance Transparency Rules issued by the Financial Conduct
Authority.
Following an extensive review of the Company's strategy and discussions with
major shareholders, resolutions were put to and approved by Shareholders at
the Annual General Meeting of the Company held on 27 February 2024 adopting
the new investment objective and policy, approving a managed wind-down of the
Company.
The Company's further announcement which was made on 16 April 2025 confirmed
that the Board had appointed Campbell Lutyens as an independent broker to
market-test demand for the Company's private markets assets and to undertake a
secondary sales process with the aim of optimising the value of the Company's
investments whilst progressively returning cash to Shareholders.
An update on the Secondary Sales Process provided by the Company on 1 October
2025 notified Shareholders of a material disposal of a number of assets. Since
then, further progress has been made regarding the disposal of the remaining
assets. As a consequence, the Board determined that the going concern basis of
preparation of the financial statements for the six months ended 30 September
2025 is no longer appropriate given that the likely outcome of the current
process will ultimately lead to the proposed liquidation of the Company
following further expected sales and returns of capital deemed likely to take
place within twelve months of the date of this report. Events subsequent to
the balance sheet date have been taken into account in preparing these
financial statements, in particular adjustments to the valuation of the
Company's investments to reflect realisable value, and account provisions for
the completion of the Secondary Sales Process and ultimate liquidation of the
Company.
The reporting of daily net asset values ("NAVs") during the period was
consistent with the previously published basis of investment valuation. From
1 October 2025, the Company reverted to reporting NAVs on a monthly basis,
applying the amended basis of investment valuation.
Subject to an amended basis for investment valuation and liquidation
provisions as noted above the interim financial statements have been prepared
using the same accounting policies as the preceding annual financial
statements. Investments at 30 September 2025 are held at realisable value and
classified as current assets as they are expected to be sold within twelve
months of the date of this report. There have been no new standards,
amendments or interpretations, specific to the Company, effective for the
first time for this interim period that require a change in accounting
policies.
Significant accounting judgements, estimates and assumptions. The preparation
of financial statements requires the use of certain significant accounting
judgements, estimates and assumptions which requires Directors to exercise
their judgement in the process of applying the accounting policies. In
accordance with the expectation of the portfolio of investments being sold
within twelve months of the date of this report, and the Company being placed
into members' voluntary liquidation, the financial statements have been
prepared under a basis other than going concern.
2. Income
Six months ended Twelve months ended Six months ended Twelve months ended
30 September 2025 30 September 2025 30 September 2024 30 September 2024
£'000 £'000 £'000 £'000
Income from investments
UK listed dividends - - (38) 436
Overseas listed dividends - - 475 2,870
Unquoted Limited Partnership income 1,584 3,763 5,843 8,935
Treasury bill income - - 1,002 1,140
Fixed interest income - - 39 1,074
1,584 3,763 7,321 14,455
Other income
Deposit interest 5 9 37 108
Interest from money market funds 635 1,108 881 1,069
Other income - 3 - 6
640 1,120 918 1,183
Total income 2,224 4,883 8,239 15,638
3. Investment management fees
Six months ended Twelve months ended Six months ended Twelve months ended
30 September 2025 30 September 2025 30 September 2024 30 September 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 26 231 257 53 474 527 207 207 414 474 474 948
The investment management fee has been levied by abrdn Fund Managers Limited
("AFML") at the following tiered levels:
- 0.50% per annum in respect of the first £300 million of the net asset value
(with the 6.25% Bonds 2031 at fair value in the prior year); and
- 0.45% per annum in respect of the balance of the net asset value (with the
6.25% Bonds 2031 at fair value in the prior year).
With effect from 1 October 2024, management fees are allocated 90% to capital
and 10% to revenue, reflecting the anticipated split of investment returns
during the Managed Wind-Down of the Company (previously allocated 50% capital
and 50% revenue).
The Company also receives rebates in respect of underlying investments in
other funds managed by Aberdeen (the Group) (where an investment management
fee is charged by the Group on that fund) in the normal course of business to
ensure that no double counting occurs. Any investments made in funds managed
by the Manager which themselves invest directly into alternative investments
including, but not limited to, infrastructure and property are charged at the
Manager's lowest institutional fee rate. To avoid double charging, such
investments are excluded from the overall management fee calculation. For
further information see note 13 to the condensed financial statements.
At the period end, an amount of £78,000 (30 September 2024 - £90,000) was
outstanding in respect of management fees due by the Company.
4. Taxation
The taxation charge for the period represents withholding tax refunded and
corporation tax paid.
The Company has not recognised a deferred tax asset (30 September 2024 -
£nil) as it is considered unlikely that sufficient taxable profits will be
generated in the future to utilise these amounts and therefore no deferred tax
asset has been recognised.
The Company does not apply the marginal method of allocation of tax relief.
5. Return per Ordinary share
Six months ended Twelve months ended Six months ended Twelve months ended
30 September 2025 30 September 2025 30 September 2024 30 September 2024
p p p p
Revenue return 0.22 0.89 1.90 3.62
Capital return (18.29) (16.06) (3.20) (4.83)
Total return (18.07) (15.17) (1.30) (1.21)
The figures above are based on the following:
Six months ended Twelve months ended Six months ended Twelve months ended
30 September 2025 30 September 2025 30 September 2024 30 September 2024
£'000 £'000 £'000 £'000
Revenue return 663 2,672 5,712 10,913
Capital return (55,087) (48,389) (9,620) (14,568)
Total return (54,424) (45,717) (3,908) (3,655)
Weighted average number of shares in issue(A) 301,265,952 301,265,952 301,265,952 301,265,952
(A) Calculated excluding shares held in treasury.
6. Dividends
Twelve months ended Twelve months ended
30 September 2025 30 September 2024
£'000 £'000
Second interim dividend for 2024 - 1.95p 5,875 -
Third interim dividend for 2024 - nil (2023 - 1.42p) - 4,278
Special dividend for 2024 - nil (2023 - 1.65p) - 4,971
Fourth interim dividend for 2024 - nil (2023 - 1.42p) - 4,278
First interim dividend for 2025 - nil (2024 - 1.42p) - 4,278
5,875 17,805
On 25 September 2025, the Board declared an interim dividend of 1.50 pence per
share which was paid on 30 October 2025 to shareholders on the register on 2
October 2025.
From the adoption of the Managed Wind-Down investment policy, dividends will
be paid only to ensure that the Company continues to maintain its investment
trust status.
7. 6.25% Bonds 2031
Twelve months ended Twelve months ended
30 September 2025 30 September 2024
£'000 £'000
Balance at beginning of period - 15,730
Amortisation of discount and issue expenses - 19
Loss on early repayment - 2,759
Repayment - (18,508)
Balance at end of period - -
On 9 April 2024, the 6.25% Bonds were repaid early at a price of 114.983%,
resulting in a total cost of £18,587,000, including accrued interest of
£79,000 thereon.
8. Analysis of changes in net cash/(debt)
At Non-cash At
1 October 2024 Cash flows movements 30 September 2025
£000 £000 £000 £000
Cash and cash equivalents 22,300 19,042 - 41,342
Total 22,300 19,042 - 41,342
At Non-cash At
1 October 2023 Cash flows movements 30 September 2024
£000 £000 £000 £000
Cash and cash equivalents 21,025 1,275 - 22,300
Debt due after one year (15,730) 18,508 (2,778) -
Total 5,295 19,783 (2,778) 22,300
Cash equivalents are held in a money market fund.
9. Called up share capital
At the end of the period there were 301,265,952 (30 September 2024 -
301,265,952) Ordinary shares in issue and 22,485,854 (30 September 2024 -
22,485,854) shares held in treasury. During the period no Ordinary shares of
25p each were purchased (year ended 30 September 2024 - nil).
10. Net asset value per Ordinary share
As at As at
30 September 2025 30 September 2024
Debt at par
Net asset value attributable (£'000) 151,714 203,306
Number of Ordinary shares in issue excluding treasury 301,265,952 301,265,952
Net asset value per share (p) 50.36 67.48
11. Transaction costs
During the period expenses were incurred in acquiring or disposing of
investments classified as fair value through profit or loss. These have been
expensed through capital and are included within losses on investments in the
Condensed Statement of Comprehensive Income. The total costs were as follows:
Six months ended Twelve months ended Six months ended Twelve months ended
30 September 2025 30 September 2025 30 September 2024 30 September 2024
£'000 £'000 £'000 £'000
Purchases - - - 6
Sales - - 3 69
- - 3 75
12. Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair
value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following levels:
Level 1 - Quoted prices in active markets for identical instruments. A
financial instrument is regarded as quoted in an active market if quoted
prices are readily and regularly available from an exchange, dealer, broker,
industry group, pricing service or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm's
length basis. The Company does not adjust the quoted price for these
instruments.
Level 2 - Valuation techniques using observable inputs. This category includes
instruments valued using quoted prices for similar instruments in markets that
are considered less than active; or other valuation techniques where all
significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as
over-the-counter derivatives, include the use of comparable recent arm's
length transactions, reference to other instruments that are substantially the
same, discounted cash flow analysis, option pricing models and other valuation
techniques commonly used by market participants making the maximum use of
market inputs and relying as little as possible on entity specific inputs.
Level 3 - Valuation techniques using significant unobservable inputs. This
category includes all instruments where the valuation technique includes
inputs not based on observable data and the unobservable inputs could have a
significant impact on the instrument's valuation.
This category also includes instruments that are valued based on quoted prices
for similar instruments where significant entity determined adjustments or
assumptions are required to reflect differences between the instruments and
instruments for which there is no active market. The investment manager
considers observable data to be that market data that is readily available,
regularly distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in the relevant
market.
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. 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 that 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 financial assets and liabilities measured at fair value in the Condensed
Statement of Financial Position are grouped into the fair value hierarchy at
the reporting date as follows:
Level 1 Level 2 Level 3 Total
As at 30 September 2025 £'000 £'000 £'000 £'000
Financial assets at realisable value through profit or loss
Equity investments - - 101,398 101,398
Fixed interest instruments 13,459 - - 13,459
Net fair value 13,459 - 101,398 114,857
Level 1 Level 2 Level 3 Total
As at 30 September 2024 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Equity investments 79 - 182,446 182,525
Net fair value 79 - 182,446 182,525
As at As at
30 September 2025 30 September 2024
Level 3 Financial assets at realisable value through profit or loss £'000 £'000
Opening fair value 182,446 198,450
Purchases including calls (at cost) 9,368 11,210
Disposals and return of capital (46,670) (9,281)
Total gains or losses included in losses on investments in the Statement of
Comprehensive Income:
- assets disposed of during the period 9,990 1,233
- assets held at the end of the period (53,736) (19,166)
Closing balance 101,398 182,446
The Company's holdings in unlisted investments are classified as Level 3. In
respect of prior periods, unquoted investments, including those in Limited
Partnerships ("LPs") have generally been valued by the Directors at fair value
using International Private Equity and Venture Capital Valuation Guidelines.
The Board has determined that the going concern basis of preparation of the
financial statements for the six months ended 30 September 2025 is no longer
appropriate given that the likely outcome of the current sales process will
ultimately lead to the proposed liquidation of the Company following further
expected sales and returns of capital. Investments held at 30 September 2025
are shown at realisable value.
Events subsequent to the balance sheet date have been taken into account in
preparing these financial statements, in particular adjustments to the
valuation of the Company's investments and provisions for the completion of
the Secondary Sales Process using best estimates following the bidding process
undertaken by the Company's appointed agent.
As noted in the Chairman's Statement the Company signed binding sale and
purchase agreements for a number of fund interests with Patria Investments
Group on 29 September 2025. These sales are conditional, amongst other things,
on General Partner consent to the transfers. Consequently these investments
are shown on the balance sheet at 30 September 2025 as "Investments at
realisable value through profit and loss" until such time as the
conditionality is met.
13. Related party disclosures
Transactions with the Manager. The investment management fee is levied by AFML
at the following tiered levels, payable monthly in arrears:
- 0.50% per annum in respect of the first £300 million of the net asset value
(with debt at fair value in prior year); and
- 0.45% per annum in respect of the balance of the net asset value (with debt
at fair value in prior year).
The Company also receives rebates with regards to underlying investments in
other funds managed by the Group (where an investment management fee is
charged by the Group on that fund) in the normal course of business to ensure
that no double counting occurs. Any investments made in funds managed by the
Group which themselves invest directly into alternative investments including,
but not limited to, infrastructure and property are charged at the Group's
lowest institutional fee rate. To avoid double charging, such investments are
excluded from the overall management fee calculation.
The table below details all investments held at 30 September 2025 that were
managed by the Group.
30 September 2025
£'000
SL Capital Infrastructure II(A) 17,947
Andean Social Infrastructure Fund I(A) 13,249
Aberdeen Property Secondaries Partners II(B) 3,515
Aberdeen Global Infrastructure Partners II (AUD)(A) 1,919
Aberdeen European Residential Opportunities Fund(C) -
36,630
(A) The value of this holding is removed from the management fee calculation
to ensure that no double counting occurs.
(B) An amount equivalent to the management fee received by the Manager on the
underlying is offset against the management fee payable by the Company to
ensure that no double counting occurs.
(C) Value of holding written down to nil on 31 January 2025.
14. Segmental information
The Directors are of the opinion that the Company is engaged in a single
segment of business being investment business.
15. Subsequent events
Subsequent to the balance sheet date and up to the date of this report, the
Company has completed, or expects to complete, the disposal of substantially
all of the investment portfolio. All necessary adjustments have been made to
these financial statements, and no further material adjustments are
anticipated.
16. Half-Yearly Report
The financial information in this Half-Yearly Report does not comprise
statutory accounts within the meaning of sections 434 - 436 of the Companies
Act 2006. The financial information for the year ended 30 September 2024 has
been extracted from published accounts that have been delivered to the
Registrar of Companies and on which the report of the auditors was unqualified
and contained no statement under section 498 (2), (3) or (4) of the Companies
Act 2006. The interim accounts have been prepared using the same accounting
policies as the preceding annual accounts.
17. This Half-Yearly Report was approved by the Board and authorised for issue on
19 December 2025.
END
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