REG - Chelverton UK DivTst - Annual Financial Report
10/07/2025 18:30
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RNS Number : 6378Q Chelverton UK Dividend Trust PLC 10 July 2025
Chelverton UK Dividend Trust PLC
Legal Entity Identifier (LEI): 213800DAF47EJ2HT4P78
Annual Results for the year to 30 April 2025
Printed copies of the Annual Report will be sent to those shareholders who
have opted in to receive communications from the Company shortly. Additional
copies may be obtained from the Company Secretary: Apex Fund Administration
Services (UK) Limited, Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY.
The financial information set out below does not constitute the Company's
statutory accounts for the year ended 30 April 2025. The financial
information for 2025 is derived from the statutory accounts for that
year. The auditors, Johnston Carmichael LLP, have reported on the 2025
accounts. Their report was unqualified and did not include a reference to any
matters to which the auditors draw attention by way of emphasis without
qualifying their report. The financial information for 2024 is derived from
the statutory accounts for that year. The following text is copied from the
Annual Report and Accounts.
Strategic Report
Financial Highlights
30 April 30 April
Capital 2025 2024 % change
Total gross assets (£'000) 30,328 52,231 (41.93)
Total net assets 29,867 33,521 (10.89)
(£'000)
Net asset value per Ordinary 133.04p 155.59p (14.49)
share
Mid-market price per Ordinary 128.50p 145.50p (11.68)
share
(Discount)/premium (3.41%) (6.48%)
Net asset value per Zero Dividend Preference share - 128.11p (100)
2025
Mid-market price per Zero Dividend Preference share - 120.00p (100)
2025
Discount - (6.33%)
Year ended Year ended
30 April 30 April
Revenue 2025 2024 % change
Return per Ordinary 13.32 12.70p 4.72
share
Dividends declared per Ordinary 13.00 12.60p 3.17
share
Total return
Total return on Group's net asset value per (7.17%) 0.30%
share*1
Ongoing 2.79% 2.73%
charges**1
Ongoing 1.96% 1.72%
charges***1
Dividend yield 10.12% 8.66%
* Adding back dividends paid in the year.
** Calculated in accordance with the Association of Investment
Companies ('AIC') guidelines. Based
on total expenses, excluding finance costs, for the year and
average net asset value.
*** Based on gross assets.
1These are alternative performance measures ('APM') (see APM glossary for
further information).
Chairman's Statement
I am pleased to present to shareholders the Company's Annual Report for the
financial year ended 30 April 2025.
The world remains subject to major geopolitical uncertainties as a result of
the continuing conflicts in Ukraine and the Middle East and the spectre of
global trade wars resulting from President Trump's threatened tariffs on US
imports, in addition to his puzzling and inconsistent stances on foreign
policy.
In the UK the recent local government elections and the simultaneous
parliamentary by-election have created further political uncertainty. The
successes achieved by Reform UK, and their sudden espousal of hitherto
left-wing policies such as the removal of the cap on child benefits, are a
further demonstration of the political impact of populism. Over the next few
years we will discover whether these election results represent a protest
vote, or a fundamental shift in political allegiances.
With regard to the UK economy, there have been signs of growth and some
reduction in interest rates, but markets and businesses await the full impact
of the budget, with concerns for the effects on GDP, inflation and employment;
this is particularly so in the service sectors which form such a large part of
the country's economy.
Results
The Company's net asset value per share at the recent year end was 133.04p, a
reduction of 14.5% since 30 April 2024. During the year total dividends of
13.0p per share were proposed and paid, compared to
12.6p the previous year. This was the 15th year of consistent increases. Over
the reporting period, the Company delivered a total return on Group's net
asset value per share of -7.17%. In comparison, the AIC UK Equity Income
sector recorded a share price total return of 10.92% and a NAV total return of
8.90%.
As further described in the next section of this Statement, during the period
the Company incurred a capital loss of £5.162 million, largely in the course
of realising investments in order to repay the SDV 2025 ZDP PLC zero dividend
preference ('ZDP') shares and reorganising the portfolio so as to balance the
objectives of income and capital upside. This capital loss was partially
offset by revenue of £2.925 million received during the period, resulting in
a total net loss for the year of £2.237 million (2024: £4 million).
Capital Structure and Dividend
Although at 30 April 2025 the Company's Ordinary shares were trading at a
small discount to net asset value, they were at a premium to net asset value
for the majority of the period. This enabled the Company to issue 905,000 new
ordinary shares at a small premium to net asset value.
Nevertheless, the reduction in net asset value per share over the year
reflected a significant deterioration in the market for the smaller and
mid-cap UK companies in which we invest. In addition, a sudden and unpredicted
reduction in positive sentiment towards ZDP shares, particularly in our
sector, had a negative effect on the Company's recent attempt to replace the
gearing provided by the ZDP shares issued by our subsidiary SDV 2025 ZDP PLC
upon their planned repayment on 30 April 2025. As announced on 24 April,
whilst there was a reasonable level of demand this was not sufficient to
achieve the minimum size of issue required by the UKLA and therefore the issue
of new ZDP shares did not proceed. Since the 2025 ZDP shares were repaid on 30
April the Company has had no gearing.
The necessary sale of assets was completed ahead of the 30 April redemption
date of the 2025 ZDPs at a time that, unfortunately, coincided with a volatile
stock market, mostly due to extraneous factors such as concerns over the
global effects of US tariffs. Whilst the Investment Manager did an excellent
job of ensuring a balanced portfolio remains intact, the preservation of this
balance made it necessary to realise certain holdings at prices below their
carrying values. The resulting losses on certain holdings were unavoidable
owing to the overriding need to meet the redemption date of the 2025 ZDPs.
The Investment Manager is confident of the prospects for both income growth
and capital appreciation from the reduced portfolio of small and mid-cap
investments and the net assets of the Company remain of a similar size to
before the ZDP redemption. The underlying income yield from the portfolio
remains broadly unchanged, but with the absence of ZDPs to provide gearing for
the portfolio and the reduction in gross assets following the disposals
necessary to fund the repayment of the ZDP shares, the absolute level of
income has declined and consequently it will not be possible to maintain the
same level of dividend as hitherto.
However, the level of revenue reserves has been built up consistently over
many years and at 30 April 2025 these reserves amounted to £2.882m,
equivalent to the total dividends for the latest financial year. As announced
on 9 May, in the absence of a ZDP issue to provide a geared effect and enhance
the revenue stream, the Board has resolved to use the reserves to supplement
the income from the restructured portfolio of net assets in order to pay a
dividend of 10.0p per share for the next three years, subject to market
conditions at the time but assuming no increase in underlying portfolio
income. This level of dividend will provide a yield of 7.0% based on the share
price of 142.0p on 2 July 2025.
Outlook
Despite the uncertainties, we remain confident in the prospects for small and
mid-cap companies, whose market rating is historically low. The Board has been
advised by the Investment Manager that the necessary rebalancing of the
portfolio has been achieved without any deterioration in its quality and we
believe it now offers a compelling combination of an attractive dividend yield
and the potential for capital upside from any recovery in the UK small and
midcap market. As market circumstances develop the Board will seek
opportunities to reintroduce gearing into the Company's structure.
Howard Myles
Chairman
10 July 2025
Investment Manager's Report
Macro Overview
For the last few years, even probably from the EU Referendum in 2016, each of
our financial years has been punctuated by extraordinary UK domestic events
and seemingly "cataclysmic" world events that have absorbed the mainstream
media, have filled newspaper column inches, the discussion programmes on
television and, of course, the ever burgeoning, active and provocative social
media.
The year we are reporting on has been no different. We have had the
continuation of the war between Russia and Ukraine following Russia's invasion
in February 2022. This has now been ongoing for more than three years and
discussions have, at least recently, commenced to try and draw an end to this
bloody and destructive conflict. Whilst Russia might well end up retaining the
territory it has taken, this tiny increase in land mass amounts to a few
percentage points at a great cost of Russian and Ukrainian life and
destruction of the infrastructure. Despite the unsatisfactory outcome of
negotiations to date, it is hoped that discussions between Ukraine and Russia
develop more positively in the future and that this conflict comes to an end
with a sustainable peace agreement.
The attack on Israel by Hamas in October 2023, the subsequent reaction of
Israel, the short period of ceasefire and exchange of hostages has now been
followed by an escalation of the conflict. This turmoil has led not only to
political volatility in the Middle East, voter polarisation in certain
constituencies in the UK General Election and an increase in the whole ongoing
debate about the great movement of people from the Middle East and Sub-Saharan
Africa.
Ignoring the events of the past few weeks, for the present, in 2024 we saw the
company year commence with inflation at a much-reduced rate of 2.3% (based on
the Consumer Price Index) down from the elevated rates in the previous 12
months. This decline continued to a low of 1.7% in September and an uptick
since then to its current level of 3.5% at the end of April 2025. However,
this significant increase has been driven by one-off items, a number driven by
the Government, with increases in regulated prices, and does not represent a
core demand led increase. The Bank of England forecasts a rise to 3.7% in the
first half of this year followed by a decline thereafter to 2%. This forecast
reduction is underpinned by the significant decline in the gas price of some
34% and the price of oil by some 12% since the beginning of 2025.
Whilst the Bank of England had started to reduce interest rates, having cut
their base rate from 5.25% in four 0.25% reductions to 4.25%, over the same
period the European Central Bank has reduced its deposit rates from 4.0% to
2.0%. It is to be hoped that the minority members of the Monetary Policy
Committee who recently voted for a 0.5% reduction at the last rate setting
will hold more sway going forward.
This is important to the fund as elevated rates have an impact on consumer
spending and the public's disposable income. With "inflation busting" pay
rises and the significant increase of 28.5% in the National Living Wage over
the past three years, wages are now recovering some previous losses and with
inflation expecting to trend down to 2%, positive real wage growth has
reemerged. Coupled with a gentle reduction in mortgage rates, the pressure on
most household budgets will be easing.
The election of a new Labour Government on 5 July 2024 with a large majority
was fully anticipated after 14 years of Conservative rule. It was expected,
and hoped, that the new government would arrive in office with fully thought
through plans to create the conditions for growth that had been a major theme
of the Labour manifesto. What has been so disappointing to date has been the
lack of a clear plan and, indeed, the introduction of various measures which
will generate no growth or wealth, but which have absorbed the government's
capacity, time and maybe even limited cash resources. The biggest direct
impact for every company in the UK, has been the changes to the National
Insurance rates and thresholds which have increased the employment costs.
Obviously, every company has since the Autumn Budget developed plans to
mitigate this cost by a combination of a reduction in employment, a moderated
increase in wage rates for 2025 and further sales price increases.
Finally, the recent turmoil caused by the President of the United States on
the introduction of specific tariffs across the world and then, in the past
few weeks, a 90-day pause has led to uncertainty. Given the portfolio
companies are highly UK-centric and have modest sales to the USA it is
difficult to see significant consequences of these actions, although some
investment decisions may be delayed in the short term. In fact, it may well be
that the products sourced in China become cheaper because China's major market
has been effectively closed and the manufacturers seek new markets. In
addition, as almost all overseas buying is priced in USD, the recent weakness
in the USD against sterling should also provide a positive tailwind. However,
all of this turmoil and uncertainty could well lead to a reduction in economic
activity.
The latest GDP figures continue to show modest growth. Whilst the increase of
0.5% in February 2025 should be taken with caution the trend over the past 18
months shows that the economy has been growing, albeit modestly, since the
latter part of 2023. Overall, and confirmed by the latest GDP figures for the
UK, services, production and construction all grew at the same time. From our
experience of dealing largely with UK centric companies there is a mood,
outside of the mainstream media, that the UK "is getting on with getting on",
that companies are managing what is being presented to them, continuing to
drive costs savings, and investing and innovating to produce productivity
growth.
Records show that British households have had an elevated savings ratio since
the first lockdown for Covid 19 in 2020. Households have increased their
savings, and these increases have coincided with cost-of-living pressures,
weak consumer confidence and slower growth in household consumption. It is to
be hoped that, as inflation falls and interest rates reduce with a modest
uptick in growth, some of these funds will be released and will provide a
further boost to the UK economy.
In the past we have talked about the unprecedented and continuing level of
share buybacks by UK quoted companies. For the past 12 months this has
continued and is spread across the portfolio. It appears that almost all
companies have shareholder approval to buyback shares and are putting these
programmes in place. It is no surprise that so many of the portfolio companies
are buying back their shares as we invest in companies with strong balance
sheets, strong cash flows and which are already paying dividends. If the
Boards of these companies, consider their shares to be too cheap it is an easy
step to justify a buyback programme.
As shareholders we support these initiatives as a shrinking of the share
capital means that the dividend becomes better covered and more secure, and
when consistent buying demand for these shares returns, as it will, one could
logically expect a sharp recovery in share prices.
Portfolio Review
As highlighted above, the year to April 2025 has been particularly volatile,
culminating in an extreme risk-off period in April 2025 post President Trump's
sweeping tariff announcements, which were far more draconian than many
commentators had expected. This, combined with the continued allocation away
from UK equities by global asset allocators, resulted in a challenging period
for UK small and midcap equities. During the period the Company's NAV fell
14.5% to 133.04p at 30th April 2025. Post the year-end, this has recovered
somewhat, standing at 148.99 on 2 July 2025. During the reporting period, the
Company incurred an investment loss of
£3,529,000 (2024: loss of £1,627,000) primarily driven by the need to sell
assets in April 2025 to fund the repayment of the ZDPs. During the year our
biggest positive contributor to performance was Alumasc. Despite the
well-publicised challenges facing UK RMI exposed business, Alumasc has
continued to win market share and consistently meet market expectations. This
strong performance resulted in a c.87% share price increase over the year,
bucking the trend of the wider market. Personal Group also contributed
strongly by delivering on market expectations under a new management team,
while Ramsdens benefited from the higher gold price. On the downside
Severfield and Ultimate Products were the largest detractors from performance.
Severfield ran into the twin issues of a slower market for its structural
steel products and the identification of an issue with some of its bridge
structures, which resulted in a significant negative exceptional item.
Ultimate Products has struggled to pass on inflationary cost increases while
also suffering from weaker consumer demand for homeware products, including
air fryers.
Corporate activity has remained a theme throughout the year to April 2025, an
indicator of the low valuations currently being seen in the UK SMID market.
Bank of Cyprus and N Brown were both subject to cash takeovers in the year. i3
Energy was acquired by the US listed company Gran Tierra and we sold the
converted Gran Tierra shares on receipt.
As well as the aforementioned stocks that were subject to corporate activity
in FY'25, Bakkavor received and accepted a bid offer in April 2025 and, as
such, is still held in the portfolio. Up to the end of March we exited twelve
positions entirely in the year. Tyman, I-Energizer, T Clarke, Genuit Group,
Randall & Quilter, Marshalls, Vector Capital, The Works, Watkin Jones,
PPHC and Close Brothers were sold entirely on dividend yield grounds.
Shareholdings were reduced in seventeen positions, including RTC Group,
Diversified Energy, Paypoint, Hargreaves Services and Gateley.
As previously discussed, the proposed rollover of the 2025 ZDP shares did not
proceed. As a result, in the month of April 2025, we undertook a series of
asset sales from within the portfolio to allow for the full redemption of the
2025 ZDP shares at a realised loss of around £5 million. As part of this
process, we sold our positions in an additional nine holdings, these being
Aferian, DFS, Headlam, Marstons, Oxford Metrics Group, Property Franchise
Group, Springfield Properties, Vanquis and Portmeirion. We also sold down
positions in a further fifty-four holdings, to right size our portfolio
appropriately. While this was not our preferred outcome, we were pleased that
we were able to make sales across the vast majority of our portfolio, despite
the timing being at the height of the tariff led market volatility. This has
resulted in a remaining portfolio which we are confident has a strong mixture
of dividend income and capital growth potential.
Nine new holdings were added to the Company's portfolio in the year, including
discount retailer B&M European Bargain Stores, investment manager
Foresight Group, chemicals company Johnson Matthey, British retailer Pets at
Home, British engineered ceramics company Vesuvius and high-performance
polymer company Victrex.
Outlook
We have written repeatedly in recent years about our confidence in both the
quality of the underlying companies in our portfolio and the ability of the
respective management teams to navigate the continued macro shocks in such a
way that our portfolio holdings will emerge leaner and stronger as the market
recovers. This undoubtedly remains true, but has not been reflected in share
prices/ratings. More recently however, the combination of global trade
uncertainty and an improving UK domestic picture, led by falling mortgage
rates, has resulted in a long-awaited pickup in demand for UK domestic stocks.
While we expect the short-term uncertainty to result in some difficulty for
names exposed to global GDP and frictionless trade, the natural domestic bias
within this portfolio ought to leave it relatively well placed, especially if
the recent positive shift in investor sentiment towards UK equities can be
sustained. The past few years has seen a marked shrinkage in the available UK
equity base through a combination of share buybacks, takeovers and a lack of
IPOs. Any sustained shift in investor sentiment, combined with a stable
domestic economy could see the small and midcap market in which we operate
start to revert to its long-term outperformance versus large caps, reversing
the trend of the last few years.
David Horner
Chelverton Asset Management Limited
10 July 2025
Breakdown of Portfolio by Industry
at 30 April 2025 Market value % of
Bid
Market sector £'000 portfolio
Banks 819 2.90
Basic Resources 612 2.10
Construction & Materials 2,449 8.70
Consumer Products and Services 939 3.40
Energy 694 2.40
Financial Services 4,699 16.80
Food, Beverage & Tobacco 1,881 6.70
Health Care 585 2.10
Industrial Goods & Services 6,936 24.90
Insurance 2,786 10.00
Media 931 3.40
Personal Care, Drugs & Grocery Stores 0 0.00
Real Estate 675 2.40
Retail 2,549 9.10
Technology 554 2.00
Telecommunications 855 3.00
Travel & Leisure 3 0.10
27,967 100.0
Portfolio Statement
at 30 April 2025 Market % of
value
Security Sector £'000 Portfolio
Hargreaves Services Industrial Goods & Services 915 3.3
Stelrad Construction & Materials 910 3.2
Smiths News Industrial Goods & Services 875 3.1
MTI Wireless Edge Telecommunications 855 3.0
Arbuthnot Banking Banks 819 2.9
Chesnara Insurance 771 2.8
Duke Royalty Financial Services 734 2.6
MP Evans Food, Beverage & Tobacco 660 2.4
Epwin Group Construction & Materials 621 2.2
Wynnstay Group Food, Beverage & Tobacco 620 2.2
Bakkavor Food, Beverage & Tobacco 601 2.1
One Health Group Health Care 585 2.1
Kier Group Construction & Materials 581 2.1
Wickes Retail 569 2.0
Personal Group Holdings Insurance 558 2.0
MoneySuperMarket Technology 554 2.0
Zigup Industrial Goods & Services 546 2.0
Hansard Global Insurance 538 1.9
TP ICAP Financial Services 512 1.8
Ramsdens Holdings Financial Services 510 1.8
B&M European Value Retail Retail 504 1.8
ME Group Consumer Products & Services 503 1.8
Dunelm Retail 495 1.8
STV Media 491 1.8
Polar Capital Holdings Financial Services 489 1.7
Paypoint Industrial Goods & Services 471 1.7
Sabre Insurance Insurance 471 1.7
VP Industrial Goods & Services 456 1.6
Fonix Mobile Industrial Goods & Services 450 1.6
Conduit Insurance 448 1.6
ITV Media 440 1.6
Coral Products Industrial Goods & Services 439 1.6
Ultimate Products Consumer Products & Services 436 1.6
Somero Industrial Goods & Services 420 1.5
Orchard Funding Group Financial Services 403 1.4
Spectra Systems Retail 392 1.4
Lendinvest Financial Services 390 1.4
Gateley Industrial Goods & Services 384 1.4
Diversified Energy Energy 376 1.3
Castings Industrial Goods & Services 372 1.3
Regional REIT Real Estate 358 1.3
Pets at Home Group Retail 355 1.3
OSB Group Financial Services 355 1.3
Speedy Hire Industrial Goods & Services 343 1.2
Alumasc Group Construction & Materials 337 1.2
Johnson Matthey Chemicals 321 1.1
Serica Energy Energy 318 1.1
Palace Capital Real Estate 317 1.1
Premier Miton Group Financial Services 300 1.1
Liontrust Asset Management Financial Services 296 1.1
Victrex Chemicals 291 1.0
FDM Group Industrial Goods & Services 281 1.0
RWS Industrial Goods & Services 268 1.0
Cavendish Financial Financial Services 267 1.0
Vesuvius Industrial Goods & Services 257 0.9
Gattaca Industrial Goods & Services 244 0.9
Topps Tiles Retail 234 0.8
Foresight Group Holdings Financial Services 222 0.8
RTC Group Industrial Goods & Services 215 0.8
DSW Capital Financial Services 198 0.7
Sancus Lending Group Financial Services 23 0.1
The Reval Collective Travel & Leisure 3 0.1
Total Portfolio 27,967 100.0
Investment Objective and Policy
Having provided a capital return sufficient to repay on 30 April 2025 the full
final capital entitlement of the Zero Dividend Preference shares issued by the
wholly-owned subsidiary company, SDVP, and despite not replacing these with a
new issue of ZDPs, the investment objective of the Company is still to provide
Ordinary shareholders with a high income and the opportunity for capital
growth.
The Company's investment policy is that:
· The Company will invest in equities in order to achieve its investment
objectives, which are to provide both income and capital growth, predominantly
through investment in mid and smaller capitalised UK companies admitted to the
Official List of the UK Listing Authority and traded on the London Stock
Exchange Main Market, traded on AIM, or traded on other qualifying UK
marketplaces.
· The Company will not invest in preference shares, loan stock or notes,
convertible securities or fixed interest securities or any similar securities
convertible into shares; nor will it invest in the securities of other
investment trusts or in unquoted companies. The Company may retain investments
in companies which cease to be listed after the initial investment was made,
so long as the total is non-material in the context of the overall portfolio;
however, the Company may not increase its exposure to such investments.
Performance Analysis using Key Performance Indicators
At each quarterly Board meeting, the Directors consider a number of key
performance indicators ('KPIs')
to assess the Group's success in achieving its objectives, including the net
asset value ('NAV'), the dividend
per share and the total ongoing charges.
• The Group's Consolidated Statement of Comprehensive Income is set out on
page 57.
• A total dividend for the year to 30 April 2025 of 13.00p (2024: 12.60p)
per Ordinary share has been
declared to shareholders by way of three payments totalling 9.75p per Ordinary
share plus a planned
fourth interim dividend payment of 3.25p per Ordinary share.
• The NAV per Ordinary share at 30 April 2025 was 133.04p (2024: 155.59p).
• The ongoing charges (including investment management fees and other
expenses but excluding
exceptional items) for the year ended 30 April 2025 were 2.79% (2024: 2.73%).
The increase in the annualized ongoing charges is primarily due to the
decrease in NAV during the year. Going forward, due
to the redemption of the ZDP shares and the resultant reduction in chargeable
gross assets, the ongoing charge is expected to fall from 2.79% to 2.38%.
Principal Risks
The Directors confirm that they have carried out a robust annual assessment of
the principal and emerging risks facing the Company, including those that
would threaten its objectives, business model, future performance, solvency or
liquidity. The Board regularly monitors the principal risks facing the
Company, the likelihood of any risk crystallising, the potential implications
for the Company and its performance, and any additional mitigation that might
be introduced. The Board maintains and regularly reviews a matrix of risks
faced by the Company and the associated controls in place to mitigate those
risks. Emerging risks, such as the conflict in the Middle East, the ongoing
conflict in Ukraine and the impact on supply chains from disruption to
shipping through the Suez Canal are actively discussed to ensure that any such
risks are adequately identified and are mitigated, as far as is reasonably
practicable. Any emerging risks that are identified and which are considered
to be of significance to the Company will be recorded within the risk matrix,
together with any mitigants. The emerging risks referred to above are not
deemed of sufficient significance to the Company to be added to the risk
matrix; however, this is reviewed regularly. Mitigation of risks is primarily
sought and achieved in a number of ways as set out below:
Market risk
The Company is exposed to UK market risk due to fluctuations in the market
prices of its investments.
The Investment Manager actively monitors economic performance of investee
companies and reports regularly to the Board on a formal and informal basis.
The Board meets formally with the Investment Manager on a quarterly basis when
the portfolio transactions and performance are discussed and reviewed to
ensure that the Investment Manager is managing the portfolio within the scope
of the investment policy.
The Company may hold a proportion of the portfolio in cash or cash equivalent
investments from time to time. Whilst during positive stock market movements
the portfolio may forego potential gains as a result of maintaining such
liquidity, during negative market movements this may provide downside
protection.
Discount volatility
The Board recognises that, as a closed-ended company, it is in the long-term
interests of shareholders to reduce discount volatility and believes that the
prime driver of discounts over the longer term is performance. The Board is
pleased to report that discount volatility improved with the Company's
stronger. The Board and its advisers continue to monitor the Company's
discount levels and shares may be bought back in future should it be
considered appropriate to do so by the Board, taking into account the size of
the Company and liquidity in the market in its shares.
Regulatory risk
A breach of Companies Act provisions or Financial Conduct Authority ('FCA')
rules may result in the Group's companies being liable to fines or the
suspension of either of the Group companies from listing and from trading on
the London Stock Exchange. Furthermore, the Company must comply with the
requirements of section 1158 of the Corporation Tax Act 2010 to maintain its
investment trust status. The Board, with its advisers, monitors the Group's
regulatory obligations both on an ongoing basis and at quarterly Board
meetings.
Financial risk
The financial position of the Group is reviewed via detailed management
accounts at each Board meeting
and both financial position and controls are monitored by the Audit Committee.
A more detailed explanation of the financial risks facing the Group is given
in note 21 to the financial statements on pages 75 to 80.
Gearing
Up until 30 April 2025, the Company's shares were geared by the ZDP shares.
The Company's Ordinary
shares were regarded as carrying above average risk since a positive NAV for
the Company's shareholders
was dependent upon the Company's assets being sufficient to meet the
redemption of ZDP shares.
Notwithstanding this, the Company had always had sufficient assets to achieve
the final entitlement of the
ZDP shareholders as well as delivering an acceptable return to Ordinary
shareholders. As a consequence
of the gearing, a decline in the value of the Company's investment portfolio
would have resulted in a greater
percentage decline in the NAV of the Ordinary shares and vice versa. The
Investment Manager sought to
mitigate the gearing risk by maintaining a diverse portfolio of investments to
reduce exposure to any single
source of risk.
Due to the repayment of the ZDPs in the year and the insufficient demand to
replace these ZDPs, the Investment Manager was required to sell assets to meet
the ZDP repayment obligation. These sales took place during a period of
market turmoil, during initial US trade tariffs announcements, and as a
result, losses of circa £5 million were realised.
The ZDP shares issued by the Company's subsidiary were redeemed on 30 April
2025. In anticipation of the
redemption of ZDP shares, the Company established a further subsidiary, SDV
2031 ZDP PLC, with the intention
of issuing replacement ZDP shares via that entity. At the time of the
redemption, there was insufficient demand
to replace the ZDP shares with a further issue of ZDP shares via the new
Subsidiary, 2031 ZDPCo. However,
2031 ZDPCo remains in existence with a fully paid up share capital of
£50,000. As the Company was not able
to refinance, the Company's total assets have been materially reduced, however
the Company still has net
assets of £34.0m as at 2 July 2025, across a diversified portfolio of small
and midcap companies and the Board
and Manager remain confident in both the Company's prospects and growth of its
investment portfolio. As of
this date, the Company has no borrowings or gearing. The Company does not need
to raise funds or re-finance through either an issue of ZDPs or to take on
bank debt to meet its stated three-year objectives but if an attractive
opportunity of the former presented itself, the Board would consider as
appropriate.
Viability and Going Concern
The present portfolio is now ungeared, as explained above, and the Board and
Investment Manager have expressed confidence in its future prospects. Whilst
the risk to ordinary shareholders inherent in gearing has been removed, the
Board acknowledges that, due to the reduction in gross assets, either very
severe underperformance by the Investment Manager or a prolonged bear market
both pose risks to the Company's viability. Neither are considered very likely
on a three-year view. The reduction in gross assets as a result of the
unsuccessful attempt to refinance the Company means that the previous level of
dividend is unable to be maintained. To partially offset this reduction in
dividend, it is the Board's intention to utilise the Company's substantial
revenue reserve to maintain a dividend of 10p per annum (2.5p per quarter) for
the next three years, under normal circumstances.
Political risk
The Board recognises that changes in the political landscape may substantially
affect the Company's
prospects and the value of its portfolio companies. The Board and Investment
Manager continue to monitor
any developments in respect of the war in Gaza, the impact of sanctions
imposed on Russia as a result of
the war in Ukraine and potential tariffs imposed on US imports. The Company
has no exposure to Israeli or
Russian stocks within its investment portfolio, hence there was no requirement
to amend the Company's
investment policy. Potential future changes to the UK's trade policies and
regulatory landscape, including
corporate taxation could impact the Company and its portfolio companies. The
Board and Investment
Manager regularly monitor and assess the UK and wider geopolitical landscape
and the management teams
of the underlying investment companies also have the ability to adapt their
business models to adjust to
any material changes in the regulatory environment.
Loss of key personnel
The Board recognises the crucial part the Investment Manager plays in the
ongoing success of the Company's performance and that the Company is
substantially dependent on the services of the Investment Manager's investment
team for the implementation of its investment policy. The departure of the
Investment Manager or a key individual at Chelverton Asset Management Limited
('Chelverton') may therefore affect the Company's performance.
As set out in the Investment Management Agreement, Chelverton is required to
provide one or more dedicated fund managers to the Company, who provides the
Board with regular updates on developments at Chelverton, such as succession
planning and business continuity plans. Chelverton currently provides two fund
managers to the Company, therefore lowering the impact of the potential loss
of key personnel.
Operational risk
The Company relies on the performance of its third-party service providers.
The preparation of the financial statements and administration and maintenance
of its records are delegated to its Administrator and Company Secretary, Apex
Fund Administrations Services (UK) Limited. The custody of its assets has been
delegated to Northern Trust. The Board reviews the performance, risk control
procedures and the terms on which these third-party service providers provide
services to the Company on a regular basis.
Cyber risk
The Board is cognisant that cyber threats continue to increase in frequency
and sophistication, posing
potential risks to business operations, including financial losses, data
breaches, and reputational damage. To
mitigate these risks, the Company engages experienced service providers that
prioritise cyber security
through significant investment in their IT infrastructure. The Company's key
service providers regularly confirm
to the Board that robust business continuity plans and procedures are
maintained to minimise the impact of
potential service disruptions. The Board remains committed to ongoing
oversight in this critical area.
Section 172 Statement
The Directors are mindful of their duties to promote the success of the
Company in accordance with Section 172 of the Companies Act 2006, for the
benefit of the shareholders, giving careful consideration to wider
stakeholders' interests and the environment in which the Company operates. The
Board recognises that its decisions are material, not only to the Company and
its future performance, but also to the Company's key stakeholders, as
identified below. In making decisions, the Board considered the outcome from
its stakeholder engagement exercises as well as the need to act fairly as
between the members of the Company.
Investors
The Company's shareholders have a significant role in monitoring and
safeguarding the governance of the Company and can exercise their voting
rights to do so at general meetings of the Company. Shareholders also benefit
from improving performance and returns.
All shareholders have access to the Board via the Company Secretary and the
Investment Manager at key company events, such as the Annual General Meeting,
and throughout the year by contacting the Company Secretary or the Chairman.
These regular communications help the Board make informed decisions when
considering how to promote the success of the Company for the benefit of
shareholders. Furthermore, the Investment Manager prepares and publishes a
monthly factsheet on their website.
This year's Annual General Meeting is to be held on 10 September 2025 at the
offices of Chelverton Asset Management, Basildon House, 7 Moorgate, London
EC2R 6EA. Shareholders are encouraged to attend and vote at the Annual General
Meeting or to vote by proxy and to appoint the Chairman as their proxy.
Shareholders are also encouraged to put forward any questions to the Company
Secretary in advance of the Annual General Meeting.
The Board received enhanced Investor Relations themed reporting from its
broker, Shore Capital, during the year, including quarterly shareholder
analyses, to ensure continuing awareness of key shareholder groups.
Investment Manager
The Board recognises the critical role of the Investment Manager in delivering
the Company's future success. The Investment Manager attends Board and Audit
Committee meetings, to participate in transparent discussions, where
constructive challenge is encouraged. The Board and Investment Manager
communicate regularly outside of these meetings with the aim of maintaining an
open relationship and momentum in the Company's performance and prospects. The
Investment Manager's performance is evaluated informally on a regular basis,
with a formal review carried out on an annual basis by the Board when
performing the functions of a management engagement committee. The Investment
Management Agreement is reviewed as part of this process as further discussed
on page 28.
Key service providers
The Board relies on a number of advisors for support in the successful
operation of the Company and in order to meet its obligations. The Board
therefore considers the Investment Manager, Company Secretary/Administrator,
Auditor, Broker, Registrar and Custodian to be stakeholders.
The Company employs a collaborative approach and looks to build long term
partnerships with these key service providers. They are required to report to
the Board on a regular basis and their performance and the terms on which they
are engaged are evaluated and considered annually.
Portfolio companies
The Investment Manager regularly liaises with the management teams of
companies within the Investment Portfolio and reports on findings and the
performance of investee companies to the Board on at least a quarterly basis.
Regulators
The Board regularly reviews the regulatory landscape and ensures compliance
with rules and regulations relevant to the Company via reporting at quarterly
Board meetings from the Company Secretary. Compliance with relevant rules and
regulations is regularly formally assessed.
Community and environment
The Board believes that consideration of environmental, social and governance
('ESG') factors as part of the investment process when pursuing the Company's
objectives is key. The Board therefore discusses this with the Investment
Manager on a regular basis.
Principal Decisions
The Board defines principal decisions as those that are material to the
Company as well as those that are significant to any of the Company's key
stakeholders as identified. In making the principal decisions set out below,
the Board considered the outcome from its engagement with stakeholders as well
as the need to
maintain a reputation for high standards of business conduct and the need to
act fairly as between the
members of the Company.
Principal decision 1 - Dividend policy
In accordance with the Company's dividend policy, for the year to 30 April
2025, the Board approved three
quarterly interim dividends of 3.25p per Ordinary share (totalling 9.75p),
with a fourth interim dividend of
3.25p per Ordinary share having been approved, bringing the total to 13.00p
for the year, an increase of
3.2% from the previous year.
As the Company is now ungeared, as of the Company's year end on 30 April 2025
and post the repayment
of the final capital entitlement of the ZDP shares, the underlying income from
the restructured portfolio will
lead to reduced dividend payments to ordinary shareholders. The Board decided
to utilise the Company's
significant revenue reserves to supplement the underlying income and, on 9 May
2025, announced its
intention to pay 2.5p per ordinary share on a quarterly basis being a total of
10.00p per ordinary share per
annum for the next three years ending 30 April 2028 (subject inter alia to
market conditions at the time),
effective from the first interim dividend in respect of the year commencing 1
May 2025.
Principal decision 2 - Mailing of interim report
The Board decided that, as of the Company's financial year commencing 1 May
2025, interim report and
accounts will be no longer be printed and sent to shareholders. Interim report
and accounts will continue
to be published on the Company's website.
Principal decision 3 - Halt Scheme of Reconstruction
Following the results of the rollover elections and proposed launch of the
placing of new ZDP shares in
2031 ZDPCo, the Directors determined that there was not enough investor demand
and decided not to
proceed with the Scheme of Reconstruction. The liquidation of SDVP commenced
30 April 2025.
Principal decision 4 - Continue the Company's operations on an ungeared basis
After careful consideration and following a detailed assessment by the
Investment Manager, the Board has decided that the Company remains viable and
should continue in existence as an ungeared investment trust company. Whilst
it would have been desirable to refinance the Company, the absence of gearing
reduces risk for Ordinary shareholders as ZDP holders have a prior capital
entitlement over the assets of the Company.
Viability Statement
The Company repaid in full the commitments to shareholders of SDVP and did not
replace the gearing these ZDP shares provided with a new issue.
As the Company is now ungeared, post the repayment of the final capital
entitlement of the 2025 ZDPs, the underlying income from the restructured
portfolio will lead to reduced dividend payments to ordinary shareholders.
However, the Company has significant revenue reserves (£2.88m as at 30 April
2025, the last reported date), which can be used to supplement the underlying
income.
Consequently, the Board has announced its intention to pay 2.5p per ordinary
share on a quarterly basis being a total of 10.00p per ordinary share per
annum for the next three years ending 30 April 2028 (subject inter alia to
market conditions at the time), effective from the first interim dividend in
respect of the year to April 2026. The shares will therefore provide a yield
of 7.0% (based on the closing share price as at 2 July 2025). This dividend
target takes into account the Company's revenue reserves and assumes no change
in the underlying portfolio income.
The Board believes this represents a compelling combination of an attractive
dividend yield and the potential for capital upside from any recovery in the
UK small and midcap market.
The reduction in gross assets, whilst reducing the size of the Company, does
not affect the net asset position, which remains broadly the same. The Company
has operated as a geared, split-capital investment trust since launch in 1999
but will now carry on its investment operations as an ungeared vehicle
specializing in small and mid-cap investments, as before. No change in
approach to management is anticipated.
Whilst it is acknowledged that there remains a risk that severe
underperformance by the Investment Manager or a prolonged bear market pose
risks to the Company's viability due to the decreased asset size, the Board
considers such risks to be largely mitigated due to the absence of any gearing
effect as provided by an issue of ZDPs.
After careful consideration and a detailed assessment by the Investment
Manager, therefore, the Board has decided that the Company remains viable and
should continue in existence. As explained elsewhere, the removal of gearing
reduces risk for Ordinary Shareholders and the reduction in chargeable gross
assets leads to a corresponding reduction in the ongoing charge, from 2.79% to
2.38%.
With this in mind, as the Company's portfolio of mid and smaller companies is
now ungeared and with an optimistic outlook as to the prospects for income and
capital growth from these asset classes presented to the Board by the
Investment Managers, the Directors remain of the view that three years is a
realistic and appropriate period over which to assess the viability of the
Company. After careful analysis, taking into account the potential impact of
the current risks and uncertainties to which the Company is exposed, the
Directors confirm that in their opinion:
· it is appropriate to adopt the going concern basis for this Annual
Report and Accounts; and
· the Company continues to be viable for a period of at least three years
from the date of signing of this Annual Report and Accounts. Three years is
considered by the Board to be the maximum period over which it is currently
feasible to make a viability forecast based on known risks and macro-economic
trends.
The following facts, which have not materially changed in the last financial
year, support the Directors' view:
· the Company has a liquid investment portfolio invested predominantly in
readily realisable smaller capitalised UK-listed and AIM traded securities and
has a small amount of short-term cash on deposit; and
· revenue expenses of the Company are covered multiple times by
investment income.
· The Company has over one year's dividend held in reserves that will
enable it to meet the stated dividend projections over the next three years,
under normal market conditions.
In order to maintain viability, the Company has a robust risk control
framework for the identification and mitigation of risk, which is reviewed
regularly by the Board. The Directors also seek assurances from its
independent service providers, to whom all management and administrative
functions are delegated, that their operations are well managed and they are
taking appropriate action to monitor and mitigate risk. The Directors have a
reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of the assessment.
Other Statutory Information
Company status and business model
The Company was incorporated on 6 April 1999 and commenced trading on 12 May
1999. The Company is a closed-ended investment trust with registered number
03749536. Its capital structure consists of Ordinary shares of 25p each, which
are listed and traded on the main market of the London Stock Exchange.
The principal activity of the Company is to carry on business as an investment
trust. The Company has been granted approval from HMRC as an investment trust
under Sections 1158/1159 of the Corporation Tax Act 2010 on an ongoing basis.
The Company will be treated as an investment trust company subject to there
being no serious breaches of the conditions for approval. The Company is also
an investment company as defined in Section 833 of the Companies Act 2006. The
current portfolio of the Company is such that its shares are eligible for
inclusion in Individual Savings Accounts ('ISAs') up to the maximum annual
subscription limit and the Directors expect this eligibility to be maintained.
The Group financial statements consolidate the audited annual report and
financial statements of the Company and its Subsidiaries for the year ended 30
April 2025. The Company owns 100% of the issued ordinary share capital and
voting rights of SDVP, which was incorporated on 25 October 2017 and 100% of
the share capital and voting rights of 2031 ZDPCo, which was incorporated on
22 January 2025. SDVP is currently in liquidation following the redemption of
the ZDP shares.
Further information on the capital structure of the Company and SDVP can be
found in the annual report.
Alternative Investment Fund Manager ('AIFM')
The Board is compliant with the directive and the Company is registered as a
Small Registered AIFM with
the FCA and all required returns have been completed and filed. Following the
Board's recent approval, Chelverton will become the AIFM of the Company by the
end of July 2025. This is subject to completion of regulatory notifications to
the FCA.
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Companies Act
to detail information about employees, environmental, human rights and
community issues, including information about any policies it has in relation
to these matters and the effectiveness of these policies. These requirements
and the requirements of the Modern Slavery Act 2015 do not directly apply to
the Company as it has no employees and no physical assets, all the Directors
are non-executive and it has outsourced all its management and administrative
functions to third-party service providers. The Company has therefore not
reported further in respect of these provisions. However, in carrying out its
activities and in relationships with service providers, the Company aims to
conduct itself responsibly, ethically and fairly at all times.
Environmental, Social, Governance ('ESG')
The Board and the Investment Manager are committed to delivering the long-term
investment objectives of the Company. This long-term lens involves careful
consideration of systemic issues that can present investing opportunities and
challenges for investors, such as those relating to climate change and more
sustainable business practice.
Responsible investing and active stewardship lie at the heart of the investing
approach and the Investment Manager is signatory to the United Nations backed
Principles of Responsible Investing ('PRI') and the revised UK Stewardship
Code 2020.
As signatory to these best-practice principles the Investment Manager
systematically incorporates relevant ESG issues within its investment analysis
and decision making and adheres to policies and processes designed to ensure
the responsible allocation, management, and oversight of capital with the aim
of protecting and enhancing value for investors, leading to benefits for the
economy, the environment and society.
The Responsible Investing policies, plans, and risk controls that guide the
Investment Manager's investing activities are detailed in a Responsible
Investing Policies Pack, available to view on the Chelverton website alongside
an annual UK Stewardship Code Report and quarterly Engagement and Voting
reports.
The Responsible Investing Policies Pack includes:
• an ESG Integration Policy detailing how E, S, and G issues are
incorporated within the investment process and how ESG risk is monitored and
controlled.
• a Shareholder Engagement and Voting Policy detailing the
principles that guide the Investment Manager's engagement and voting
behaviour.
• an annual Engagement Plan, designed to ensure ESG issues are
appropriately incorporated within company engagements and detailing how the
Investment Manager engages to support improvements in company ESG management
and reporting and the control of systemic risk.
The internal roles, governance structures, and resources that support the
responsible investing and active stewardship activities of the Investment
Manager include:
• a Head of Responsible Investing who leads an ESG Team that work
alongside the Investment Manager supporting E, S, and G analysis and
engagement and voting activities.
• a regular cycle of ESG meetings that input to Board oversight of
ESG risk.
• proprietary ESG data collection and third-party ESG data services.
ESG in a UK small and mid-cap context
Small and medium-sized companies are neither immune from the impact of
systemic risk, nor without a significant role to play in the delivery of
required change. However, small and mid-sized companies are typically poorly
researched by external ESG ratings agencies and assessments show a recognised
large-cap bias. Consequently, the Investment Manager does not rely on external
ESG ratings, considering these for contextual purposes only. The Investment
Manager prefers in-house analysis supported by proprietary ESG data
collection, considering this more appropriate for the small and mid-cap
universe.
Corporate governance issues within investee companies
The Board relies on the Investment Manager to factor in consideration of
corporate governance matters when assessing existing and potential
investments. The Investment Manager pays particular attention to corporate
governance, believing purpose driven companies, demonstrating strong and
effective governance and a healthy corporate culture, are best placed to
succeed.
The Investment Manager has the support of the ESG Team in this assessment and
access to information and analysis gathered from proprietary ESG
questionnaires.
The assessment is sensitive to company size, level of maturity, and specific
circumstances of each company.
The Investment Manager is supportive of the general principles expressed by
the UK Corporate Governance Code and Quoted Companies Alliance (QCA) Code for
small and medium sized companies and expects companies to adhere to these
standards or explain why they have not done so.
The Investment Manager considers the following, engaging to understand
individual circumstances and to influence change where this is deemed to be of
value.
• Board Size and Composition
The Investment Manager considers the boards of small and medium-sized
companies should not become too large for cost and efficiency reasons and that
the Board should be well-balanced in terms of executive and non-executive
directors, with a majority of non-executive directors.
Non-executive directors are scrutinised for their independence and good
historic behaviour.
The tenure of directors should ideally not exceed nine years. However, this is
always considered within the company context.
The Investment Manager prefers non-executives to be on fewer rather than
multiple boards whilst acknowledging good non-executives are in short supply.
The Investment Manager looks for an appropriate mixture of abilities and
knowledge on the Board and considers the experience of an independent Chair to
be particularly important.
Diversity and inclusion at board level is considered an indicator of an
inclusive company culture and important in relation to the quality of
decision-making. Whilst encouraging boards to ensure their composition is
reflective of society, the Investment Manager accepts this can take time to
achieve. However, the Investment Manager will engage to ensure board diversity
is a consideration in the nomination process, where appropriate.
• Remuneration
Executive remuneration proposals are reviewed annually using the company
report and accounts and the Investment Manager will engage with the Chair or
Chair of the Remuneration Committee where proposals do not meet the following
broad criteria:
Remuneration should encourage long-term value creation and the alignment of
management and shareholder interests, including claw back mechanisms in the
event of misconduct.
Basic pay awards above inflation should be justified by performance.
Performance thresholds should be challenging and linked to clear targets.
The Investment Manager favours the inclusion of material ESG management
targets alongside financial targets and believes that awards should be
sensitive to the constraints on awards to the wider workforce during periods
of difficult trading.
Long term incentive schemes should be simple and share-based with minimum
holding periods, and the Investment Manager favours the inclusion of total
shareholder return metrics in long term incentive schemes.
Shareholder dilution resulting from the issuance of options or new shares in
remuneration packages should not be excessive.
One-off recruitment awards to secure the right candidate should not become
part of ongoing remuneration.
Executive pension contributions should progressively align with the pension
contributions of the wider workforce.
Environmental issues
The Board expects the Investment Manager to consider each company's approach
to the identification, management and reporting of material environmental
issues. To this end, the Investment Manager makes targeted enquiries via ESG
questionnaires and relies on the support of the ESG Team for additional
insight where appropriate.
The Investment Manager also undertakes a review of company policies,
standards, and commitments in relation to environmental responsibilities as
appropriate.
In addition, the Investment Manager writes annually to committed holdings
outlining expectations regarding issues considered so pervasive that they have
become the responsibility of all system participants to manage regardless of
materiality.
Climate
The Board accepts that limiting global warming to 1.5 degrees above
pre-industrials, in line with the Paris Agreement and national commitments to
Net Zero, is a central consideration for a responsible investor.
The Board encourages the Investment Manager to employ shareholder influence to
ensure all investee companies are working towards the adoption of a net zero
strategy.
Biodiversity
The Board is mindful of the depletion in the natural capital upon which we all
depend and the urgency to reverse biodiversity loss and encourages the
Investment Manager to engage with investee companies to ensure focus on
natural resource efficiency, the control of negative impacts, and the adoption
of policies and practices that can support nature restoration.
Social issues
As part of the investment process the Investment Manager considers each
company's approach to the identification, management and reporting of material
social issues, asking targeted questions via ESG questionnaires and relying on
the support of the ESG Team for additional insight where appropriate.
A review of company policies, standards, and commitments in relation to social
issues is undertaken as relevant.
Human rights
The Board relies on the Investment Manager to adopt procedures to understand
each company's focus on the effective management of human rights issues,
including within supply chains. Questions are asked via an ESG questionnaire
and a review company policies, standards, and commitments in relation to human
rights is undertaken with the support of the ESG Team where appropriate.
Human capital
Competition for talent across many sectors of the economy is fierce and the
employment expectations and training and support needs of the workforce have
rapidly evolved in recent years. A company's focus on recruitment, employee
satisfaction, and retention are viewed by both the Board and the Investment
Manager to be central to ingredients of company success.
Questions are asked via an ESG questionnaire and a review of company policies,
standards, and commitments in relation to human capital management is
undertaken with the support of the ESG Team where appropriate.
In addition, the Board expects the Investment Manager to use its influence as
a shareholder to ensure all investee companies are focused on improving
diversity, equity and inclusion within leadership and the wider workforce.
Anti-bribery
The Company's Investment Manager has confirmed that anti-bribery policies and
anti-corruption policies are in place and they do not tolerate bribery or
corruption. The policies are considered as part of their risk assessment on an
annual basis.
Health and safety
As a part of understanding company culture and a company's focus on human
capital, company policies are reviewed by the Investment Manager. This
includes reviews of performance statistics where relevant, relating the
occupational Health and Safety, in addition to making enquiries via an ESG
questionnaire and reviewing the approach with the support of the ESG Team.
Engagement
Engagement lies at the heart of the Investment Manager's approach to managing
ESG risk and significant time and resources are devoted to company engagement.
The Investment Manager fosters constructive relationships with the executive
and non-executive management teams of investee companies, and increasingly
with sustainability and other professionals such as investor relations,
seeking purposeful dialogue on ESG issues.
Engagement activity is reported on an annual basis in the Investment Manager's
UK Stewardship Code Report and is guided by the Chelverton Shareholder
Engagement and Voting Policy.
The Board considers the Investment Manager's skill and expertise when engaging
with companies to be value enhancing. The Investment Manager follows a
structured approach, relying on the support of the ESG Team to ensure the
appropriate inclusion of ESG issues and progress in relation to active
engagement objectives.
The Investment Manager writes to all committed holdings on an annual basis
outlining ESG management and reporting expectations and asking for focus on
issues, such as climate change, diversity and inclusion, ESG targets within
executive remuneration packages, and more recently natural resource usage and
nature restoration.
Collaborative engagement aims to support the needs of small and mid-sized
companies within the financial system and promote their participation in more
sustainable business practice, and the Investment Manager targets
collaborative engagements that address the market-wide and systemic risks
identified through the investment process as important.
The desired outcome of active engagement is to reduce investment risk and
enhance the prospects of investee companies through dialogue and support.
However, the Investment Manager may look to sell holdings where the investment
case is considered at risk for any reason, including due to inadequate
management focus on material ESG risk.
Proxy voting
The Board and Investment Manager consider voting an important shareholder
right. Consequently, the Investment Manager seeks to vote every eligible vote
in line with the principles laid out in the Chelverton Asset Management
Shareholder Engagement and Voting Policy and active engagement objectives laid
out in the annual Engagement Plan. However, in principle, having satisfied
itself regarding the integrity of the investment case, the Investment Manager
is likely to be supportive of company management.
The Investment Manager does not rely on the services of a third-party proxy
voting advisor, believing in-house governance analysis by the ESG Team's
Corporate Governance Manager, considered alongside the contextual knowledge of
the Investment Manager, is more pertinent for small and mid-sized companies.
Voting behaviour, including the rationale for any vote that is not supportive
of a management resolution, is reported on a quarterly basis on the Chelverton
website and summarised annually in the UK Stewardship Code Report.
Data science and third-party data resources
The Chelverton ESG Team has built a proprietary ESG database using company ESG
questionnaire responses supplemented by desk-based research. The Investment
Manager also maintains a shared Corporate Engagement Log recording relevant
company engagements and progress in relation to engagement objectives.
The Investment Manager has access to several external ESG data services that
provide contextual insight in relation to ESG risk factors, including
Integrum, Bloomberg (which includes summary ESG ratings from Sustainalytics
and ISS), signatory CDP data (Carbon Disclosure Project) relating to climate,
water and deforestation, and ASR Macro ESG research.
Screening
The Investment Manager does not currently set limits or apply exclusion or
inclusion criteria in relation to sustainability objectives, except where
required by law or in relation to banned activities under international
conventions.
However, the Investment Manager's investment focus on quality characteristics
will tend to exclude companies assessed as managing ESG risks badly and/or
without a credible strategy. For example, if a company operating in a high ESG
risk sector is identified as managing ESG risk poorly, the company will tend
to be excluded from consideration by the Investment Manager's selection
criteria, as laid out in the Investment Manager's ESG Integration Policy.
Anti-greenwashing rule
The FCA's anti-greenwashing rule is designed to ensure sustainability-related
claims are fair, clear and not misleading. The Investment Manager does not
currently manage any funds pursuing sustainability objectives. However, as a
responsible investor it follows a structured approach to ESG Integration and
Stewardship to ensure relevant ESG issues are considered alongside financial
factors with the aim of protecting and enhancing investment value for clients.
The Investment Manager therefore welcomes the clarity the anti-greenwashing
rule should bring alongside the new SDR labelling regime.
Global greenhouse gas emissions
The Company has no greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emission-producing sources under the
Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
Streamlined energy and carbon reporting
The Company is categorised as a lower energy user under the HMRC Environmental
Reporting Guidelines March 2019 and is therefore not required to make the
detailed disclosures of energy and carbon information set out within the
guidelines. The Company has therefore not reported further in respect of these
guidelines.
Culture and values
The Company's values are to act responsibly, ethically and fairly at all
times. The Company's culture is driven by its values and is focused on
providing Ordinary shareholders with a high income and opportunity for capital
growth. As the Company has no employees, its culture is represented by the
values, conduct and performance of the Board, the Investment Manager and its
key service providers, all of whom work collaboratively to support delivery of
the Company's strategy.
Current and future developments
A review of the main features of the year and the outlook for the Company is
contained in the Chairman's
Statement and the Investment Manager's Report set out above.
Dividends declared/paid
Payment date 30 April 2025 30 April 2024
Pence pence
First interim 15 November 2024 3.25 3.15
Second interim 10 January 2025 3.25 3.15
Third interim 17 April 2025 3.25 3.15
Fourth interim 11 July 2025 3.25 3.15
13.00 12.60
The Directors do not declare a final dividend.
Ten year dividend history
2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
pence pence pence pence pence pence pence pence pence pence
1st Quarter 3.25 3.15 2.9425 2.75 2.50 2.40 2.19 2.02 1.85 1.70
2nd Quarter 3.25 3.15 2.9425 2.75 2.50 2.40 2.19 2.02 1.85 1.70
3rd Quarter 3.25 3.15 2.9425 2.75 2.50 2.40 2.19 2.02 1.85 1.70
9.75 9.45 8.8275 8.25 7.50 7.20 6.57 6.06 5.55 5.10
4th Quarter 3.25 3.15 2.9425 2.75 2.50 2.40 2.40 2.40 2.40 2.40
13.00 12.60 11.77 11.00 10.00 9.60 8.97 8.46 7.95 7.50
% increase of core dividend 13.00 7.05 7.00 10.00 4.17 7.02 6.03 6.47 6.00 5.26
Special dividend - - - - 0.272 - 2.50 0.66 1.86 1.60
Total dividend 13.00 12.60 11.77 11.00 10.272 9.60 11.47 9.12 9.81 9.10
The Strategic Report is signed on behalf of the Board by
Howard Myles
Chairman
10 July 2025
Statement of Directors' Responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the
financial statements. Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have elected
to prepare financial statements in accordance with UK adopted international
accounting standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under international accounting standards.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they present fairly the financial position,
financial performance and cash flows of the Group and the Company for that
period.
In preparing each of the Group and the Company's financial statements, the
Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state that the Group and the Company have complied with UK adopted
international accounting standards subject to any material departures
disclosed and explained in the financial statements;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with specific
requirements in UK adopted international accounting standards is insufficient
to enable users to understand the impact of particular transactions, other
events and conditions on the Group and the Company's financial position and
financial performance; and
· make an assessment of the Group's ability to continue as a going
concern.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the Group's financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, a Directors' Report, Directors' Remuneration
Report and Statement on Corporate Governance that comply with that law and
those regulations, and for ensuring that the Annual Report includes
information required by the Listing Rules of the FCA.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information relating to the Company on the Investment
Manager's website. Legislation in the UK governing the preparation and
dissemination of financial statements differs from legislation in other
jurisdictions.
The Directors confirm that, to the best of their knowledge and belief:
· the financial statements, prepared in accordance with the relevant
financial framework, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group;
· the Annual Report includes a fair review of the development and
performance of the Group and the position of the Group, together with a
description of the principal risks and uncertainties faced;
· the Annual Report is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's performance,
business model and strategy; and
· the Investment Managers' Report includes a fair review of the
development and performance of the business and the Group and its undertakings
included in the consolidation taken as a whole and adequately describes the
principal risks and uncertainties they face.
On behalf of the Board of Directors
Howard Myles
Chairman
10 July 2025
Consolidated Statement of Comprehensive Income
for the year ended 30 April 2025
2025 2024
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Losses on investments at fair value through profit or loss 10 - (3,529) (3,529) - (1,627) (1,627)
Investment income 2 3,505 - 3,505 3,260 - 3,260
Investment management fee 3 (134) (400) (534) (125) (375) (500)
Other expenses 4 (406) (491) (897) (357) (13) (370)
Exchange differences on translating foreign transactions - (6) (6) - - -
Net (deficit)/surplus before finance costs and taxation 2,965 (4,426) (1,461) 2,778 (2,015) 763
Finance costs 6 - (736) (736) - (709) (709)
Net (deficit)/surplus before taxation 2,965 (5,162) (2,197) 2,778 (2,724) 54
Taxation 7 (40) - (40) (58) - (58)
Total comprehensive expense for the year 2,925 (5,162) (2,237) 2,720 (2,724) (4)
Revenue Capital Total Revenue Capital Total
Pence pence pence Pence pence pence
Net return per:
Ordinary share 8 13.32 (23.51) (10.19) 12.70 (12.72) (0.02)
Zero Dividend Preference share 2025 8 - - - - 4.89 4.89
The total column of this statement is the Statement of Comprehensive Income of
the Group prepared in accordance with UK adopted International Accounting
Standards and with the requirements of the Companies Act 2006. All revenue and
capital items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the year. The ZDP shares
2025 were repaid on 30 April 2025. All of the net return for the period and
the total comprehensive income for the period is attributable to the
shareholders of the Group. The supplementary revenue and capital return
columns are presented for information purposes as recommended by the Statement
of Recommended Practice issued by the AIC.
The accompanying notes form part of these financial statements.
Consolidated and Parent Company Statement of Changes in Net Equity
for the year ended 30 April 2025
Share capital Share premium account Capital redemption reserve Capital reserve Revenue Total
reserve
Note £'000 £'000 £'000 £'000 £'000 £'000
Year ended 30 April 2025
30 April 2024 5,386 18,497 5,004 1,840 2,794 33,521
Total comprehensive expense for the year - - - (5,162) 2,925 (2,237)
Ordinary shares issued 227 1,200 - - - 1,427
Expenses of Ordinary share issue - (7) - - - (7)
Dividends paid 9 - - - - (2,837) (2,837)
30 April 2025 5,613 19,690 5,004 (3,322) 2,882 29,867
Year ended 30 April 2024
30 April 2023 5,288 17,980 5,004 4,564 2,727 35,563
Total comprehensive expense for the year - - - (2,724) 2,720 (4)
Ordinary shares issued 98 539 - - - 637
Expenses of Ordinary share issue - (22) - - - (22)
Dividends paid 9 - - - - (2,653) (2,653)
30 April 2024 5,386 18,497 5,004 1,840 2,794 33,521
The accompanying notes form part of these financial statements.
Consolidated and Parent Company Balance Sheets
as at 30 April 2025
Note Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss 10 27,967 51,483 27,967 51,483
Investments in Subsidiaries 12 - - 100 13
27,967 51,483 28,067 51,496
Current assets
Trade and other receivables 13 765 661 765 661
Cash and cash equivalents 1,596 87 1,596 87
2,361 748 2,361 748
Total assets 30,328 52,231 30,428 52,244
Current liabilities
Trade and other payables 14 (461) (135) (561) (148)
Zero Dividend Preference shares 15 - (18,575) - -
Loan from Subsidiary 16 - - - (18,575)
(461) (18,710) (561) (18,723)
Total assets less current liabilities 29,867 33,521 29,867 33,521
Total liabilities (461) (18,710) (561) (18,723)
Net assets 29,867 33,521 29,867 33,521
Represented by:
Share capital 17 5,613 5,386 5,613 5,386
Share premium account 19,690 18,497 19,690 18,497
Capital redemption reserve 5,004 5,004 5,004 5,004
Capital reserve (3,322) 1,840 (3,322) 1,840
Revenue reserve 2,882 2,794 2,882 2,794
Equity shareholders' funds 29,867 33,521 29,867 33,521
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of Chelverton UK
Dividend Trust PLC and authorised for issue on 10 July 2025.
Howard Myles
Chairman
Company Registered Number: 03749536
Consolidated and Parent Company Statement of Cash Flows
for the year ended 30 April 2025
Note 2025 2024
£'000 £'000
Operating activities
Investment income received 3,390 3,032
Investment management fee paid (541) (502)
Administration and secretarial fees paid (59) (64)
Refund of tax _ 1
Bank interest paid 18 5
Other cash payments (486) (322)
Cash generated from operations 19 2,322 2,150
Purchases of investments (14,106) (10,444)
Sales of investments 34,021 10,039
Net cash outflow from operating activities 19,915 (405)
Financing activities
Redemption of Zero Dividend Preference shares (19,311) _
Issue of Ordinary shares 1,427 637
Expenses of Ordinary share issue (7) (22)
Dividends paid 9 (2,837) (2,653)
Net cash outflow from financing activities (20,728) (2,038)
Change in cash and cash equivalents 20 1,509 (293)
Cash and cash equivalents at start of year 20 87 380
Cash and cash equivalents at end of year 20 1,596 87
The accompanying notes form part of these financial statements.
Notes to the Financial Statements
as at 30 April 2025
1 ACCOUNTING POLICIES
Chelverton UK Dividend Trust PLC is a public company, limited by shares,
domiciled and registered in the UK. The consolidated financial statements for
the year ended 30 April 2025 comprise the financial statements of the Company
and its Subsidiaries.
Basis of preparation
The consolidated financial statements of the Group and the financial
statements of the Company have been prepared in accordance with UK-adopted
International Accounting Standards and with the Companies Act 2006 as
applicable to companies reporting under international accounting standards,
and reflect the following policies which have been adopted and applied
consistently.
New standards, interpretations and amendments adopted by the Group
There are no amendments to standards effective this year, being relevant and
applicable to the Group.
Critical accounting judgements and uses of estimation
The preparation of financial statements in conformity with UK-adopted
Accounting Standards requires management to make judgements, estimates and
assumptions that affect the application of policies and the amounts reported
in the Balance Sheet and the Statement of Comprehensive Income. The estimates
and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future period if the revision affects both current and
future periods. There were no significant accounting estimates or significant
judgements in the current period.
Special dividends are assessed and credited to capital or revenue according to
their circumstances and are considered to require significant judgement.
Basis of consolidation
The Group financial statements consolidate (under IFRS10), the financial
statements of the Company and its wholly-owned Subsidiaries, drawn up to the
same accounting date.
The Subsidiaries are consolidated from the date of their incorporation, being
the date on which the Company obtained control, and will continue to be
consolidated until the date that such control ceases. Control comprises the
power to govern the financial and operating policies of the investee so as to
obtain benefit from its activities and is achieved through direct or indirect
ownership of voting rights. The financial statements of the Subsidiaries are
prepared for the same reporting year as the Company, using consistent
accounting policies. All inter-company balances and transactions, including
unrealised profits arising from them, are eliminated.
As permitted by Section 408 of the Companies Act 2006, the Company has not
presented its own Statement of Comprehensive Income. The amount of the
Company's return for the financial period dealt with in the financial
statements of the Group is a loss of £2,237,000 (2024: loss of £4,000).
Convention
The financial statements are presented in Sterling rounded to the nearest
thousand. The financial statements have been prepared on a going concern basis
under the historical cost convention, except for the measurement at fair value
of investments classified as fair value through profit or loss. Where
presentational guidance set out in the Statement of Recommended Practice
'Financial Statements of Investment Trust Companies and Venture Capital
Trusts' ('SORP'), issued by the Association of Investment Companies (dated
June 2022) is consistent with the requirements of UK-Adopted International
Accounting Standards, the Directors have sought to prepare the financial
statements on a consistent basis compliant with the recommendations of the
SORP.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business, being
investment business. The Group only invests in companies listed in the UK.
Investments
All investments held by the Group are recorded at 'fair value through profit
or loss'. Investments are
initially recognised at cost, being the fair value of the consideration given.
After initial recognition, investments are measured at fair value, with
unrealised gains and losses on investments and impairment of investments
recognised in the Consolidated Statement of Comprehensive Income and allocated
to capital. Realised gains and losses on investments sold are calculated as
the difference between sales proceeds and cost.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to quoted market bid prices at the close of
business on the Balance Sheet date, without adjustment for transaction costs
necessary to realise the asset.
Unquoted investments are valued at the balance sheet date using recognised
valuation methodologies. In accordance with International Private Equity and
Venture Capital ('IPEVC') valuation guidelines. This can include dealing
prices, third party valuations where available and other information as
appropriate.
Trade date accounting
All 'regular way' purchases and sales of financial assets are recognised on
the 'trade date', i.e. the day that the Group commits to purchase or sell the
asset. Regular way purchases, or sales, are purchases or sales of financial
assets that require delivery of the asset within a time frame generally
established by regulation or convention in the market place.
Income
Dividends receivable on quoted equity shares are taken into account on the
ex-dividend date. Where no ex-dividend date is quoted, they are brought into
account when the Group's right to receive payment is established. Other
investment income and interest receivable are included in the financial
statements on an accruals basis. Overseas dividends received from UK Companies
are stated gross of any withholding tax.
The Company carries out special cum-dividend and special ex-dividend trades as
a portfolio management tool to both enhance income and manage long-term
positions. The income generated from such trades is allocated to the revenue
column of the Statement of Comprehensive Income and recognised on the date of
the transaction. This has the effect of increasing income and is offset by a
decrease in unrealised gains/(losses) on investments.
In deciding whether a dividend should be regarded as a Capital or Revenue
receipt, the Company reviews all relevant information as to the reasons for
and sources of the dividend on a case by case basis depending upon the nature
of the receipt. Special dividends of a revenue nature are recognised through
the Revenue column of the Income Statement. Special Dividends of a capital
nature are recognised through the Capital column of the Income Statement.
Expenses
All expenses are accounted for on an accruals basis. All expenses are charged
through the revenue
account in the Consolidated Statement of Comprehensive Income except as
follows:
· expenses which are incidental to the acquisition of an investment are
included within the costs of the investment;
· expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment;
· expenses are charged to capital reserve where a connection with the
maintenance or enhancement of the value of the investments can be
demonstrated;
· operating expenses of the Subsidiaries are borne by the Company and
taken 100% to capital; and
• finance costs of the ZDP shares are charged 100% to capital.
All other expenses are allocated to revenue with the exception of 75% (2024:
75%) of the Investment Manager's fee which is allocated to capital. This is in
line with the Board's expected long-term split of returns from the investment
portfolio, in the form of capital and income gains respectively.
Cash and cash equivalents
Cash in hand and in banks including where held by custodians and short-term
deposits which are held to maturity are carried at cost. Cash and cash
equivalents are defined as cash in hand, demand deposits and short-term,
highly liquid investments readily convertible to known amounts of cash and
subject to insignificant risk of changes in value.
Loans and borrowings
All loans and borrowings are initially recognised at cost, being the fair
value of the consideration received, less issue costs, where applicable. After
initial recognition, all interest-bearing loans and borrowings are
subsequently measured at amortised cost. Any difference between cost and
redemption value is recognised in the Consolidated Statement of Comprehensive
Income over the period of the borrowings on an effective interest basis.
Zero Dividend Preference shares
Shares issued by the Subsidiaries are treated as a liability of the Group, and
are shown in the Balance Sheet at their redemption value at the Balance Sheet
date. The appropriations in respect of the ZDP shares necessary to increase
the Subsidiaries' liabilities to the redemption values are allocated to
capital in the Consolidated Statement of Comprehensive Income. This treatment
reflects the Board's long-term expectations that the entitlements of the ZDP
shareholders will be satisfied out of gains arising on investments held
primarily for capital growth.
Shares are derecognised when they are redeemed at a predetermined fixed price
on a specified date. Upon redemption, the shares cease to exist and the
company's obligation to the holder is extinguished.
Share issue costs
Costs incurred directly in relation to the issue of shares in the Subsidiaries
are borne by the Company and taken 100% to capital. Share issue costs relating
to Ordinary share issues by the Company are taken 100% to the share premium
account in respect of premiums on issue of such shares. Where there is no
premium on issue, costs are taken directly to equity against revenue reserves.
Capital reserve
Capital reserve (other) includes:
· gains and losses on the disposal of investments;
· exchange differences of a capital nature; and
· expenses, together with the related taxation effect, allocated to this
reserve in accordance with the above policies.
Capital reserve (investment holding gains) includes increase and decrease in
the valuation of investments held at the year end. This reserve is
distributable to the extent that gains have been realised.
Revenue reserve
This reserve includes net revenue recognised in the revenue column of the
Statement of Comprehensive
Income. This reserve is distributable.
Capital redemption reserve
This reserve represents the cancellation of the C shares when they were
converted into Ordinary shares
and deferred shares. This reserve is not distributable.
Share premium reserve
This reserve can be used to finance the redemption and/or purchase of shares
in issue. It has been built up due to historic share issuances. This reserve
is not distributable.
Taxation
There is no charge to UK income tax as the Group's allowable expenses exceed
its taxable income. Deferred tax assets in respect of unrelieved excess
expenses are not recognised as it is unlikely that the Group will generate
sufficient taxable income in the future to utilise these expenses. Deferred
tax is not provided on capital gains and losses because the Company meets the
conditions for approval as an investment trust company.
Dividends payable to shareholders
Dividends to shareholders are recognised as a liability in the period in which
they are paid or approved in general meetings and are taken to the Statement
of Changes in Net Equity. Dividends declared and approved by the Group after
the Balance Sheet date have not been recognised as a liability of the Group at
the Balance Sheet date.
2 INCOME
2025 2024
£'000 £'000
Income from listed investments 2,179
UK dividend income 3,032 2,618
Overseas dividend income 356 519
Property income distributions 99 118
3,487 3,255
Other income
Bank interest 18 5
Total income 3,505 3,260
Included in income from investments is £148,693 (2024: £nil) relating to
income from special cum-dividend and special ex-dividend trades. This has an
equal and opposite effect on unrealised gains/(losses) on investments.
3 INVESTMENT MANAGEMENT FEE
2024 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 134 400 534 125 375 500
At 30 April 2025 there were amounts outstanding of £51,000 (2024: £58,000).
4 OTHER EXPENSES
2025 2024
£'000 £'000
Administration and secretarial fees 64 64
Directors' remuneration (note 5) 77 77
Auditor's remuneration: **
Fees payable to the Company's auditor for the audit of the Company's annual
accounts*
65 46
Insurance 4 3
Other expenses* 687 180
897 370
Subsidiary operating costs for SDVP^ (13) (13)
Subsidiary operating costs for 2031 ZDPCo+ (478) _
406 357
*The above amounts include irrecoverable VAT where applicable.
**The fee payable for the 2025 Company's financial statements is £42,350
(2024: £38,500) excluding VAT. Also included is an amount of £12,000
(excluding VAT) relating to the previous financial period.
^The 2024 comparative figure includes the audit fee of £4,500 (excluding VAT)
for the audit of the ZDP 2025.
+Includes £30,000 (excluding VAT) payable to the Company's auditor in respect
of other assurance services.
5 DIRECTORS' REMUNERATION
2025 2024
£ £
Directors' fees 77,000 77,000
77,000 77,000
Remuneration to Directors
H Myles 30,000 30,000
A Watkins 25,000 25,000
D Hadgill 22,000 22,000
77,000 77,000
6 FINANCE COSTS
2025 Total Revenue 2024 Capital Total
Revenue Capital
£'000 £'000 £'000 £'000 £'000 £'000
Appropriations in respect of - 736 736 - 709 709
Zero Dividend Preference shares
- 736 736 - 709 709
7 TAXATION
2025 2024
£'000 £'000
Based on the revenue return for the year
Overseas tax 40 58
40 58
The total tax charge for both years is the standard rate of corporation tax in
the UK of 25%.
Total Revenue Total
2025 Capital 2024 Capital
Revenue
£'000 £'000 £'000 £'000 £'000 £'000
Return on ordinary activities before taxation 2,965 (5,162) (2,197) 2,778 (2,724) 54
Corporation tax at 25% (2024: 25%) 741 (1,291) (550) 694 (681) 13
Effects of:
Capital items not taxable _ 1,066 1,066 - 584 584
UK and overseas dividends which are not liable to UK corporation tax (847) _ (847) (784) _ (784)
Excess expenses in the year 106 225 331 90 97 187
Overseas tax 40 _ 40 58 - 58
Total tax charged to the revenue account 40 _ 40 58 _ 58
The Group has unrelieved excess expenses of £26,644,926 (2024: £25,619,855).
It is unlikely that the Group will generate sufficient taxable profits in the
future to utilise these expenses and therefore no deferred tax asset has been
recognised.
8 RETURN PER SHARE
Ordinary shares
Revenue return per Ordinary share is based on revenue on ordinary activities
after taxation of £2,925,000 (2024: £2,720,000) and on 21,951,959 (2024:
21,413,334) Ordinary shares, being the weighted average number of Ordinary
shares in issue during the year.
Capital return per Ordinary share is based on the capital loss of £5,162,000
(2024: loss of £2,724,000) and on 21,951,959 (2024: 21,413,334) Ordinary
shares, being the weighted average number of Ordinary shares in issue during
the year.
Zero Dividend Preference shares
Capital return per ZDP share 2025 is based on allocations from the Company
of £736,000 (2024:
£709,000) and on 14,500,000 (2024: 14,500,000) ZDP shares 2025, being the
weighted average number of ZDP shares in issue during the year.
9 DIVIDENDS
2025 2024
£'000 £'000
Declared and paid per Ordinary share 679 629
Fourth interim dividend for the year ended 30 April 2024 of 3.15p (2023:
2.9425p)
First interim dividend of 3.25p (2024: 3.15p) 715 673
Second interim dividend of 3.25p (2024: 3.15p) 717 673
Third interim dividend of 3.25p (2024: 3.15p) 726 678
2,837 2,653
Declared per Ordinary share* 730 678
Fourth interim dividend for the year ended
30 April 2025 of 3.25p (2024: 3.15p)
All dividends are paid from Revenue Reserve.
* Dividend paid subsequent to the year end.
10 INVESTMENTS - Group and Company
All other listed* AIM traded**
Delisted*** Total
Year ended 30 April 2025 £'000 £'000 £'000 £'000
Opening book cost 34,502 29,195 934 64,631
Opening investment holding losses (3,268) (9,051) (829) (13,148)
31,234 20,144 105 51,483
Opening valuation
Transfer of AIM stock to delisted _ (103) 103 _
Movements in the year:
Purchases at cost 9,283 4,823 _ 14,106
Disposals:
Proceeds (21,020) (13,073) _ (34,093)
Net realised (losses)/gains on disposals (2,010) (4,253) (532) (6,795)
(Increase)/decrease in investment holding losses (1,936) 4,878 324 3,266
Closing valuation 15,551 12,416 _ 27,967
Closing book cost 19,809 16,879 1,161 37,849
Closing investment holding losses (4,258) (4,463) (1,161) (9,882)
15,551 12,416 _ 27,967
Realised losses on disposals (2,010) (4,253) (532) (6,795)
(1,936) 4,878 324 3,266
Movement in investment holding losses
Gains/(losses) on investments (3,946) 625 (208) (3,529)
*This includes all Level 1 and Level 2 investments listed on the London Stock
Exchange.
**This includes all level 1 and 2 investments listed on AIM.
***This includes all delisted stocks which are level 3. The company held two
delisted stocks during the year end 30 April 2025. iEnergiser was sold and
Chamberlin was written down to nil.
All other listed* AIM Delisted*** Total
traded**
Year ended 30 April 2024 £'000 £'000 £'000 £'000
Opening book cost 35,566 30,269 - 65,835
Opening investment holding losses (7,406) (5,604) - (13,010)
Opening valuation -
28,160 24,665 52,825
Transfer of AIM stocks to listed 461 (461) - -
Transfer of delisted stocks - (242) 242 -
Movements in the year: Purchases at cost -
8,237 2,087 10,324
Disposals: -
Proceeds (6,268) (3,771) (10,039)
Net realised (losses)/gains on disposals (3,494) 2,005 - (1,489)
Decrease/(increase) in investment holding losses 4,138 (4,139) (137) (138)
Closing valuation 31,234 20,144 105 51,483
Closing book cost 34,502 29,195 934 64,631
Closing investment holding losses (3,268) (9,051) (829) (13,148)
31,234 20,144 105 51,483
Realised gains on disposals -
(3,494) 2,005 (1,489)
Movement in investment holding losses 4,138 (4,139) (137) (138)
Losses on investments 644 (2,134) (137) (1,627)
*This includes all Level 1 and Level 2 investments listed on the London Stock
Exchange.
**This includes all level 1 and 2 investments listed on AIM.
***This includes all delisted stocks which are level 3. The company did not
hold any delisted stocks during the year ended 30 April 2023.
Transaction costs
During the year the Group incurred transaction costs of £54,000 (2024:
£55,000) and £43,000 (2024:
£13,000) on purchases and sales of investments respectively. These amounts
are included in losses on investments, as disclosed in the Consolidated
Statement of Comprehensive Income.
11 SIGNIFICANT INTERESTS
The Company has provided notifications of holdings of 3% or more in relevant
issuers. The following issuer notifications remain effective as at 30 April
2025:
Name of
issuer
Class of
share
% held
Coral Products
plc
Ordinary
7.58
Orchard Funding Group plc
Ordinary
5.39
Chamberlin
plc
Ordinary
5.02
12 INVESTMENT IN SUBSIDIARIES
Company Company
2025 2024
£'000 £'000
Opening as at 1 May 13 13
Additions in period 67 _
Closing 30 April 100 13
The Company owns the whole of the issued ordinary share capital of SDVP and
2031 ZDPCo, specifically formed for the issuing of Zero Dividend Preference
shares, incorporated and registered in England and Wales, under the respective
company numbers: 11031268 and 16201408. SDVP is currently in liqudation. The
balance of £100,000 for 2025 reflects the share capital fully paid-up for
SDVP and £50,000 share capital for ZDPCo 2031.
13 TRADE AND OTHER RECEIVABLES
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts due from Brokers 70 _ 70 _
Dividends receivable 658 625 658 625
Prepayments and accrued income 37 36 37 36
765 661 765 661
14 TRADE AND OTHER PAYABLES
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade and other payables 461 135 461 135
Loan from subsidiary undertaking - - 100 13
461 135 561 148
15 ZERO DIVIDEND PREFERENCE SHARES
On 8 January 2018, SDVP issued 10,977,747 Zero Dividend Preference shares at
100p per share from the conversion of Zero Dividend Preference shares of SCZ,
the 2018 ZDP subsidiary. On 8 January 2018, 1,802,336 Zero Dividend Preference
shares were also issued at 100p per share by a placing with net proceeds of
£1.8 million. The expenses of the placing were borne by the Company and the
Investment Manager.
On 11 April 2018, SDVP issued a further 1,419,917 Zero Dividend Preference
shares at 103p per share (a premium of 3p per share), and net proceeds of
£1.5 million.
On 10 May 2018, SDVP issued a further 100,000 Zero Dividend Preference shares
at 104.50p per share (a premium of 4.50p per share) and net proceeds of
£104,500.
On 15 May 2018, SDVP issued a further 200,000 Zero Dividend Preference shares
at 104.25p per share (a premium of 4.25p per share) and net proceeds of
£208,500.
The Zero Dividend Preference shares each had an initial capital entitlement of
100p per share, which by an annual rate of 4% compounded daily to 133.18p on
30 April 2025, the redemption date.
Further to redemption on 30 April 2025, the accrued entitlement as per the
Articles of Association of SDV was £nil (2024: 128.11p) per share, being
£nil (2024: £18,575,000) in total, and the total amount charged for the year
of £736,000 (2024: £709,000) has been charged as a finance cost to capital.
16 UNSECURED LOAN
Pursuant to a loan agreement between SDVP and the Company, SDVP has lent the
gross proceeds of the following Zero Dividend Preference transactions to the
Company:
· Gross proceeds of £10,978,000 raised from the conversion of 10,977,747
Zero Dividend Preference shares at 100p on 8 January 2018
· Gross proceeds of £1,802,000 raised from the placing of 1,802,336 Zero
Dividend Preference share at 100p on 8 January 2018
· Gross proceeds of £1,463,000 raised from the placing of 1,419,917 Zero
Dividend Preference shares at a premium of 103p on 11 April 2018
· Gross proceeds of £313,000 raised from the placings of 300,000 Zero
Dividend Preference shares at a premium of 104p on 10 and 15 May 2018
The loan is non-interest bearing and is repayable three business days before
the Zero Dividend Preference share redemption date of 30 April 2025 or, if
required by SDVP, at any time prior to that date in order to repay the Zero
Dividend Preference share entitlement. The funds are to be managed in
accordance with the investment policy of the Company.
The loan is secured by way of a floating charge on the Company's assets under
a loan agreement entered into between the Company and SDVP dated 27 November
2017.
A contribution agreement between the Company and SDVP was also made whereby
the Company undertook to contribute such funds as would ensure that SDVP would
have in aggregate sufficient assets on 30 April 2025 to satisfy the final
capital entitlement of the ZDP shares. The contribution accrued by the Company
to cover the entitlement for the year was £736,000 (2024: £709,000). The
loan was repaid on 30 April 2025.
2025 2024
£'000 £'000
Value at 1 May 18,575 17,866
Contribution to accrued capital entitlement of Zero Dividend Preference shares 736 709
2025
Repayment of loan (19,311) _
_ 18,575
17 SHARE CAPITAL
2024 2023
Number £'000 Number £'000
Issued, allotted and fully paid:
Ordinary shares of 25p each
Opening balance 21,545,000 5,386 21,150,000 5,288
Issue of Ordinary shares 905,000 227 395,000 98
22,450,000 5,613 21,545,000 5,386
During the year, the Company announced the following issuances of new Ordinary
Shares of 25p each:
Nominal Value
Date Shares Price £'000
30/08/2024 250,000 1.70 63
24/10/2024 200,000 1.60 50
31/10/2024 60,000 1.60 15
13/12/2024 155,000 1.58 39
19/12/2024 50,000 1.56 13
15/01/2025 85,000 1.50 21
07/04/2025 105,000 1.28 26
905,000 227
The rights attaching to the Ordinary shares are:
As to dividends each year
Ordinary shares are entitled to all the revenue profits of the Company
available for distribution, including
all undistributed income.
As to capital on winding up
Upon a winding up, holders of Zero Dividend Preference shares issued by SDVP
were entitled to a payment of an amount equal to 100p per share, increased
daily from 8 January 2018 at such a compound rate, equivalent to 4%, giving a
final entitlement to 133.18p for each Zero Dividend Preference share at 30
April 2025, £19,311,100 in total.
The holders of Ordinary shares will receive all the remaining Group assets
available for distribution to shareholders after payment of all debts and
satisfaction of all liabilities of the Company rateably according to the
amounts paid or credited as paid up on the Ordinary shares held by them
respectively.
18 NET ASSET VALUE PER SHARE
The net asset value per share and the net assets attributable to the Ordinary
shareholders and Zero Dividend Preference shareholders are as follows:
Net asset value per share Net assets attributable to shareholders Net asset value per share Net assets attributable to shareholders
2025 2025 2024 2024
pence £'000 pence £'000
Ordinary shares 133.04 29,867 155.59 33,521
Zero Dividend Preference shares _ _ 128.11 18,575
The net asset value per Ordinary share is calculated on 22,450,000 (2024:
21,545,000) Ordinary shares, being the number of Ordinary shares in issue at
the year end.
19 RECONCILIATION OF NET RETURN BEFORE AND AFTER TAXATION TO CASH GENERATED
FROM OPERATIONS - Group and Company
2024 2023
£'000 £'000
Net (deficit)/surplus before taxation (2,197) 54
Taxation (40) (58)
Net (deficit)/surplus after taxation (2,237) (4)
Net capital deficit 5,162 2,724
Increase in receivables (34) (192)
Increase in payables 326 10
Interest and expenses charged to the capital reserve (895) (388)
Net cash inflow from operating activities 2,322 2,150
20 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET CASH - Group and Company
2025 2024
£'000 £'000
Decrease in cash in year 1,509 (293)
Net cash at 1 May 87 380
Net cash at 30 April 1,596 87
21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES
Objectives, policies and strategies
The Group primarily invests in mid and smaller capitalised UK companies. All
of the Group's investments comprise ordinary shares in companies listed on the
Official List of the UK Listing Authority and traded on the London Stock
Exchange Main Market, traded on AIM or traded on other qualifying UK
marketplaces.
The Group primarily invests in mid and smaller capitalised UK companies. The
majority of the Group's investments comprise ordinary shares in companies
listed on the Official List of the UK Listing Authority and traded on the
London Stock Exchange Main Market, traded on AIM or traded on other qualifying
UK marketplaces.
The Group may retain investments in companies which cease to be listed after
the initial investment was made, so long as the total is non-material in the
context of the overall portfolio.
During the year, the Group financed its operations through ZDP shares issued
by SDVP and equity. The ZDP shares were repaid in full on 30 April 2025.
It is, and has been throughout the year under review, the Group's policy that
no trading in financial instruments shall be undertaken.
In pursuing its investment objective, the Group is exposed to a variety of
risks that could result in either a reduction in the Group's net assets or a
reduction of the profits available for distribution. These risks are market
risk (comprising currency risk, interest rate risk and other price risk),
credit risk and liquidity risk. The Board reviews and agrees policies for
managing each of these risks and they are summarised below.
As required by IFRS 7: Financial Instruments: Disclosures, an analysis of
financial assets and liabilities, which identifies the risk to the Group of
holding such items, is given below.
Market risk
Market risk arises mainly from uncertainty about future prices of financial
instruments used in the Group's business. It represents the potential loss the
Group might suffer through holding market positions by way of price movements
and movements in exchange rates and interest rates. The Investment Manager
assesses the exposure to market risk when making each investment decision and
these risks are monitored by the Investment Manager on a regular basis and the
Board at quarterly meetings with the Investment Manager.
Market price risk
Market price risks (i.e. changes in market prices other than those arising
from currency risk or interest
rate risk) may affect the value of investments.
The Board manages the risks inherent in the investment portfolios by ensuring
full and timely reporting of relevant information from the Investment Manager.
Investment performance is reviewed at each Board meeting.
The Group's exposure to changes in market prices at 30 April on its
investments is as follows:
2025 2024
£'000 £'000
Fair value through profit or loss investments 27,967 51,483
Sensitivity analysis
A 10% increase in the market value of investments at 30 April 2025 would have
increased net assets by £2,797,000 (2024: £5,148,000). An equal change in
the opposite direction would have decreased the net assets available to
shareholders by an equal but opposite amount.
Foreign currency risk
All the Group's assets are denominated in Sterling and accordingly the only
currency exposure the
Group has is through the trading activities of its investee companies.
Interest rate risk
Interest rate movements may affect the level of income receivable on cash
deposits. The Group does
not currently receive interest on its cash deposits.
The majority of the Group's financial assets are non-interest bearing. As a
result, the Group's financial assets are not subject to significant amounts of
risk due to fluctuations in the prevailing levels of market interest rates.
The possible effects on fair value and cash flows that could arise as a result
of changes in interest rates
are taken into account when making investment decisions.
The exposure at 30 April 2025 of financial assets and financial liabilities to
interest rate risk is limited to cash and cash equivalents of £1,596,000
(2024: £87,000). Cash and cash equivalents are all due within one year.
Credit risk
Credit risk is the risk of financial loss to the Group if the contractual
party to a financial instrument fails
to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit
risk exposure at the Balance Sheet date.
Listed investments are held by Northern Trust acting as the Company's
custodian. Bankruptcy or insolvency of the custodian may cause the Company's
rights with respect to securities held by the custodian to be delayed. The
Board monitors the Group's risk by reviewing the custodian's internal controls
reports.
Investment transactions are carried out with a number of brokers whose
creditworthiness is reviewed by the Investment Manager. Transactions are
ordinarily undertaken on a delivery versus payment basis whereby the Company's
custodian bank ensures that the counterparty to any transaction entered into
by the Group has delivered in its obligations before any transfer of cash or
securities away from the Group is completed.
Cash is only held at banks that have been identified by the Board as reputable
and of high credit quality.
The maximum exposure to credit risk as at 30 April 2025 was £30,328,000
(2024: £52,231,000). The calculation is based on the Group's credit risk
exposure as at 30 April 2025 and this may not be representative of the year as
a whole.
None of the Group's assets are past due or impaired.
Liquidity risk
The majority of the Group's assets are listed securities in small companies,
which can under normal conditions be sold to meet funding commitments if
necessary. They may, however, be difficult to realise in adverse market
conditions.
Please see notes 15 and 16 for details of the ZDP liability that is due within
one year. All other payables are due in less than one year.
Financial instruments by class and category
2025 2024
£'000 £'000
Assets measured at amortised cost*
Trade and other receivables 765 661
Cash and cash equivalents 1,596 87
2,361 748
Assets measured at fair value
Investments at fair value 27,967 51,483
Total financial assets 30,328 52,231
Liabilities measured at amortised cost*
Trade and other payables (461) 135
Zero dividend preference shares _ 18,575
Total financial liabilities (461) 18,710
*It is the Directors' view that the fair values of the assets and liabilities
measured at amortised cost are not materially different from the carrying
values presented above.
IFRS 7 hierarchy
As required by IFRS 7 the Company is required 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 consists
of the following three levels:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or
liabilities.
An active market is a market in which transactions for the asset or liability
occur with sufficient frequency and volume on an ongoing basis such that
quoted prices reflect prices at which an orderly transaction would take place
between market participants at the measurement date. Quoted prices provided by
external pricing services, brokers and vendors are included in Level 1, if
they reflect actual and regularly occurring market transactions on an arm's
length basis.
Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices).
Level 2 inputs include the following:
· Quoted prices for similar (i.e. not identical) assets in active markets.
· Quoted prices for identical or similar assets or liabilities in markets
that are not active. Characteristics of an inactive market include a
significant decline in the volume and level of trading activity, the available
prices vary significantly over time or among market participants or the prices
are not current.
· Inputs other than quoted prices that are observable for the asset (for
example, interest rates and yield curves observable at commonly quoted
intervals).
· Inputs that are derived principally from, or corroborated by, observable
market data by correlation or other means (market-corroborated inputs).
Level 3 - Inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety. 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 determination of what constitutes 'observable' requires significant
judgement by the Company. The Company considers observable data to investments
actively traded in organised financial markets. Fair value is generally
determined by reference to Stock Exchange quoted market bid prices (or last
traded in respect of SETS) at the close of business on the Balance Sheet date,
without adjustment for transaction costs necessary to realise the asset.
Investments whose values are based on quoted market prices in active markets,
and therefore classified within Level 1, include active listed equities. The
Company does not adjust the quoted price for these investments.
Financial instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified
within Level 2.
Investments classified within Level 3 have significant unobservable inputs.
Level 3 instruments include private equity and corporate debt securities. As
observable prices are not available for these securities, the Company has used
valuation techniques to derive the fair value.
The table below sets out fair value measurements of financial instruments at
the year end, by the level in the fair value hierarchy into which the fair
value measurement is categorised.
Financial Assets at fair value through profit or loss at 30 April 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
27,967 _ _ 27,967
Financial Assets at fair value through profit or loss at 30 April 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
50,755 623 105 51,483
The Company's policy is to recognise transfers into and out of the different
fair value hierarchy levels as at the date of the event or change in
circumstances that caused the transfer to occur.
A reconciilation of fair value measurement in Level 3 is set out in the
following table.
Level 3 Financial Assets at fair value through profit or loss at 30 April
2024 2023
£'000 £'000
Opening fair value 105 -
Transfer from Level 1 _ 200
Transfer from AIM 103 _
Purchases - -
Sales - -
Total gains /(losses) included in losses on investments in the Consolidated
Statement of Comprehensive Income:
- on sold assets
(532) -
- on assets held at the year end 324 (95)
Closing fair value _ 105
As at 30 April 2025, the investment Chamberlain has been classified as Level
3. This stock was delisted from AIM and has been valued at nil.
22 CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going concern;
· to provide an adequate return to shareholders;
· to support the Group's stability and growth;
· to provide capital for the purpose of further investments.
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and to maximise equity holder returns,
taking into consideration the future capital requirements of the Group and
capital efficiency, prevailing and projected profitability, projected
operating cash flows and projected strategic investment opportunities. The
management regards capital as total equity and reserves, for capital
management purposes. The Group currently does not have any loans and the
Directors do not intend to have any loans or borrowings.
23 POST BALANCE SHEET EVENTS
There were no post balance sheet events for the year ended 30 April 2025.
A copy of the Company's Annual Report for the year ended 30 April 2024 will
shortly be available to view and download from the Company's website
www.chelvertonukdividendtrustplc.com
(http://www.chelvertonukdividendtrustplc.com) .
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