REG - Aurora UK Alpha PLC - Half-year Report
25/09/2025 07:00
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RNS Number : 7057A Aurora UK Alpha PLC 25 September 2025
Aurora UK Alpha plc
LEI: 2138007OUWIZFMAGO575
Half Yearly Report
for the six months ended 30 June 2025
FINANCIAL AND PERFORMANCE HIGHLIGHTS
Performance
At At
30 June 2025
31 December 2024
(unaudited)
(audited)
Net asset value ("NAV") per share(1) 285.54p 256.17p
Share price 257.00p 227.00p
Share price discount to NAV per share(1) (10.0)% (11.4)%
Annualised ongoing charges(1) 0.35% 0.45%
The total returns in sterling for the period/year were as follows:
Six months to Year to
30 June 2025
31 December 2024
(unaudited)
(audited)
NAV total return per share(1,2) 11.5% (4.3)%
Share price total return(1,2) 13.2% (5.5)%
FTSE All-Share Index total return ("Benchmark") 9.1% 9.5%
(1) Definitions of these Alternative Performance Measures ("APMs")
together with how these have been calculated can be found on pages 23 and 24.
(2) Including dividend reinvested.
.
CHAIR'S STATEMENT
This report covers your Company's activities over the six months to 30 June
2025 and its financial position at that date.
AGM and Continuation of the Company
At the AGM in June all of the resolutions put to shareholders were passed,
with more than 99% of the votes cast being in favour, including the resolution
for the continuation of the Company. I would like to thank shareholders for
their strong support. Together with the Company's increase in size following
the combination with Artemis Alpha Trust plc last year, this helps to further
strengthen the ability to generate long-term returns.
Performance
Over the six months the Company's net asset value ("NAV") per share recovered
to 285.54p at 30 June 2025 from its 256.17p level at 31 December 2024, giving
a total return for the period of 11.5% (six months to 30 June 2024: 0.5%). The
price at which the Company's shares traded rose from 227.00p per share at 31
December 2024 to 257.00p at 30 June 2025, giving a share price total return of
13.2% (six months to 30 June 2024: 1.6%). These compare with the total return
over the six months for the FTSE All-Share Index, the Company's benchmark, of
9.1% (six months to 30 June 2024: 7.4%). At the end of June the share price
stood at a 10.0% discount to the NAV per share.
Top contributors to performance in the period were Lloyds Banking Group,
Ryanair, Frasers Group, Nintendo and Burberry Group. The most notable
detractor was Castelnau Group.
The Investment Manager's Review, starting on page 6, provides further details
on activity and outlook.
Investment Manager Presentation Event
Shareholders are invited to Aurora's third Investor Event, which is being held
at 3.30 p.m. on 15 October 2025 at the Chartered Accountants Hall,
1 Moorgate Place, London EC2R 6EA. Both existing and prospective Aurora
shareholders are welcome and the event will follow the successful format from
the last two years, with multiple speakers from the Investment Manager. We
plan to record the event and publish it on the Company's website. If you would
like to attend, please contact phoenix@pamp.co.uk to register.
Share Price Discount
The discount to NAV per share narrowed from 11.4% at the end of 2024 to 10.0%
as at 30 June 2025. This narrowing is welcome and closing the discount
continues to be one of the Board's key objectives, with marketing as a key
part of the strategy. Phoenix, Deutsche Numis, and Frostrow Capital continue
to promote the Company proactively. Additionally, on 11 February 2025 the
Board announced the commencement of a discretionary share buyback programme
and the Company undertook its first share buyback on 6 June 2025. Up to 30
June 2025 the Company bought back into treasury 871,193 ordinary shares, at an
average price of 253.5p per share. These buybacks are aimed at helping to
provide market liquidity when it is lacking, which should help to stabilise
the discount and be accretive to remaining shareholders. Since the half year
the Company has bought back a further 2,263,883 shares into treasury, at an
average price of 250.1p per share.
The Board
As mentioned in my statement in the annual report, David Stevenson will step
down from the Board in December 2025. On behalf of the Board, I would like to
extend my gratitude for David's contributions over what is approaching a
decade. On 7 July 2025 the Board announced the appointment of Alex Denny to
succeed David from 1 January 2026. Alex brings over twenty years' experience
in asset management and investment trusts, with a background spanning both
public and private markets. Alex is a non-executive director of Apax Global
Alpha Limited, a board member of The Association of Investment Companies, a
non-executive director of Margetts Fund Management and a trustee of the
Nautical Archaeology Society.
Outlook
Performance in the first half of 2025 was encouraging, with the portfolio
outperforming the wider market. While markets remain unsettled, history shows
that periods of uncertainty are often when the most attractive long-term
opportunities are created. The Investment Manager's approach remains
consistent in buying exceptional companies when they are out of favour, and
patiently waiting for the value to be realised.
The combination with Artemis Alpha, completed late last year, has already
strengthened the Company through greater scale and lower ongoing charges. The
Board is confident that the Company is well positioned for the years ahead.
We remain grateful for the continued support of our shareholders and look
forward to welcoming many of you to the Investor Event in October.
Lucy Walker
Chair
24 September 2025
.
OBJECTIVE AND INVESTMENT POLICY
Investment Objective
Aurora UK Alpha plc's (the "Company") objective is to provide shareholders
with long-term total returns by investing predominantly in a portfolio of UK
listed companies.
Investment Policy
The Company seeks to achieve its investment objective by investing
predominantly in a portfolio of UK listed companies. The Company may from
time to time also invest in companies listed outside the UK and unlisted
securities. The investment policy is subject to the following restrictions,
all of which are at the time of investment:
• The maximum permitted investment in companies listed outside
the UK at cost price is 20% of the Company's gross assets.
• The maximum permitted investment in unlisted securities at
cost price is 10% of the Company's gross assets.
• There are no pre-defined maximum or minimum sector exposure
levels but these sector exposures are reported to and monitored by the Board
in order to ensure that adequate diversification is achieved.
• The Company's policy is not to invest more than 15% of its
gross assets in any one underlying issuer (measured at the time of investment)
including in respect of any indirect exposure through Castelnau Group Limited.
• The Company may from time to time invest in other UK listed
investment companies, but the Company will not invest more than 10% in
aggregate of the gross assets of the Company in other listed closed-ended
investment funds.
• Save for Castelnau Group Limited, the Company will not
invest in any other fund managed by the Investment Manager.
While there is a comparable index for the purposes of measuring performance
over material periods, no attention is paid to the composition of this index
when constructing the portfolio and the composition of the portfolio is likely
to vary substantially from that of the index. The portfolio will be relatively
concentrated.
The exact number of individual holdings will vary over time but typically the
portfolio will include core holdings in 15 to 20 companies. The Company may
use derivatives and similar instruments for the purposes of capital
preservation.
The Company does not currently intend to use gearing. However, if the Board
did decide to utilise gearing the aggregate borrowings of the company would be
restricted to 30% of the aggregate of the paid-up nominal capital plus the
capital and revenue reserves.
Any material change to the investment policy of the Company will only be made
with the approval of shareholders at a general meeting. In the event of a
breach of the Company's investment policy, the Directors will announce through
a Regulatory Information Service the actions that will be taken to rectify the
breach.
.
INVESTMENT MANAGER'S REVIEW
Performance
The NAV per share total return over the half year was 11.5% and the share
price total return was 13.2%. At the end of June, the shares were trading at a
10.0% discount to NAV. The FTSE All-Share total return index rose 9.1% over
the same period.
At the stock level, Nintendo was the standout performer in the period, rising
65.6% following a positive reception to its Switch-2 product launch. Lloyds
Banking Group gained 44.5%, supported by sector-wide strength and a more
constructive view on the motor financing ruling. Other notable risers included
Ryanair, up 27.6%, Burberry, up 20.6%, Bellway, up 16.7%, and Frasers, up
11.7%.
Castelnau Group, a closed-end fund managed by Phoenix Asset Management
Partners, was the only meaningful faller, down 13.8%. Its NAV rose 3.2% over
the period, so the detraction came from a wider discount rather than
operational setbacks. Following a portfolio review, Castelnau is simplifying
and re-focusing the group around its holding in Dignity. We continue to see
Dignity as a high-quality business bought at an attractive price and remain
confident about the progress we are seeing. There are exciting growth
initiatives across the company, and we see positive shareholder value drivers
in those initiatives, with clear milestones to measure progress. Further
details can be found in the Castelnau Q2 investor report, at
www.castelnaugroup.com/investor-relations/reports-factsheets
(http://www.castelnaugroup.com/investor-relations/reports-factsheets) .
In terms of contribution, Lloyds Banking Group added 3.8% to returns, with
Ryanair and Frasers adding 2.3% and 1.8%, respectively. Castelnau Group was
the main detractor, reducing performance by 2.2%.
Activity
Our confidence in the portfolio remains high, and as is our style, activity
in the half year was limited.
In early April we took advantage of volatility related to President Trump's
initial tariff announcement to increase positions in Burberry and Barratt
Redrow by 1% each. We also initiated a new position that currently sits below
our 3% reporting threshold, which we will introduce once it exceeds that
level.
After the period end, in late July, we added a further 1% to Barratt Redrow
following share price weakness.
Outlook
Momentum has pulled prices from fundamentals, patience captures the payoff
We are again in one of those stretches where value investing can look
unrewarding. Prices can run on momentum rather than fundamentals, narratives
take hold, and, for a time, the scoreboard does not reflect the work
undertaken.
Our experience is that these periods set up future returns. On the quality of
what we own and the depth of knowledge we have about the businesses we have
invested in, today's portfolio ranks highly. The right response is to stay
disciplined and patient: keep doing the work and explain it plainly.
Headlines shift price; business economics determine value
Headline noise has quietened, yet concerns over fiscal spending, tariff
policy and the path of interest rates can still move prices for reasons other
than business progress. This is when a patient, valuation led approach tends
to earn its keep.
Prices keep the score by the day; cash flow settles the account over time. We
do not try to forecast policy paths. We aim to be prepared, keep hurdle rates
high and act only when dislocation improves the odds.
UK policy backdrop is improving
Closer to home, the UK backdrop is improving in ways that matter to owners of
productive assets. This is not the prevailing view, and progress is uneven and
not always visible in the data. For long-term owners, direction matters more
than today's snapshot because the impact of change compounds over time.
Planning reform is moving beyond rhetoric, with housebuilders reporting
practical changes. Aviation capacity at Heathrow and Gatwick now has
government backing after years of stasis. Financial services are again treated
as a national strength, with regulators asked to support growth. There are
early signs of a more pragmatic stance towards Europe and, following the
initial tariff deal with the US in May, the prospect of a broader agreement.
Any one of these would help; together they suggest a turn after years of
drift.
AI will reshape returns
Alongside policy, one structural change deserves mention. For the last 25
years we have said that the most important factor impacting business values is
the internet; that is no longer the case. AI is the greatest threat and
opportunity. We are analysing it closely, business by business and industry by
industry, asking how demand, competition and business models may change. We
are also using it to augment and improve our own work.
We keep in mind what is often called Amara's Law (after Roy Amara): the impact
of a new technology is usually overestimated in the short term and
underestimated in the long term. That lens reminds us to look past the early
narratives and focus on the economics that should matter as adoption deepens.
Confidence is highest where the risk of obsolescence is low and the
capability to benefit is real. The need for a home does not change; the
demands on service at death are exacting and enduring. That resilience is not
being rewarded today; over time lower risk and steady cash generation tend to
be. In other areas we expect able operators to use the tools to improve
service and strengthen moats rather than be disrupted by them.
Valuation and time are on our side
Our discipline is simple: we value businesses by estimating the durable cash
returns on the core capital they require and testing why those returns should
persist. If we get that right most of the time, and we are long-term holders,
then we will produce returns for shareholders that approximate the underlying
returns of those businesses.
On that footing, we see a wide gap between price and value today. Our
intrinsic values across the portfolio have continued to rise with reinvestment
and operating progress, while market prices have not always kept up, leaving
an estimated upside to intrinsic value of about 140%.
Private buyers are acting on similar arithmetic, which is a useful check on
what the screen is missing. Time is on our side because cash generation and
sensible reinvestment compound, and the gap between price and value tends to
close as the economics show through.
Steve Tatters
Director
Phoenix Asset Management Partners Ltd
24 September 2025
.
Top holdings
As at 30 June 2025
Company Sector Holding in Fair value Percentage
Company
£'000
of net assets
%
Barratt Redrow Plc Construction 10,627,626 48,450 14.92
Frasers Group Plc Retail 7,118,886 48,407 14.91
Castelnau Group Limited(#) Financial 51,134,587 40,908 12.60
Lloyds Banking Group Plc Financial 46,586,000 35,722 11.00
Ryanair Holdings Plc Leisure 1,447,150 29,764 9.17
Burberry Group Plc Retail 1,122,325 13,266 4.09
Nintendo Leisure 700,000 12,270 3.78
Bellway Plc Construction 424,815 12,252 3.77
Other holdings (less than 3%) 76,872 23.68
Total holdings 317,911 97.92
Other current assets and liabilities 6,750 2.08
Net assets 324,661 100.00
(#) Castelnau is a multi-sector financial holding company, listed on the
Specialist Fund Segment of the London Stock Exchange. Castelnau is also
managed by Phoenix and its value is excluded from the Company's net assets
when calculating performance fees earned by Phoenix to avoid double charging.
.
Sector Breakdown
As at 30 June 2025
SECTOR Percentage of
net assets
%
Financial* 27.31
Retail 24.54
Construction 19.44
Leisure 16.50
Technology & Entertainment 3.36
Materials 2.41
Automobiles & Components 1.87
Industrials 1.82
Food & Beverage 0.62
Health Care 0.05
Other current assets and liabilities 2.08
Total 100.00
* Includes holding in Castelnau Group Ltd
.
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authority's ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"). The Directors consider that the Chair's
Statement on pages 3 and 4 and the Investment Manager's Review on pages 6 to 7
of this Half Yearly Financial Report provide details of the important events
in the period and their impact on the financial statements. The following
statement on the Principal Risks and Uncertainties, the Related Party
Transactions, the Statement of Directors' Responsibilities, and the Investment
Manager's Review together constitute the Interim Management Report of the
Company for the six months ended 30 June 2025. The outlook for the Company
for the remaining six months of the year ending 31 December 2025 is
discussed in the Investment Manager's Review.
Details of the investments held at the period end and the structure of the
portfolio at the period end are provided on pages 8 and 9.
Principal Risks and Uncertainties
The principal risks and uncertainties faced by the Company are set out on
pages 24 to 26 of the Company's most recent Annual Report, for the year ended
31 December 2024, which can be found on the Company's website at
www.auroraukalpha.com. The Board believes that the Company's principal risks
and uncertainties have not changed materially since the date of the Annual
Report and are not expected to change materially for the remaining six months
of the Company's financial year.
In summary, the principal risks and uncertainties facing the Company comprise:
• Geopolitical and economic risks: including from rising
interest rates, inflation, possible recession, local and global politics; and
disruptive local and global events;
• Investment objective and strategy risks: the investment
policy may not achieve the published investment objective;
• Risks related to the Investment Manager: the Company's
success is closely dependent on the performance of the Investment Manager;
• Discount risk: the return to shareholders could be
compromised by the discount at which the Company's shares trade;
• Operational risks: incorporates, amongst other things, the
potential for errors or irregularities in published information, cyber risks,
business continuity risks, and regulatory risks;
• ESG risks: Portfolio companies could be affected by ESG
factors; and
• Financial Risks: The Company is exposed to liquidity and
other financial risks.
Related Party Transactions
The Company's Investment Manager is Phoenix Asset Management Partners Limited,
("Phoenix" or the "Investment Manager"). Phoenix is considered a related party
in accordance with the Listing Rules. Phoenix does not earn an ongoing annual
management fee. It will be paid an annual performance fee equal to one third
of the outperformance of the Company's net asset value total return (including
dividends and adjusted for the impact of share buybacks and the issue of new
shares) over the FTSE All-Share Index total return for each financial year.
Details of the investment management arrangements are shown in Note 5 on pages
20 and 21 of these accounts.
The Directors are also considered to be related parties. Details of the
Board's remuneration and shareholdings can be found on pages 47 to 51 of the
Company's Annual Report for the year ended 31 December 2024.
Castelnau Group Limited, one of the Company's holdings, is also managed by
Phoenix and is considered a related party.
Going Concern
The financial statements have been prepared on the going concern basis. The
Directors have a reasonable expectation, after making enquiries, that the
Company has adequate resources to continue in existence for at least 12 months
from the date of approval of this Interim Report. In reaching this conclusion,
the Directors have taken account of the principal risks and uncertainties the
Company faces and considered the liquidity of the Company's portfolio of
investments, together with its cash position, income and expense flows.
As at 30 June 2025, the Company held £5,892,000 (30 June 2024: £7,329,000)
in cash and cash equivalents, £308,256,000 (30 June 2024: £197,708,000) in
quoted investments and £9,655,000 (30 June 2024: £476,000) in unquoted
investments. It is estimated that 61.7% of the portfolio could be realised in
seven days under normal conditions. The total operating expenses for the six
months to 30 June 2025 was £559,000 (30 June 2024: £466,000). The total
income during the half-year period was £3,780,000 (30 June 2024:
£1,728,000).
For and on behalf of the Board of Directors
Lucy Walker
Chair
24 September 2025
.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm to the best of their knowledge that:
• The condensed set of financial statements contained within
the Half Yearly Financial Report have been prepared in accordance with
International Accounting Standard 34 "Interim Financial Reporting", gives a
true and fair view of the assets, liabilities, financial position and profit
and loss of the Company; and
• The Interim Management Report includes a fair review of the
information required by 4.2.7R and 4.2.8R of the FCA's DTR Rules.
Approved by the Board on 24 September 2025.
Lucy Walker
Chair
24 September 2025
.
Condensed Income Statement
Note Six months to 30 June 2025 Six months to 30 June 2024
(unaudited)
(unaudited)
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Gains/(losses) on investments - 30,328 30,328 - (1,738) (1,738)
Losses on currency - (26) (26) - (8) (8)
4 Income 3,780 - 3,780 1,728 - 1,728
Gross return 3,780 30,302 34,082 1,728 (1,746) (18)
5 Investment performance fees clawback - - - - 166 166
Other expenses (554) (5) (559) (466) - (466)
Net return before tax 3,226 30,297 33,523 1,262 (1,580) (318)
Tax (153) - (153) (32) - (32)
Net return for the period 3,073 30,297 33,370 1,230 (1,580) (350)
8 Return per share -Basic and diluted 2.7p 26.5p 29.2p 1.6p (2.1)p (0.5)p
The total column of this statement is the Income Statement of the Company,
prepared in accordance with International Financial Reporting Standards
("IFRS"), as adopted by the United Kingdom. The supplementary revenue and
capital columns are presented in accordance with the Statement of Recommended
Practice issued by the AIC ("AIC SORP").
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the period. All
revenue is attributable to the equity holders of the Company.
There is no other comprehensive income, and therefore the net return for the
period is also the total comprehensive income.
The notes on pages 18 to 22 form part of these accounts.
.
Condensed Statement of Financial Position
Note At At
30 June
31 December
2025
2024
(unaudited)
(audited)
£'000
£'000
NON-CURRENT ASSETS
Investments held at fair value through profit or loss 317,911 276,922
CURRENT ASSETS
Trade and other receivables 1,300 1,109
Cash and cash equivalents 5,892 17,076
7,192 18,185
TOTAL ASSETS 325,103 295,107
CURRENT LIABILITIES:
Other payables (442) (1,606)
(442) (1,606)
NET ASSETS 324,661 293,501
EQUITY
7 Called up share capital 28,643 28,665
Share premium account 202,665 202,665
Capital redemption reserve 312 312
Treasury shares - (22)
Other reserve (559) (559)
Capital reserve 89,621 61,534
Revenue reserve 3,979 906
TOTAL EQUITY 324,661 293,501
7 Shares in issue 113,701,549 114,572,742
NAV per share 285.54p 256.17p
The notes on pages 18 to 22 form part of these accounts.
.
Condensed Statement of Changes in Equity
Six months to 30 June 2025 (unaudited)
Note Called- Capital Share Share- Other Treasury Capital Revenue Total
up
redemption
premium
based
reserve
shares
reserve
reserve
£'000
share
reserve
account
payment
£'000
£'000
£'000
£'000
capital
£'000
£'000
reserve
£'000
£'000
Opening equity 28,665 312 202,665 - (559) (22) 61,534 906 293,501
Net return for the period - - - - - - 30,297 3,073 33,370
Ordinary shares bought back and held in treasury - - - - - - (2,210) - (2,210)
7 Share cancellation in relation to 2021 performance fee (22) - - - - 22 - - -
Closing equity 28,643 312 202,665 - (559) - 89,621 3,979 324,661
The notes on pages 18 to 22 form part of these accounts.
.
Condensed Statement of Changes in Equity
Six months to 30 June 2024 (unaudited)
Note Called- Capital Share Share- Other Treasury Capital Revenue Total
up
redemption
premium
based
reserve
shares
reserve
reserve
£'000
share
reserve
account
payment
£'000
£'000
£'000
£'000
capital
£'000
£'000
reserve
£'000
£'000
Opening equity 19,019 312 111,166 166 (219) - 74,999 3,271 208,714
Net return for the period - - - - - - (1,746) 1,230 (516)
Share-based payment credit - - - (166) - - 166 - -
7 Share issuance in relation to 2023 performance fee 54 - 414 - (468) - - - -
Dividends paid - - - - - - - (2,632) (2,632)
Closing equity 19,073 312 111,580 - (687) - 73,419 1,869 205,566
The notes on pages 18 to 22 form part of these accounts.
.
CASH FLOW STATEMENT
Note Six months to Six months to
30 June
30 June
2025
2024
(unaudited)
(unaudited)
£'000
£'000
Net cash inflow from operating activities 11 1,419 1,442
Investing activities
Payments to acquire non-current asset investments 2 (18,792) (9,713)
Receipts on disposal of non-current asset investments 2 8,131 11,992
Net cash inflow from investing activities (10,661) 2,279
Financing activities
Dividends paid 7 - (2,632)
Purchase of shares held in treasury (1,916) -
Net cash outflow from financing activities (1,916) (2,632)
(Decrease)/increase in cash and cash equivalents (11,158) 1,089
Cash and cash equivalents at beginning of period 17,076 6,248
Losses on currency (26) (8)
(Decrease)/increase in cash and cash equivalents (11,158) 1,089
Cash and cash equivalents at end of period 5,892 7,329
The notes on pages 18 to 22 form part of these accounts.
.
NOTES TO THE FINANCIAL STATEMENTS
1. Status of the financial statements
The condensed financial statements contained in this half yearly report do not
constitute statutory accounts as defined in s434 of the Companies Act 2006.
The financial information for the six months to 30 June 2025 and 30 June 2024
has not been audited or reviewed by the Company's external auditor.
The information for the year ended 31 December 2024 has been extracted from
the latest published audited financial statements. Those statutory financial
statements have been filed with the Registrar of Companies and included the
report of the auditor, which was unqualified and did not contain a statement
under Sections 498(2) or (3) of the Companies Act 2006.
No statutory accounts in respect of any period after 31 December 2024 have
been reported on by the Company's auditor or delivered to the Registrar of
Companies.
Returns for the first six months should not be taken as a guide to the results
for the full year.
2. Accounting policies
The half yearly financial information has been prepared in accordance with
IAS34 Interim Financial Reporting. The accounting policies are unchanged from
those used in the last published annual financial statements except where
otherwise stated.
3. Investments held at Fair Value Through Profit or Loss
At At
30 June
31 December
2025
2024
(unaudited)
(audited)
£'000
£'000
Listed securities 308,256 272,105
Unquoted securities 9,655 4,817
Total non-current investments held at fair value through profit or loss 317,911 276,922
Under IFRS13 investment companies are required to disclose the fair value
hierarchy that classifies financial instruments measured at fair value at one
of three levels according to the relative reliability of the inputs used to
estimate the fair values.
Classification Input
Level 1 Valued using quoted prices in active markets for identical assets
Level 2 Valued by reference to valuation techniques using observable inputs other than
quoted prices included within Level 1
Level 3 Valued by reference to valuation techniques using inputs that are not based on
observable market data
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant asset.
Classification At At
30 June
31 December
2025
2024
£'000
£'000
Level 1 308,256 272,105
Level 2 - -
Level 3 9,655 4,817
Total non-current investments held at fair value through profit or loss 317,911 276,922
The movement on the Level 3 unquoted investments during the period/year is
shown below:
At At
30 June
31 December
2025
2024
£'000
£'000
Opening balance 4,817 1,476
Additions during the period/year - 4,681
Unrealised losses at period/year end (5) (1,340)
Transfer from Level 1 to Level 3 4,843 -
Closing balance 9,655 4,817
4. Income
Six months to Six months to
30 June 2025
30 June 2024
£'000
£'000
Income from investments:
UK dividends 2,372 1,136
Overseas dividends 1,283 415
Other income:
Deposit interest 125 177
Total income 3,780 1,728
5. Investment management fees
The Company's Investment Manager does not earn an ongoing annual management
fee, but is instead paid an annual performance fee equal to one third of any
outperformance of the Company's NAV per share total return (including
dividends and adjusted for the impact of share buybacks and the issue of new
shares) over the FTSE All-Share Index total return for each financial year.
The total annual performance fee is capped at 4% per annum of the NAV of the
Company at the end of the relevant financial year if the NAV per share has
increased in absolute terms over the period and 2% if the NAV per share has
decreased in absolute terms over the period. Any outperformance that exceeds
these caps will be carried forward and only paid if the Company outperforms,
and the annual cap is not exceeded, in subsequent years.
The performance fee is subject to a high-water mark so that no fee will be
payable in any year until all underperformance of the Company's net asset
value since the last performance fee was paid has been made up.
Performance fees are settled by issuance of the Company's ordinary shares.
Such shares are issued at the NAV per share on the date of issue, so that the
then current value of the shares equates in terms of NAV to the performance
fees liability.
Any part of the performance fee that relates to the performance of Phoenix SG
will be accrued but will not be paid until such time as the Company's
investment in Phoenix SG has been realised or is capable of realisation. The
position will be reviewed at that time by reference to the realised proceeds
of sale or the fully realisable value of Phoenix SG as compared to the
original cost of acquisition.
Any performance of Castelnau Group Limited will be excluded from the
calculation of the performance fee payable by the Company to Phoenix.
All other performance fees are subject to a review and clawback procedure if
the Company underperforms its benchmark over a period of three years following
the end of the financial year in respect of which the relevant fee was paid.
Shares received by the Investment Manager under this arrangement must be
retained by the Investment Manager throughout the three-year period to which
the clawback procedure applies.
As a result of the above all or any part of the performance fees might become
recoverable. The Company reflects this in the charge recognised in subsequent
accounting periods within the vesting period of the Investment Manager through
the true-up mechanism in IFRS 2.
No performance fee has been charged in the Income Statement for the period
ended 30 June 2025 (30 June 2024: £nil). A credit of £166,000 relating to
the reversal of IFRS 2 charges previously recorded has been recognised in the
Income Statement for the period ended 30 June 2024.
6. Dividends
Following the payment of a 3.0 pence per share interim dividend in December
2024, no final 2024 dividend was recommended for payment.
7. Share capital
At At
30 June
31 December
2025
2024
Ordinary Shares of 25p allotted, called up and fully paid (£'000) 28,643 28,665
(Number) 114,752,742 114,661,838
Shares in issue with full voting rights Six months ended Year
30 June
ended
2025
31 December
(Number)
2024
(Number)
Opening 114,572,742 76,078,460
Shares issued - 38,583,378
Shares clawed back into treasury - (89,096)
Shares purchased into treasury (871,193) -
Closing shares in issue with full voting rights 113,701,549 114,572,742
Treasury Shares:
Opening 89,096 -
Shares clawed back into treasury - 89,096
Shares purchased into treasury 871,193 -
Shares cancelled from treasury (89,096) -
Closing shares held in treasury 871,193 89,096
The Company has a single share class, being ordinary shares that each have a
nominal value of 25p, and has not issued any other forms of security.
The Company has a Block Listing Facility which was last renewed on 17 April
2020. As at period end, 14,245,062 shares remained unallotted under the
facility.
No shares were issued under the Block Listing Facility, or otherwise, during
the six months to 30 June 2025. During the year ended 31 December 2024 the
Company issued 214,264 shares at an average price of 261.78p per share to the
Company's Investment Manager, representing the performance fee earned for the
year ended 31 December 2023. These are subject to a three-year lock-in and
clawback period from the date of their issue.
On 29 November 2024 the Company issued 38,369,114 shares to holders of Artemis
Alpha Trust plc ("ATS") shareholders, at a deemed price of 262.58p per share,
in consideration for the transfer to the Company of approximately £101
million of net assets from ATS.
During the six months to 30 June 2025 the Company bought back into treasury
871,193 ordinary shares, at an average price of 253.47p per share. The Company
did not purchase any of its own shares during the year ended 31 December 2024.
The clawback period on restricted shares issued to the Investment Manager in
relation to the performance period ended 31 December 2021 finished on 31
December 2024 and 89,096 shares originally issued to the Investment Manager
were clawed back. These were cancelled in January 2025.
8. Return per share
The capital, revenue and total return per share are based on the net return
shown in the Income Statement and the weighted average of 114,426,991 (30 June
2024: 76,239,060) shares in issue during the period.
9. Transactions with Related Parties and Investment Manager
The Board of Directors are key management personnel of the Company and
therefore related parties. Fees payable to the Directors in respect of the
period to 30 June 2025 were £72,000 (30 June 2024: £70,000).
Phoenix Asset Management Partners Limited ("Phoenix"), the Company's AIFM and
Investment Manager, and Castelnau Group Limited ("Castelnau") are related
parties under the Listing Rules. Castelnau is a related party as the Company
is a substantial shareholder under the UK Listing Rules.
There were no transactions between the Company and Castelnau during the six
months ended 30 June 2025. Fees payable to the Investment Manager are detailed
in the Income Statement and Note 5.
.
ALTERNATIVE PERFORMANCE MEASURES
Annualised ongoing charges
A measure of the regular, recurring annual costs of running an investment
company, expressed as a percentage of average net assets. The measure is
calculated by expressing the regular expenses of the year as a percentage of
the average net assets during the year.
At At
30 June 2025
31 December 2024
(unaudited)
(audited)
£'000 £'000
Average NAV a 305,432 215,951
Annualised expenses b 1,108 1,118
Non-recurring credit c 30 152
Annualised ongoing expenses d=b-c 1,078 966
Annualised ongoing charges figure d÷a 0.35% 0.45%
Share price discount to NAV per share
The amount, expressed as a percentage, by which the share price is less than
the NAV per share.
At At
30 June 2025
31 December 2024
(unaudited)
(audited)
NAV per share a 285.54p 256.17
Share price b 257.00p 227.00p
Discount (b-a)÷a (10.0)% (11.4)%
Total returns
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of dividends paid out by the
Company on the ex-dividend date.
Six months to Year to
30 June 2025
31 December 2024
(unaudited)
(audited)
NAV per Share NAV per Share
share
price
share
price
Opening balance a 256.17p 227.00p 274.34p 247.00p
Closing balance b 285.54p 257.00p 256.17p 227.00p
Price movement c=(b-a)÷a 11.5% 13.2% (6.6)% (8.1)%
Impact of dividend reinvestment d 0.0% 0.0% 2.4% 2.6%
Total returns c+d 11.5% 13.2% (4.3)% (5.5)%
Net Asset Value per Share (NAV per share)
The Company recognises performance fees and clawbacks on fees paid in prior
performance periods under IFRS 2 - Share Based Payment in its annual and half
year financial statements. However, for the purposes of the Company's
unaudited NAVs that are announced daily to the London stock exchange and other
regulatory information services the current performance fee, and any clawback
on fees paid in prior performance periods, are recognised on a liability
basis, which diverges from the Company's accounting policy.
The table below is a reconciliation between the NAV per share as at 30 June
2025 announced on the London Stock Exchange on 1 July 2025 and the NAV per
share disclosed in these financial statements. The difference is principally
the result of amortising performance fees over the vesting period in
accordance with IFRS 2 - Share-based Payment in these financial statements,
whereas the NAV per share as at 30 June 2025 published on 1 July 2025 treated
the performance fee clawback as receivable on 30 June 2025, in accordance
with the investment management agreement. The remaining reconciling balances
relate to adjustment of the unquoted investment valuations and expenses, due
to timing lag.
NAV Reconciliation
NAV NAV
(£'000)
per share
End of period NAV as published on 325,064 285.89p
1 July 2025
Reversal of performance fee clawback accounted for under non-IFRS2 approach (561) (0.49)p
Adjustments on final valuation of unquoted investments and expenses 158 0.14p
NAV as disclosed in this half yearly report 324,661 285.54p
NAVs and performance quoted on the Company's website, other than within the
Interim and Annual Reports, are based on the unaudited daily NAVs.
.
Frostrow Capital LLP
Company Secretary
020 3709 8733
24 September 2025
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