Half-year report
09/11/2023 07:00
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Embargoed until 7:00am 9 November 2023
Downing Strategic Micro-Cap Investment Trust plc
LEI Code: 213800QMYPUW4POFFX69
9 November 2023
Half-Yearly Financial Report for the six months ended 31 August 2023
The Directors of Downing Strategic Micro-Cap Investment Trust plc announce the
company's results for the half year ended 31 August 2023.
Key points
► 8.2% decrease in NAV per share and 8.3% decrease in the share price,
compared to a 12.8% decrease in the FTSE AIM All-Share TR index over the 6
months to 31 August 2023, driven by increasing negative sentiment towards UK
smaller companies given the macro-economic headwinds.
► Catalysts to increase shareholder value across all holdings.
► Handful of companies recently refinanced, positioning them more
strongly in a weaker market.
► Agreed bids for two portfolio companies.
► Board planning for an orderly wind up of the Company with an initial
distribution of at least 20% of capital planned in early 2024.
Judith MacKenzie, the lead manager, said:
“The overhang of 2022 has seen the negative markets sentiment towards UK
smaller companies continue. This is despite DSM highlighting its portfolio of
well-run, niche businesses that have largely weathered a challenging economic
backdrop. Meanwhile, the catalysts in the portfolio are being recognised and
realised, with over 20% of net assets now 'in play' with agreed bids or
strategic reviews that should lead to exits and a return of capital. With that
corporate activity in mind, and the continuing negative sentiment towards
smaller companies and small investment trusts, the Board and Manager have
decided that it is timely to begin a managed wind-down of the Company, with
the intention to make the first return to shareholders of at least 20% of
capital in early 2024. This will be followed by further returns of capital as
liquidity/trade exits permit.”
Financial highlights
(Unaudited) (Audited)
Six months ended Year ended
31 August 28 February Change
Assets 2023 2023 %
Net assets (£’000) 33,939 38,355 (11.51%)
Net asset value (‘NAV’) per Ordinary Share 71.57p 77.99p (8.23%)
Mid-market price per Ordinary Share 60.25p 65.70p (8.29%)
Discount 15.81% 15.76%
(Unaudited) (Audited)
Six months ended Year ended
31 August 28 February
Revenue 2023 2023
Revenue return per Ordinary Share 0.17p (1.32p)
Capital return per Ordinary Share (7.07p) (6.22p)
Total return per Ordinary Share (6.90p) (7.54p)
Ordinary shares admitted to trading on 9 May 2017 at 100p per ordinary share.
Starting NAV of 98.04p per ordinary share.
Chairman’s Statement
Overview
For most markets and investors, it has been a tiresome six months. For
micro-caps it has been dispiriting for two or three years. Despite holding a
promising portfolio, your board has taken a blunt decision to start the return
of capital earlier in 2024 than originally anticipated and that is outlined
later in this statement.
All relevant UK indices (FTSE All-Share, Small-Cap, and AIM) have declined.
The S&P 500 has wandered through a small amount of uplift but faltered again.
Valuations are relatively high in the leading market of the US but remain
depressingly low in the glum markets of the UK. Investors and institutions
seem to have lost direction and have retreated from even those equity markets
that are cheap. Advisors do not know what to make of interest rates which,
although not much different from the long-term historical trend, are now
starkly different from recent bull years. The herd is confused. Even bonds
have been uncertain and property prices challenged. Uncertainty has led
investors to shelter in money markets for returns. The prospects of small caps
and value have not featured at all – yet. Compared with a FTSE AIM All-share
TR decline of 13% over the period, DSM’s portfolio NAV declined by 8%,
leading to a complementary share price decline of 8%. Given that our peer
group has also lost market value in the period since DSM’s last year end, it
is barely an accolade to say that DSM has done marginally better than
‘middle of the pack’. In truth, even good micro-cap stocks continue to be
overlooked by markets, brokers, analysts, commentators, and investors. Trading
has been thin. The story seems to be similar for much of the FTSE All-Share
TR. Global drift, uncertainty, advisory fog and bouts of political dysfunction
hardly help.
Meantime, DSM’s portfolio of good companies presses on and the undervalue of
that portfolio has just been illustrated by the agreed sale of OnTheMarket plc
at 110p which is an uplift of almost 100% on its average share price over the
previous 3 months and a 46% uplift on cost and now we have the agreed bid for
FireAngel Safety Technology Group plc at a 46% uplift on the last funding
round. Most of DSM’s portfolio is performing well and more is ripe for M&A
or rerating.
Performance
A decline in DSM’s NAV per share from 77.99p to 71.57p in the period
reflects the continuing downbeat view of equity markets, particularly in the
UK, with low multiples even on the valuations of DSM’s portfolio companies,
most of which are performing much as the managers expect and are adequately
financed, either holding cash or in other ways able to sustain exposure to
continued high interest rates (see the manager’s typical in-depth report).
As to your company’s shares, your board keeps a close eye on the discount.
With modest buy-back activity, the discount remained around 15% to 17%. The
share price reflected the NAV, declining from 65.7p to 60.25p in the period
and the discount widened a little in recent market doldrums.
Return of capital
Last year the board announced its intention to give shareholders the
opportunity in May 2024 to opt for a subsequent return of 50% of their
investment in the company. Since then, given the market’s continuing
undervaluation of both micro-cap stocks and small investment companies -
demonstrated in part by the discount of your company’s share price to NAV,
the board has been considering what would be the best and fairest way to meet
that commitment of returning capital to shareholders, realising best value for
them equitably. It has concluded that it would advantage all shareholders
equally and fairly to commence a managed wind down of the company's investment
portfolio in an orderly manner. That will require shareholder approval which,
along with further details, will be the subject of a circular shortly. It is
expected that an initial return of capital equal to at least 20% of net assets
can be delivered in early 2024 (subject to the two agreed bids noted above
completing successfully) with further returns over a period of complete wind
down. The board is consulting with its investment manager on the timescale for
such a wind down, given current markets and the need to generate best value
for shareholders who can see from the investment manager’s report that
disposals by acquisition have been at values well above carrying value. The
managers have been most helpful and set out more detail on this proposal in
their report.
Meantime, the board is consulting with its advisors on means to ensure that
any return is of a capital nature and on fee structures. Further details on
the timing and likely quantum of returns of capital will be announced once we
have concluded those consultations.
Throughout the process your board will continue to support and encourage one
of the most active, influential, and resourceful management teams in micro-cap
investment. The sector remains in need of their level of involvement and of
much greater market interest.
Providing information to shareholders
I talk to the larger shareholders every six months. I am happy to correspond
with others if they wish. We have a much-enhanced website. Shareholders can
register for monthly news and notice of everything we and the managers say
publicly. We continue to try to reach thousands of shareholdings held in
nominee names via platforms. We are told that our efforts are more successful
than most – even if the results are frankly modest.
Governance
I set out what we do in the annual report. DSM has a very open and
communicative board. In turn, we have high expectations of our investee
company boards. We support our managers, who are plain speakers on that.
Failings by boards are tiresome as well as economically damaging. A DSM
principle is to be constructively determined in aiming for effective boards.
The managers’ report carries yet another successful example this time
leading to a sale.
Company Secretary and administration
Our much-respected company secretary and head of admin, Grant Whitehouse, is
planning his future retirement. We have appointed ISCA, run by two equally
well-respected and ex-Sinclair Henderson (for those with long memories)
investment company administrators and company secretaries.
Wider issues
We are resolutely intolerant of misstatements or misleading statements by
investee boards, management, and their companies.
Forward view
Political and economic dysfunction continues almost globally. The UK now lacks
direction. Central bankers seem determined to retain the monetary brake,
having pedalled in the opposite direction for years. We desperately need
growth and the creation of economic and social values, but central banks and
economic policy makers also need economic foundations of entrepreneurial new
business, re-thinking of productivity, depth of technology, process, skill
levels, determination, and education that will take far more than an electoral
span to achieve. Short-term muddle and short-term, often ineffectual,
initiatives will continue meantime. Corporate UK needs more drive, still more
determined entrepreneurs, more investment in the future and, wherever
possible, constructively challenging governance. DSM’s managers press on all
those fronts and DSM’s portfolio remains a healthy portfolio for the future
of a more determined UK.
A longer-term optimistic view
Small companies are the seedbed of growth for the UK. Our institutions and our
future well-being need that growth; desperately. The UK can punch way above
its weight in a range of knowledge intensive, highly skilled industry and
research. That is underrated in the application of national and institutional
resources. Centrally the country has become so bound by departmental defensive
statements that cold feet too often respond to opportunity and a confused
‘establishment’ fails to foster a culture of personal and local
determination that drives growth. Was it Hayek who said all information is on
the edges (meaning locally, where enterprise and people meet); the centre
knows nothing? We are still a nation too much centrally governed. Nationally
we drift through central caution, isolation and missed opportunity. Success
demands determination (vide the USA over the last 150 years) not a country
that is in a state something akin to administration (for those who recognise
the Insolvency Acts) with decisions ruled centrally by the bank manager – HM
Treasury struggling in a furrow largely of their own making over many years. I
would suggest that over the last 75 years centrally bungled direction has now
run its course. The ‘private’ governance of public money has not helped
national wealth. Once that wealth was fired by drive and innovation well
outside London – Birmingham, Manchester, Leeds, Newcastle, all long ago.
Recently some future wealth creation has been born in places like Cambridge
and a bit elsewhere round the UK. If the inward restriction of central
thinking has truly run its course, as I believe it has, the time has come for
the devolution of drive, energy, determination, funding, and the needs of
national future growth to be allowed to be taken up by local enterprise and
management and to be given much more equity funding by a greater risk-taking
nation and its institutions. Some of the West Midlands, maybe Manchester, are
seeking to do that.
Building a seedbed of knowledge, skill and determination probably takes a
generation – far beyond the vision of politicians or government departments,
but not beyond corporate drive and institutional investment. Pension funds
will not service their liabilities with bonds alone, neither will the nation;
they need thriving small and then growing enterprise.
Micro-Caps will have their day again – but in the longer term!
The Government has accepted the July UK Investment Research Review which
means, if the industry has the will, access to research will be available to
retail investors and there might be a research platform to help disseminate
it. MIFID II amended, at last!
Thanks
Thanks continue to DSM’s determined managers, Judith MacKenzie and Nick
Hawthorn, to Grant Whitehouse for many years of valued service, to my fellow
board members, to shareholders with helpful views and to the Downing support
team who have revamped our website (with board enthusiasm) and are helpfully
constructive.
As we embark on our return of capital in these poor markets, shareholders
might respect our managers’ determined, active role in small companies.
There is not enough of that in UK fund management. Judith MacKenzie is also
the Chair of the Quoted Companies Alliance which provides excellent governance
guidance for small companies in the UK. Thank you to Judith and Nick for their
determination in difficult markets.
Hugh Aldous
Chairman
9 November 2023
Investment Manager’s Report
The NAV of the Company was down 8% per share versus the wider FTSE AIM-All
Share TR index which was down nearly 13% (please note the Company does not
have a benchmark). Meanwhile, the share price was down 8.3%, reflecting the
continued diligence of the board and the buyback policy, which saw c.£1.1m of
equity bought back in the period.
The decline and demise of the smaller companies’ markets in the UK are now
part of the daily narrative of the ecosystem. The facts are stark:
► The number of UK-listed companies has halved since 1997. New issues
have fallen by 33%. 2022 was the worst year for new issues since 1980.
► The UK equity market has shrunk relative to GDP over the last 20
years. From 104% of GDP to 94%. Meanwhile, the US has increased from 101% to
156%.
► The reasons why this de-equitisation continues are multiple and
complex, however, they point to one thing. There are more investors
(institutional and private) selling small companies than buying them. This
needs to change before sentiment towards small companies improves.
► The UK market is dominated by traditional sectors, with just 16%
coming from companies that would be described as growth (vs 42% in the US).
► UK growth companies rely on non-UK investors for 60% of their funding
(and more than 70% for deals larger than $100m).
► Pension fund allocation to UK companies is at the lowest level in
history.
We believe that the reason for these depressing features includes:
► A disconnect between the value of companies in the UK versus the rest
of the world due to perceptions of enhanced political and economic environment
concerns compared to other markets. The UK is therefore a geopolitical risk.
The way to mitigate this is to have UK pension funds invest in UK companies.
The Mansion House reforms need impetus. We must revitalise the small end of
the market – using enhanced tax incentives for private investors.
► Liquidity risk – the perception that lower market caps equal lower
liquidity and therefore higher risk. This is fed by fear and regulation.
Responsibility sits with both the FCA and relevant Exchanges – to make it
easier for investors to invest, raise new funds, and make it cheaper to
maintain a UK listing.
Market inefficiencies breed opportunity. They mean that investment companies
like DSM can use strategic catalysts that counteract market malaise. Smaller
companies tend to thrive after downturns. The US has begun to take notice of
the fact that small caps were trading at historically cheap valuations whilst
EPS growth was trending upwards, and analysts’ EPS forecasts had begun to
improve. The Russell 2000 index rose by 14% from January to the summer months,
and small caps outpaced larger peers at points during the summer. The change
in sentiment towards smaller companies in the UK will happen at some point.
Our Portfolio
Our portfolio companies have already demonstrated that they are cheap and
attractive to trade and private equity buyers. Our holdings are largely
ungeared (or where there is gearing it is shareholder debt or asset backed),
growing, and niche. Below, we cover the main attractors and detractors to
performance in the six-month period to 31 August 2023.
Main contributors
Volex plc (9.8% of NAV – contribution +2.6%, share price up 44% in period)
has returned to being the largest position in DSM following a strong share
price performance, and due to the Company adding to its holding. There have
been plenty of positive developments at the business which have driven a
re-rating, and others which build the foundations for future growth.
Prior to the improvement in share price, the overhang on the share price was
due to:
► Margins: the group reported operating margins in excess of 10% in the
first half of FY21, and since then these had declined by c.100bps through
FY22, troughing at 9% in H222 and H123. FY23 delivered an operating margin of
9.3%, but more notably that meant 9.6% in the second half of the year. We
think this has alleviated margin concerns where the most bearish view was
that, as a contract manufacturer, Volex was destined to see margins decline
back to the low single digits where they began around 2017. This view took no
account of the transformation of the group over the last few years. With the
group now firmly recovering margin on an underlying basis and expected to
sustainably generate over 10% operating margin following the acquisition of
Murat Ticaret, we think this concern has diminished.
► Cash and debt: real free cash generation had been anaemic over the
last few years, with healthy EBITDA and operating cash flows consumed by
increasing cash interest and tax costs, working capital, and capex, as the
business has generated growth in more capital-intensive opportunities. Also,
through the requirement to fund inventory investment as supply chains remained
stretched through Covid. Combined with acquisitions, net debt had increased
materially over the last few years. If one viewed the business as highly
economically sensitive/ cyclical, then it was probably at an uncomfortable
level. The FY23 results showed net debt to EBITDA reduced to 1x, aided by a
significantly improved net operating cash flow of $55.7m.
► Demand: despite good structural drivers, we had been concerned that
demand could soften across some of the sectors, namely consumer and electric
vehicles. Neither concern has played out. Admittedly, the consumer business
did decline in H223, however, there is strong evidence of this business taking
share and winning large new customers as the lowest-cost operating model
shines through. Our concern over electric vehicles was based on monitoring the
order backlog at one of Volex’s largest customers. This backlog declined
significantly through 2022 and has normalised at lower normal levels through
2023. However, Volex’s EV segment remains very strong because of winning
more new business and strong price inflation. The recent NACS coupler
announcement – Volex stating that it is the licensed partner of Tesla for
the North American Charging Standard EV Charging system – may generate
further interest from new OEMs.
With a strong set of full-year results, Volex made further strategic progress
through the proposed (now completed) acquisition of Murat Ticaret, the largest
acquisition to date at €178m. This adds a fifth market segment to the group
in the off-highway space. Like previous Turkish acquisition, DE-KA, Murat
provides access to this market via a low-cost, vertically integrated operator
at scale. Unlike DE-KA, Murat is primarily in high mix, low volume cable
assemblies, similar to the wider Volex businesses. This drives highly
accretive EBITDA margins of over 20% and should drive group margins north of
10% with a full year of earnings in FY25. While this acquisition adds scale
and a new growth vertical, there remains significant untapped potential in
leveraging Murat’s capabilities into the substantial US off-highway market
where Volex has previously been unable to compete on price. The acquisition at
c.5x 2022 EBITDA was funded through debt and an equity raise of £60m, of
which management contributed £15m. FY25 will be the first full year of Murat
earnings, at which point the current share price will value the business on
less than 11x P/E, which continues to significantly lag peers despite the
structurally improving margin profile.
Journeo Plc (5.8% of NAV, contributing 1.62% to performance with share price
up 37.8% in the period). Journeo is a leading Intelligent Transport Systems
provider, delivering solutions in towns, cities, airports, and the public
transport networks that connect them. The company works extensively with local
and combined authorities, Network Rail, and many of the largest multinational
transport operators, supporting them as systems converge toward a more
efficient and sustainable future.
Journeo has seen the benefit of the successful integration of its acquisition
of InfoTec which DSM helped fund when we invested in January 2023. Since then,
the company has announced 11 contract wins. These amount to £10.8m of
purchase orders or contract wins, which help contribute to the £27m order
book and £55m of sales pipeline which was announced in the interim results in
September. There are several tailwinds for Journeo, many of which are not
within the forecasts in the market. These include;
► Move to recurring SAAS revenue which will increase with the recent
acquisition of MultiQ which has 70%+ recurring revenues. This should lead to a
general re-rating as the quality of earnings improves.
► Further contract extensions including the next phase of the New York
Subway contract (phase 1 was worth £15m over c.3 years). Extensions to other
Frameworks including Arriva Bus.
► Macro tailwinds that are not in forecasts include infrastructure
initiatives that are funded – including the Bus Service Improvement Plan
(BSIP £1.2bn), Zebra (£220m) and of course the next phase in rail
infrastructure spend which is CP7, which starts in April 2024. Journeo will
benefit from these initiatives. None are accounted for in forecasts or
pipeline numbers.
► Opportunities provided through acquisition. As we have seen through
the acquisitions of InfoTec and MultiQ, Journeo’s management team is prudent
and will carefully manage the timing of acquisitions so as to not distract
from organic growth. We expect that there will be further acquisitions in the
coming 12 months, with a particular focus on rail.
We bought Journeo on a very modest PE of below 5x earnings, mainly due to the
fact that the company had come through a turnaround and had to prove the
acquisition of InfoTec. However, the management team has delivered, and
interims reflect the transformation. The house analyst notes that Journeo
looks compelling on an FY24E Adj P/E of 10.1x vs peers on 13.2x and reiterates
their 1-year target of 338p (current 208p). They note that further upside
could be seen if cash balances are deployed on additional acquisition
opportunities leading to earnings accretion. We expect that there is upside in
the forecasts through the macro tailwinds highlighted above.
Equals Plc (5.2% of NAV, contributing 0.71% to performance over the period.
Share price up 15.6%). Equals is a fintech payments group focused on the
Enterprise and SME marketplaces. We have enjoyed seeing the scalability and
organic growth coming from this company. It is generating strong double-digit
sales growth, 50%+ gross margins, and cash generation. Unlike many smaller
companies, there is a degree of appreciation of this growth profile, and the
share price has rewarded holders, albeit we believe that there is continued
scope for this to be recognised further.
Interim results posted adjusted EBITDA and EPS coming in at £9.8m and 3.27p,
respectively, on revenues up 43% to £45m – driven by standout transaction
volumes from large/medium-sized clients. Gross margins improved to 52.4% from
47.4%. Cash at the end of June was £16.6m. The optimistic outlook allowed
analysts to upgrade FY23 guidance helped by Equals announcing a maiden FY23
dividend of 1.5p.
With technology growth companies, it is critical to see that growth comes with
as capital lite model as possible – otherwise true cash generation can be
stilted. Therefore, it was good to see that H1 software capitalisation was
£2.4m, in line with amortisation costs of £2.5m, allowing adjusted EBIT
margins (13%) are now in balance. The recent Oonex acquisition (rebranded
Equals Money Europe) should allow it to provide the same essential offering
that it does in the UK in Europe (this includes own name multicurrency IBANs
and bank-grade connectivity).
We see the gap between value here and current share price continuing to widen
as the earnings are upgraded. EPS is set to climb to 12.1p by 2026, providing
24% CAGR growth over the period (from 6.2p this year). We can see upside of
c.70% to the current share price. Since the period end, Equals has put itself
into play, announcing that it has embarked on a strategic review to
potentially realise value through an exit.
Main Detractors in the period
FireAngel Safety Technology Group PLC (3.5% of NAV. Detracted 4.1% from
performance and saw share price fall by 61% in the period). FireAngel, the
provider and supplier of fire safety products in the UK and Europe, continued
to disappoint as it ran out of cash runway to deploy its strategy. It is
particularly disappointing given that previous management had committed to
only raising additional cash on the back of funding exponential growth. This
made the status quo challenging for shareholders to support and therefore a
new Chair and CEO were appointed at the same time as the £6.1m fund raise,
and a strategic review was launched. The new CEO and Chair are well known to
us, having successfully exited a position in Universe Group Plc to private
equity in 2021. It is encouraging that together, they have invested £500k in
the placing.
This company has great macro tailwinds with regulatory influences in their
markets. However, to date, FireAngel has failed to successfully monetise
these. Therefore, the terms of the fundraise reflected the lack of delivery to
date – an issue price of 5.05p, a discount of 25.2% to the pre-announcement
share price. Subscribing shareholders getting one warrant for every three
existing ordinary shares priced at 3p per share reflected the stress that
FireAngel was under.
New management had a clear remit to realise value for shareholders through any
means, including that of a sale of the business. It is therefore encouraging
that FireAngel has received a bid from ISE/ Siterwell Electronics at 7.4p.
This was a healthy premium of 225% to the prevailing share price at the time,
albeit on a very depressed share price post a rescue fund raise. We are
disappointed to see the company sold at this market capitalisation however the
execution risk associated with this business means we are comfortable
supporting the board’s recommendations.
Centaur Media Plc (7.5% of NAV, 3.0% detractor to performance, 26.9% fall in
share price over the period)
It is disappointing to see Centaur (the international provider of business
intelligence, learning, and specialist consultancy) within the group of
detractors to performance in the period, when in our view, management is
delivering on earnings growth despite macro-headwinds in the sector. Although
revenue reduced by 3% to £19.3m due to a fall in non-strategic advertising,
adjusted EBITDA increased modestly to £3.5m from £3.4m thanks to careful
cost management and a focus on profitable revenues.
Cash was strong, with 115% cash conversion delivering a balance sheet of
£8.8m of net cash (the previous year was £14.2m), but this was after
distributions to shareholders of £8m of ordinary and special dividends. We
can understand why the market can take a blanket negative approach to valuing
(or devaluing) certain sectors that may have macro-headwinds but here they are
ignoring the quality of earnings, the self-help mechanisms that management has
shown they are so able to enact, and the commitment to deliver adjusted EBITDA
of over £10m on margins of 23% and beyond this full year.
Looking forward, unlevered FCF of £5.4m equates to a yield of 10%, rising to
17% in FY24, making this a highly attractive value opportunity on
well-underpinned profit forecasts. Here there is optionality, given that the
board has delivered 16% of its market capitalisation back to shareholders over
the last 12 months. The cash will either be used for accretive M&A (which we
deem as unlikely), there is the likelihood of further shareholder capital
returns, meanwhile, shareholders get a 3% dividend yield as they wait for a
strategic initiative to close the gap between the share price and true
tangible value of this quality asset.
Flowtech Fluidpower plc (7.5% of NAV. Detracted 2.3% from performance and saw
share price fall by 22.8% in the period) had a profit warning in the period
combined with a tweak to the strategic direction of the business. In some ways
this was inevitable with a change of CEO and now the business is led by a
through-and-through distributor with Mike England having come from
Electrocomponents and prior to that Brammer and Hagemeyer/ Rexel. If anyone
should know what good looks like for Flowtech, it ought to be Mike.
The new strategy will build on many of the foundations already put in place
but will create a simpler and more cohesive customer proposition going
forward. Distribution relies on delighting customers consistently and Flowtech
stumbled through a reorganisation in the first half of the year which resulted
in negative growth in the highest margin segment of the group. While we had no
direct evidence of a reduction in customer confidence in previous periods, we
had noticed some negative commentary around some of the reorganisation
undertaken by management previously. In hindsight, this was probably already
being reflected in some weaker than expected performance, which we
unfortunately boiled down to a weaker market overall. The simpler operating
model going forward, consolidated under a single brand, should return focus to
the customer and the business can build from here on its already strong market
position.
The other significant change introduced by Mike is to increase the size of the
addressable market by moving into the power, motion, and control sector. This
will triple the market size and provide the opportunity to accelerate growth
from a low base. The e-commerce offering, while receiving a lot of attention,
still lacks traction and is not as progressed as it should be. Once running
properly, and with a refreshed sales and marketing effort, the opportunity to
generate incremental cross-selling should begin to play through.
Overall, whilst it’s disappointing that progress has been slow and, in some
cases, negative, the strategic shift sounds sensible driven by an experienced
distributor has significant merit and increases revenue and earnings potential
for the future. We remain of the view that Flowtech can be a mid-teens EBITDA
business if run correctly and that presents attractive upside over the coming
years. Management will have to work hard to achieve the £13m expected EBITDA
in 2024 but a prospective EV/ EBITDA of sub 6x and free cash flow yield well
north of 10% provides sufficient reward if execution is flawless from here.
Strategic catalysts enacted through the period
► New NED appointment at Journeo PLC
► Improvement and commitment to Investor Relations at Synectics
► New management at FireAngel and Strategic Review started
► Board representation at Real Good Food
► Board monitoring at DigitalBox
► New NED appointment at Norman Broadbent
► Interviewed new CEO at Flowtech
► Discussed capital allocation with Chairman at OnTheMarket
► Various calls with National World management
We made small additions and follow-on investments into Volex, Tactus, and
FireAngel, and we sold down some of our position in Hargreaves Services and
Ramsdens.
Future of the Company
As we highlight above, the negative sentiment towards UK small companies has
continued in 2023. Value and micro-cap strategies have been equally out of
favour and despite outperformance against the relevant indices over the last
two years, DSM has struggled to attract any new investors with the company
itself being largely the only acquiror of its shares.
Discounts of investment trusts are wider than they have been in the last 20
years and as wealth management investment trust buyers themselves consolidate,
there is little interest in a small specialist investment trust like DSM.
This continuation of negative sentiment has coincided with a period of intense
M&A activity in the portfolio with investments representing more than 20% of
the net assets now under offer or in a strategic review process. Given the
redemption option in May 24 and the negative sentiment to UK smaller companies
the board and manager believe that it is in the best interests of shareholders
to begin a phased and managed return of capital to shareholders. In order to
achieve this, shareholders will be asked to approve the alteration of the
Company's investment policy to a managed wind-down strategy. Pursuant to this
strategy, it is the board's plan to return at least 20% of current net asset
value in Q1 2024 (assuming the current offers for portfolio companies complete
as expected). Thereafter it is intended that there will be regular
distributions to shareholders as realisations permit, with a commitment to
return cash as it reaches an appropriate level such that the cost of making
distributions is not prohibitive. The manager believes that it is likely that
further corporate activity in the portfolio that will enable this to be
realised.
Inevitably, due to the nature of some of the investments, natural liquidity
will be limited and hence there could be some time before a full and complete
return of capital is made. Further details of this will be outlined in the
coming weeks, however the manager has identified key catalysts within
portfolio companies that point to an estimated intrinsic value of the
portfolio, which if the divestments are carefully managed, would indicate an
upside of at least 50% to current market cap. It is therefore the priority of
the board and manager to realise this value and return capital to investors in
the most efficient and effective way possible.
Further details on the proposed divestment plan, expected running costs, board
composition, return of capital and revised management arrangements will be
detailed by the end of the calendar year.
Judith MacKenzie
Head of Downing Fund Managers and Partner of Downing LLP
9 November 2023
Investments
As at 31 August 2023
As at 31 August 2023 As at 28 Feb 2023
Market Value (£’000) % of Total Assets % of Total Assets
Volex plc 3,309 9.75 4.09
Flowtech Fluidpower plc 2,552 7.52 8.53
Centaur Media plc 2,546 7.50 9.08
Real Good Food 10% Loan Notes (1) 2,528 7.45 6.59
Hargreaves Services plc 2,375 7.00 8.52
Synectics plc 2,017 5.94 6.26
Journeo plc 1,957 5.77 3.70
Ramsdens Holdings plc 1,952 5.75 6.57
Equals Group plc 1,746 5.15 3.90
National World plc 1,724 5.08 5.32
Inspecs Group plc 1,702 5.01 4.61
Real Good Food 12% Loan Notes (1) 1,420 4.18 3.70
OnTheMarket plc 1,319 3.89 3.77
Digitalbox plc 1,264 3.73 4.50
FireAngel Safety Technology Group PLC 1,191 3.51 4.96
Tactus Holdings Limited (2) 829 2.44 1.98
TheWorks.co.uk plc 812 2.39 2.26
Norman Broadbent plc 412 1.21 0.87
Real Good Food 12% Secured Loan Notes (1) 288 0.85 -
Norman Broadbent 10% Loan Notes (1) 114 0.34 0.56
Real Good Food plc 75 0.22 0.25
Adept Technology Group plc - - 6.24
Total investments 32,132 94.68 96.26
Cash 1,914 5.64 3.93
Other net current assets (107) (0.32) (0.19)
Total assets 33,939 100.00 100.00
1 Unquoted. Stated inclusive of the fair value of unpaid interest income. 2 Unquoted equity.
All investments are in Ordinary Shares and traded on AIM unless indicated. As
at 31 August 2023, DSM held investments in 17 companies (28 February 2023:
18). Details of the equity interests comprising more than 3% of any company's
share capital are set out below. As at 31 August 2023, loan note principal
represented 11.41% (28 February 2023: 9.64%) of total assets and the total of
loan note principal and interest represented 12.82% (28 February 2023:
10.85%).
The table above includes net current assets of £1,807,000 (28 February 2023:
£1,428,000) that are also disclosed in the Statement of Financial Position.
Background to the investments
(unless otherwise stated, all information provided as at 31 August 2023)
Centaur Media PLC (Centaur) (7.50% of net assets)
Cost: £3.58m Value: £2.55m
Background
Centaur Media is an international provider of business information, training
and consultancy, creating value through premium content, analytics, and market
insight within the Marketing and Legal segments. Centaur operates under
several flagship brands, namely The Lawyer, MW Mini MBA, Influencer
Intelligence, and Econsultancy, with the latter three brands forming part of
their marketing arm, XEIM.
Update to the investment case
► Strong EBITDA margin performance and progress on strategy to drive
profitable revenue growth
► Revenue down 3% primarily due to macroeconomic headwinds, however,
earnings came in on plan due to efficient cost management
► Robust balance sheet at £8.8m following £8m paid in ordinary and
special dividends
► An interim dividend of 0.6p which represented a 20% increase on the
2022 interim dividend
► Flagship 4 brands and higher quality revenue streams drove
profitability
Progress against investment case – See comment in the Investment Managers
Report
There is value in the Flagship 4 brands which management considers to be the
key drivers of organic growth: Econsultancy, Influencer Intelligence, MW Mini
MBA, and The Lawyer. The first stage in that value realisation is the
group’s Margin Acceleration Plan (MAP23) which aims to raise adjusted EBITDA
margin growth to 23% and increase revenue to more than £45m by the end of
2023.
Digitalbox PLC (Digitalbox) (3.73% of net assets)
Cost: £1.13m Value: £1.26m
Background
Digitalbox is a 'pure-play' digital media business with the aim of profitable
publishing at scale on mobile platforms. The business generates revenue from
the sale of advertising in and around the content it publishes. Its
optimisation for mobile enables it to achieve revenues per session
significantly ahead of market norms for publishers on mobile.
Update to the investment case
► Profit warning after significant downturn in audience numbers
► Strategic pivot required to return business to sustainable earnings
Progress against investment case
The group announced on 1 August 2023 that it had exchanged contracts to
acquire the digital assets of 99 Problems, Student Problems, and The Life
Network Shopping from Media Chain Group for a total consideration of $800,000.
Media Chain houses 20+ social pages with over 60m followers. The transaction
provides Digitalbox with the opportunity to extend its audience reach through
the 99 Problems 10m Facebook followers, Student Problems 1.4m TikTok
followers, and The Life Shopping Network’s 1m Facebook followers. The
combined follower bases will more than double the number currently owned by
Digitalbox, at approximately 8m Facebook followers. On 1 September, the group
announced that it had completed the acquisition, with the final agreement
resulting in the 99 Problems Instagram page and 90's Life Facebook page
forming part of the acquisition, and Student Problems removed. It was
completed at improved terms for a total of $600,000 in cash and is expected to
be earnings enhancing as the engagement is built with the 20m followers the
business now has within the social media channels.
The acquisition of some of the Media Chain should allow the group to
significantly extend the audiences currently being served by the Digitalbox
brands. With 99 Problems having started life as a social page called Student
Problems, there are plenty of synergies to build around The Tab whilst there
is very strong common ground between Entertainment Daily's audience and those
who follow The Life Shopping Network.
Aside from this acquisition, the Company recently reported that earnings would
be below expectations due to a sharp reduction in audience driven by algorithm
changes from the social platforms. The business requires a strategic pivot to
drive sustainable earnings and growth going forwards.
Equals Group PLC (Equals) (5.15% of net assets)
Cost: £1.19m Value: £1.75m
Background
Equals is a technology-led international payments group augmented by highly
personalised service for the payment needs of SMEs, whether these be FX, card
payments or via Faster Payments. Founded in 2007, the group listed on AIM in
2014 and currently employs around 265 staff across sites in London and
Chester.
Update to the investment case
► Continued significant revenue growth and record transaction values
► Record adjusted EBITDA
► Two acquisitions completed and integrated
► Strong balance sheet
► Intention to introduce maiden dividend for FY to 31 December 2023
Progress against investment case – See additional detail in the Investment
Managers Report
Equals issued a very strong set of interim results and highlighted significant
revenue growth, record adjusted EBITDA, and a strong balance sheet. The group
reported record transaction values, with revenues up 43% to £45.0m. The gross
profit margin increased to 52.4%, adjusted EBITDA more than doubled to £9.8m,
and it held £19.9m in cash despite £2.9m spent on acquisitions. The group
made two acquisitions in the period, Oonex (now Equals Money Europe) which
provides access to the EU market, and Roqqet, an open banking platform. In an
update on trading for the 49 trading days from 1 July to 8 September 2023, YTD
revenue was 39% ahead of the same period the year prior, revenues per day
increased to £370k from £265, and the robust pipeline in the Solutions
business underpins further growth. The group also announced a proposed capital
reduction to put the company in a position to pay dividends, with the board
intending to pay a maiden dividend of 1.5p in respect of the financial year
ending 31 December 2023.
FireAngel Safety Technology Group PLC (FireAngel) (3.51% of net assets)
Cost: £6.54m Value: £1.2m
Background
FireAngel designs, sells and markets smoke detectors, carbon monoxide
detectors and home safety products under the FireAngel, FireAngel Pro,
FireAngel Connect, AngelEye and SONA brands.
We were attracted to FireAngel because of its dominant share of the UK fire
safety market, with products that are endorsed throughout Europe. We also saw
an opportunity from changing legislation that we believe FireAngel will
benefit from. Legislative guidance is for the purchase of smoke alarms with a
7– 10-year lifespan, and we are already beginning to see a replacement cycle
on the installed base in more mature markets.
Update to the investment case
► Revenue and gross profit down
► Headwinds from adverse impact of unsuccessful currency hedge
► Inventory reduced
► New contract wins
► Senior team reinvigorated
► Strategic review introduced
► post period end the company has had an agreed approach at 7.6p per
share (approximately 250% premium to share price) subject to shareholder
approvals
Progress against investment case – See additional detail in the Investment
Managers Report
FireAngel issued interim results for the period to 30 June 2023 and reported
revenue down 16% to £21.4m, with UK revenue growth of 11% offset by a 63%
decline in international revenue. Gross profit in the period was down 32% to
£3.8m, and there was a loss of £4.0m before tax.
More positively, the group won new business contracts with Yale, British Gas
Services, and a Middle East government agency, and delivery and production
contracts were signed with Techem and a long-term manufacturing partner. Price
rises were agreed with major customers. A strategic review commenced, and
actions have been taken to reduce inventory and operating costs. The senior
management team was refreshed, with the chairman replaced and three key
appointments made. The business continues to face significant headwinds, but
these are being addressed, the benefits of which are expected to result in
improvements in 2024.
Flowtech Fluidpower PLC (Flowtech) (7.52% of net assets)
Cost: £2.60m Value: £2.55m
Background
Flowtech is a value-added distributor of hydraulic and pneumatic consumables
into a wide array of sectors predominantly in the UK and Ireland. The group is
a leading UK player in this space, with pre‐Covid revenues of over £110
million, and it sits between much larger global manufacturers and a highly
fragmented and localised cohort of smaller distributors. The company’s high
service levels, broad stock offering, and exposure to maintenance, repair and
overhaul markets were key attractions, and these attributes facilitate
Flowtech’s relatively high gross margins of over 35%.
Update to the investment case
► Revenue up by 2.8% with varying performance across segments
► Solutions and Service divisions operating well
► 5.7% revenue decline in Flowtech division
► Out-turn for FY23 expected to be significantly behind expectations
► Adverse market headwinds expected in HY2
► New CEO addressing issues head-on
Progress against investment case – See additional detail in the Investment
Managers Report
The group issued a trading update and notice of interim results for the six
months ended 30 June 2023 and reported that overall group revenue grew by
2.6%, with a mixed performance between the divisions. The Solutions and
Services divisions continued to operate well, showing strong growth, however,
the performance of the Flowtech division was disappointing, with a decline in
revenue of 5.7%. Given the lower gross margins in the Solutions and Services
divisions and the underperformance of the Flowtech division, group EBITDA in
HY1 2023 is behind board expectations.
Actions to address the commercial and operational shortfalls adversely
impacting performance in the Flowtech division are in progress, some of which
require targeted new capital investment and some to address legacy issues. The
HY1 growth and contribution from the Solutions and Services divisions have
been more positive. However, adverse market headwinds are expected into HY2,
and activity across the broader industrial markets is anticipated to slow. For
these reasons, the board now expects the out-turn for FY23 to be significantly
behind previous expectations.
Mike England took over as CEO in April and is focused on establishing a
stronger platform for market share growth and improved margins in 2024 and
beyond. He has introduced changes in managerial leadership and implemented a
plan to further simplify the group’s operating model which should improve
the overall service and value proposition for customers and deliver greater
efficiencies as the business scales. This also includes maintaining tight
control of costs whilst making the right strategic investments for the future.
Hargreaves Services PLC (Hargreaves) (7.0% of net assets)
Cost: £1.82m Value: £2.37m
Background
Hargreaves is a diversified group delivering key projects and services to the
industrial and property sectors. The Distribution and Services division aims
to generate sustainable profitability through operations across the energy and
infrastructure sectors in the UK, Europe and Asia. The Property and Land
division aims to generate value through the development and/ or disposal of
the companies’ significant land bank which includes planning for
residential, logistics and industrial space.
Update to the investment case
► Strong renewable energy land asset valuation and realisation plan set
out
► No update on releasing excess cash from the German JV
► Land and Services performed well and generated strong margins
► Shares remain exceptionally cheap
Progress against investment case
The group set out a strong value proposition and realisation case from its
renewable’s portfolio over the next five years in its full-year results
announcement. The assets are held on the books at £6.6m and the realisation
case set out is between £21.6m and £28.9m depending on the development and
commissioning undertaken. We would be disappointed if realisations aren’t
made significantly ahead of the five-year target.
We were disappointed not to see further commitment to releasing more cash from
Germany, particularly as commodity prices have retreated and this should mean
that the commodity trading business requires less capital. We hope to receive
further updates on this at the interims.
The operating segments – Land and Services – performed well in the period.
The Services business in particular generated strong margins and has a good
pipeline of work with the Sizewell and Lower Thames projects which will run
beyond HS2.
With the shares trading around 450p and a net assets per share, which is also
understated, of 618p per share, the shares remain exceptionally cheap. The
catalysts to drive a re-rating will be centred around progress on the
realisations and return of capital, and continued resilience in the operating
companies.
Inspecs Group PLC (Inspecs) (5.01% of net assets)
Cost: £1.54m Value: £1.70m
Background
Inspecs is a vertically integrated designer, manufacturer, and distributor of
eyewear and lenses. It owns its own brands, some of which are market-leading,
and it also licenses brands and provides white-label options for others.
Update to the investment case
► Improved trading and cash generation performance
► Norville losses reduced substantially
► Net debt (excluding leases) reduced by £5m
► New Vietnam facility will significantly increase manufacturing capacity
Progress against investment case
When we initiated our position in Inspecs earlier this year, we broadly
expected that 2023 would be a recovery year as cost savings and improved
demand played through. The group reported interim results for the period to 30
June 2023 and that it had made steady progress, characterised by improved
trading and cash generation performance. Revenue increased by 6.1%, operating
profit increased by 25.1%, gross profit margin increased to 51.4%, and net
debt reduced from £27.6m to £22.7m. Operational highlights included the sale
of 6.9m eyewear frames, compared to 6.2m in the same period the year prior.
Revenue growth was strong in the UK and North America but was significantly
higher in LATAM where it grew by 277%. Management remains focused on achieving
operational efficiency gains and identifying integration opportunities. The
construction of a new facility in Vietnam which is expected to be completed in
H1 2024 will significantly increase the manufacturing capacity of the group.
Journeo PLC (Journeo) (5.76% of net assets)
Cost: £1.13m Value: £1.96m
Background
Journeo is a relatively new addition to the portfolio and the company provides
solutions into the transport sector, including displays and passenger
management. This is a sector that we are particularly enthusiastic about. The
underinvestment in UK infrastructure, particularly transport, is well known
and we as managers, have capitalised on this in other investments over the
last decade. The sector tends to be serviced by a number of niche/small
companies and therefore a smart buy-and-build strategy can yield attractive
returns if executed by a management team focused on return on investment.
Update to the investment case
► Set to benefit from long‐term government spending trends in the
transport sector
► Demonstrating the ability to generate strong organic and acquisitive
growth
► Strong order book and sales pipeline
► Revenue for the FY expected to be significantly ahead of current market
expectations
Progress against investment case – please see Journeo discussed in the
Investment Managers Report
The business is set to benefit from long term government spending trends in
the transport sector to help reduce emissions by improving the quality and
quantity of public transport journeys. There are a number of
multi-billion-pound government projects which Journeo is able to tap into to
expedite the growth of the business.
The group issued a market update for the six months ended 30 June 2023 and
provided further information on its trading expectations through to 2025. In
the period, group revenues increased by 145% to £21.8m, which represented 41%
organic growth in core business revenue and £9.3m revenue from Infotec. The
sales order intake increased to £18m, including £4.2m from Infotec, which
provides increased visibility into H2 2023 and beyond. The order book carried
forward into H2 2023 was £27m and the sales opportunity pipeline was over
£55m.
Revenue for the full year is expected to be significantly ahead of current
market expectations, and profit before tax for the full year expected to be
marginally ahead of current market expectations. This demonstrates Journeo’s
resilience and ability to maintain its performance despite the challenging
macroeconomic environment.
National World PLC (National World) (5.08% of net assets)
Cost: £2.92m Value: £1.72m
Background
National World is a reverse into the regional publishing assets of the old
Johnston Press, the third largest newspaper publisher in the UK. The business
is highly cash generative and unencumbered by legacy assets typical of other
large publishers. This leads to improved cash generation and that cash flow
can be re-invested into content and a digital transition which will offer more
opportunities for growth and higher margins.
Update to the investment case
► Acquisitions and product launches signal return to revenue growth
► Total revenue down 4%
► Digital revenue up 9%
► Strong balance sheet with cash balance of £22.1m
► Five acquisitions completed, boosting revenue expectations
Progress against investment case
The group issued a positive interim financial report and highlighted that
continued investment in acquisitions and new product launches signals a return
to revenue growth, despite the headwinds for the sector. Total revenue was
down 4% over the period, however, there was some improvement in the second
quarter with flat year-on-year performance, following an 8% decline in the
first quarter. Digital revenues were up 9% to £8.9m, with average monthly
page views of 141m, up 21% on the same period the year prior. Despite the
downturn in the advertising market, video advertising held up well and
continues to be an area of growth. Revenues were up 67% and total video views
of 275 million represent a 49% year-on-year improvement.
The group delivered adjusted EBITDA of £3.1m, a decline of 47%, and adjusted
operating profit of £2.9m. Contributing factors were the downturn in
advertising and investment in new brands. The group accelerated plans to
implement a new operating model, which will deliver £1.1m of savings in the
second half, with c.£2.5m of annualised cost savings and restructuring costs
of £0.9 million. However, the new model primarily focuses on sustaining
National World’s news brands in local markets by increasing reach and
customer engagement. Investment in technology and platforms is well advanced
and the first relaunches of fully automated and integrated print, online, and
video brands is expected this quarter. The group completed five acquisitions
in the period, paying a total consideration of £3.0m, (£1.9m consideration
net of cash acquired) funded from its existing cash resources. Revenue of
£2.0m and EBITDA contribution of £0.3 million were reported in the first
half, with the bulk of this flowing from 1 May. For the full year, revenues of
approximately £7.0m are expected with an EBITDA contribution of c.£1.0m.
Norman Broadbent PLC (Norman Broadbent) (equity, loan notes and interest,
1.55% of net assets)
Cost: £0.57m Value (including loan note interest): £0.53m
Background
Norman Broadbent is less than 2% of DSM but Downing client funds now hold an
influential stake of almost 20% of the equity. Norman Broadbent offers a
bespoke mix of high-quality Search, Interim Management, Research & Insight,
Assessment & Development solutions. A recognised but historically uninspiring
brand, Norman Broadbent has market presence but had struggled to gain scale.
However, it is profitable, modestly cash generative, and provides a platform
for growth. After executing a turnaround in 2017 and a return to stability,
Downing and other strategic shareholders recently refreshed the Chair and CEO
positions, having identified a strong ‘buy‐in’ team to take Norman
Broadbent to the next level of organic and inorganic growth.
Update to the investment case
► Strong revenue growth and Net Fee Income
► Highly experienced management team with proven track record
► Repaid £0.2m convertible loan notes
► Net Fee Income up 58%
► Recent trading update reiterated ability to generate up to £1.5m of
EBITDA by 2025, despite the macro headwinds of the recruitment sector
Progress against investment case
Norman Broadbent issued strong interim results, reporting revenue growth up
54% and underlying EBITDA of £0.27m up almost 400%. The group delivered its
first profitable H1 since 2019, generating profit before tax of £8,000
compared with a loss of £72,000 for the same period the year prior. The group
also paid down £0.2m of convertible loan notes during the reporting period,
with the balance of £0.2m expected to be repaid before the second anniversary
of issue. Operationally, Net Fee Income (NFI) increased by 58% to £5.2m,
Executive Search NFI grew by 58% and Interim Management NFI was up 43%. The
group has strengthened the business in all areas, with economies of scale and
efficiency improvements beginning to benefit the bottom line. Having delivered
a profit after tax for the first time since H1 2019, the substantial carried
forward tax losses of over £14m begin to be of significant value as
management expects to deliver sustainable and accelerated growth in the years
ahead.
OnTheMarket PLC (OnTheMarket) (3.89% of net assets)
Cost: £1.87m Value: £1.32m
Background
OnTheMarket is a majority agent owned and back property portal with around 60%
share of UK agents. The new strategy will recycle the profits and cash
generation from the undervalued portal into ancillary tech services to provide
more value for agents and facilitate further wallet share.
Update to the investment case
► Record group revenues and profits
► Continued strategic progress
► Cash balance of £11.3 million provides operating flexibility and
potential for capital returns
► OnTheMarket Software incurred a £1.5m impairment charge
► OnTheMarket was subject to a private equity bid post the results date,
which requires shareholder approval but if voted for will provide shareholders
with a 56% premium to the closing price and a 94% premium to the average share
price of the previous 3 months
Progress against investment case
The group issued FY results for the year ended 31 January 2023 and reported
record group revenues and continued strategic progress. Management reported a
positive start to FY24 with current trading in the year-to-date in line with
the board's expectations.
Ramsdens Holdings PLC (Ramsdens) (5.75% of net assets)
Cost: £1.33m Value: £1.95m
Background
Ramsdens is a growing, diversified, financial services provider and retailer,
operating in the four core business segments of foreign currency exchange,
pawnbroking loans, precious metals buying and selling and retailing of
second-hand and new jewellery. Ramsdens does not offer unsecured high-cost
short-term credit. Headquartered in Middlesbrough, the group operates from
over 158 stores within the UK (excluding 2 franchised stores) and has a
growing online presence.
Update to the investment case
► Strong performance with positive trading momentum
► Revenue and gross profit significantly improved
► Quality management team
► Strong balance sheet conservatively managed
► Store estate expanded to 158 stores
Progress against investment case
Ramsdens announced its interim results and reported a strong performance,
achieved by strong trading across all the group’s key income streams. This
momentum puts the business on course to deliver record profits in the current
financial year. Profit before tax was up by 68% to £3.7m, gross revenue
increased by 33% to £39.0m, and jewellery retail revenue increased by 32% to
£17.3m. The pawnbroking loan book increased by 29% to £9.7m, and foreign
currency gross profit increased by 41% to £4.9m. The group opened six new
stores in the period, and it anticipates opening another six in the second
half of FY23.
Management is focused on driving organic growth by delivering ongoing
continuous improvements to its operations, expanding the store estate, and
investing in the online offering. In addition, the board is continuing to seek
and appraise attractive consolidation opportunities in what remains a highly
fragmented market.
Real Good Food PLC (Real Good Food) (equity, loan notes and interest, 12.7% of
net assets)
Cost: £5.45m Value (including loan note interest): £4.33m
Background
Real Good Food is a food manufacturing business specialising in cake
decoration (Renshaw and Rainbow Dust Colours) in the UK, USA and Europe.
Update to the investment case
► Macro-headwinds continue to impact the business
► Challenging conditions have shown some improvement
► Radical reform programme and new management team
► Reform program realised £8m of annualised cost savings for 2024 and
beyond
► Loan extension provides a secure platform for rebuilding
Progress against investment case
Real Good Food’s full-year results for the year ended 31 March 2023 reported
revenues fell by 19.8% to £32.5m as the macroeconomic headwinds punished the
business. An EBITDA loss of £4.8m reflected the reduced gross margins and
operating leverage, and the group posted a loss before tax of £9.0m. The
business secured a £2.5m revolving credit facility and £0.55m in short-term
shareholder loans which will support the group's radical reform programme. At
the period end, total net debt had increased to £31.2m compared with £25.5m
the year prior.
Volumes were about 26% lower year-on-year, with sales into the US and Europe
significantly reduced – these were market-driven rather than customer
losses. Key input costs continued to rise, and this was partially mitigated by
increased prices to customers, but the limited availability of key ingredients
also impacted performance. The impact of reduced volumes and the lag in
passing cost increases on to customers reduced gross margins, however, these
have begun to improve in the current trading period.
While market conditions remain challenging; there is evidence that volumes in
some segments are beginning to rebuild, and the business is trading its way
into a better place as the busier autumn season kicks in. A radical reform
programme that has been implemented over the last year has been
transformational and, with a management team in place, Real Good Food is
well-positioned to make further gains, particularly in manufacturing
efficiencies, sales, and customer focus. A loan extension will provide a more
secure platform to continue the journey to sustainable and satisfactory
profitability.
Following the release of a trading update by Real Good food plc on 31 October
2023, the board has reviewed the valuation of the Company’s loan stock
investment and revalued it to £2.6M (including interest and redemption
premium). This valuation has been adopted by the Company in its daily NAV
announcements with effect from 3 November 2023.
Synectics PLC (Synectics) (5.94% of net assets)
Cost: £3.98m Value: £2.02m
Background
Synectics is a leader in the design, integration, and support of advanced
security and surveillance systems. The group has deep industry experience
across gaming, energy, urban transport, public space and critical
infrastructure projects. Its expert engineering teams work in partnership with
customers to create integrated product and technology platforms, proven in the
most complex and demanding operating environments.
Update to the investment case
► Target markets are strong and recovering
► Latest financial results demonstrate significant turnaround in
performance
► Strong order book
► FY results expected to be in line with market expectations
Progress against investment case
Synectics announced its interim results for the six months ended 31 May 2023
and highlighted that revenue was £21.9m, 14% ahead of the same period the
year prior. Underlying operating profit increased by 61% to £0.8m and
underlying profit before tax was up 62% to £0.7m. Strength in the oil & gas
market underpinned the strong results, with growth in other markets more
modest. The group has a strong order book at £28.4m and the board expects
significantly improved trading in the second half of its financial year.
Synectics operates in markets that are strong and recovering, and the company
has solid long-term growth potential, from a sound platform. The group
possesses excellent technology in thriving global markets, including oil &
gas, gaming, and public safety, which are experiencing renewed growth. With a
robust financial position and a clear strategic direction, future success will
be delivered by the execution of that strategy.
Tactus Holdings Limited (Tactus) (2.44% of net assets)
Cost: £1.23m Value: £0.83m
Background
Tactus is an unquoted UK business which supplies own- and third-party computer
hardware, including laptops and notebooks and customised gaming PCs.
Update to the investment case
► Revenue behind budget due to consumer slow down
► Margins and earnings affected by destocking and sell through
initiatives in H2
► Strong cash generation driven by inventory reductions
Progress against investment case
Tactus is strategically well-positioned to take share in the PC gaming market
which is one of the fastest growing forms of entertainment globally. While the
year saw consumer spending and margin headwinds which have impacted earnings,
we expect that the normalisation of supply chains, reduced de-stocking
activity and internal restructuring efforts should provide upside to earnings
over the next 12 months. There is also untapped opportunity in the B2B market
which has been underserved by the current model and which presents a good
growth opportunity going forward.
TheWorks.co.uk PLC (TheWorks) (2.39% of net assets)
Cost: £1.41m Value: £0.81m
Background
TheWorks is one of the UK's leading multi-channel value retailers of arts and
crafts, stationery, toys, and books, offering customers a differentiated
proposition as a value alternative to full-price specialist retailers. The
group operates a network of over 500 stores in the UK & Ireland and an online
store.
Update to the investment case
► Resilient performance in line with revised expectations
► Total revenue increased
► Business rates cost increased as Covid reliefs ended
► Strong balance sheet
► Improved store estate
Progress against investment case
TheWorks issued results and a trading update on 30 August 2023 which showed
the group delivered a resilient performance in FY23, despite the challenging
backdrop. Revenue increased by 5.8% to £280.1m, driven by its strong
portfolio of stores and bolstered by the sector-wide shift of customers
returning to shop in-store post-Covid. Store sales strengthened as the year
progressed, delivering a LFL increase of 7.5%, however, online sales declined
resulting in overall LFL sales growth of 4.2%. Product gross margin declined
by 170bps due to strategic change in sales mix (increased weighting of
front-list books) and higher freight costs, and business rates costs increased
by £5.8m as Covid reliefs ended. Although inflationary pressures increased
business costs and dampened consumer confidence, TheWorks ended the year in
line with its rebased expectations. The group remains in a strong financial
position at the end of FY23, with net bank balances of £10.2m (FY22: £16.3m,
including higher than usual creditor balances).
Volex PLC (Volex) (9.75% of net assets)
Cost: £1.67m Value: £3.31m
Background
Volex manufactures complex cable assemblies and power cords through a global
manufacturing base for a wide variety of industries. Following a turnaround
and portfolio repositioning, the business has shifted away from lower margin,
commodity products and has been growing sales in high structural growth
sectors such as electric vehicles and data centres.
Update to the investment case
► Strong group revenue growth driven by strong organic growth and
acquisitions
► Effective management of inflation and cost control
► Significant progress made towards five-year growth plan
► Investment in increasing capacity across India, Mexico, Poland and
Indonesia
Progress against investment case – See additional detail in the Investment
Managers Report
With a strong set of full-year results, Volex made further strategic progress
through the proposed (now completed) acquisition of Murat Ticaret, the largest
acquisition to date at €178 million. This adds a fifth market segment to the
group in the off-highway space. Like previous Turkish acquisition, DE-KA,
Murat provides access to this market via a low-cost, vertically integrated
operator at scale. Unlike DE-KA, Murat is primarily in high mix, low volume
cable assemblies, similar to the wider Volex businesses. This drives highly
accretive EBITDA margins of over 20% and should drive group operating margins
north of 10% with a full year of earnings in FY25. While this acquisition adds
scale and a new growth vertical, there remains significant untapped potential
in leveraging Murat’s capabilities into the substantial US off-highway
market where Volex has previously been unable to compete on price. The
acquisition at c.5x 2022 EBITDA was funded through debt and an equity raise of
£60m, of which management contributed £15m. FY25 will be the first full year
of Murat earnings, at which point the current share price will value the
business on less than 11x P/E, which continues to significantly lag peers
despite the structurally improving margin profile.
Interim Financial Statements
Condensed Statement of Profit or Loss and Other Comprehensive Income
for the six months ended 31 August 2023
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments at fair value through profit or loss - (3,225) (3,225) - (2,935) (2,935) - (2,774) (2,774)
Investment income 415 - 415 484 - 484 1,088 - 1088
415 (3,225) (2,810) 484 (2,935) (2,451) 1,088 (2,774) (1,686)
Investment management fee (31) (123) (154) (33) (132) (165) (62) (247) (309)
Impairment expense - - - - - - (1,196) - (1,196)
Other expenses (303) (29) (332) (215) - (215) (483) (61) (544)
(334) (152) (486) (248) (132) (380) (1,741) (308) (2,049)
Profit/(loss) before taxation 81 (3,377) (3,296) 236 (3,067) (2,831) (653) (3,082) (3,735)
Taxation - - - - - - - - -
Profit/(loss) for the period 81 (3,377) (3,296) 236 (3,067) (2,831) (653) (3,082) (3,735)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
(p) (p) (p) (p) (p) (p) (p) (p) (p)
Earnings/(loss) per Ordinary Share 0.17 (7.07) (6.90) 0.47 (6.17) (5.70) (1.32) (6.22) (7.54)
The total column of this statement represents the Statement of Comprehensive
Income of the company prepared in accordance with international accounting
standards and in conformity with the requirements of the Companies Act 2006.
The supplementary revenue and capital return columns are prepared under
guidance published by the Association of Investment Companies (‘AIC’).
The profit/(loss) for the period disclosed above represents the company’s
total comprehensive income. The company does not have any other comprehensive
income.
All items in the above statement are those of a single entity and derive from
continuing operations. No operations were acquired or discontinued during the
period.
Condensed Statement of Changes in Equity
for the six months ended 31 August 2023
Share capital Capital redemption reserve Special reserve Capital reserve Revenue reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
Year ended 28 February 2023 (Audited)
At 28 February 2022 56 - 54,474 (12,126) 655 43,059
Profit for the year – - – (3,082) (653) (3,735)
Buyback of Ordinary Shares into treasury – - – (812) – (812)
Transfers between reserves – - – – – –
Cancellation of treasury (4) 4 - – –
Expenses for share buybacks – - – (8) – (8)
Dividends paid (note 8) – - – – (149) (149)
As at 28 February 2023 52 4 54,474 (16,028) (147) 38,355
Six months ended 31 August 2023 (Unaudited)
At 28 February 2023 52 4 54,474 (16,028) (147) 38,355
Profit for the period – – – (3,377) 81 (3,296)
Buyback of Ordinary Shares into treasury – – – (1,107) – (1,107)
Expenses for share buybacks – – – (13) – (13)
Dividends paid – – – – – –
As at 31 August 2022 52 4 54,474 (20,525) (66) 33,939
Condensed Statement of Financial Position
as at 31 August 2023
(Unaudited) (Unaudited) (Audited)
31 August 2023 31 August 2022 28 February 2023
£’000 £’000 £’000
Non-current assets
Investments held at fair value through profit or loss 32,132 34,503 36,927
32,132 34,503 36,927
Current assets
Trade and other receivables 10 15 88
Cash and cash equivalents 1,914 5,007 1,505
1,924 5,022 1,593
Total assets 34,056 39,525 38,520
Current liabilities
Trade and other payables (117) (65) (165)
(117) (65) (165)
Total assets less current liabilities 33,939 39,460 38,355
Net Assets 33,939 39,460 38,355
Represented by:
Share capital 52 56 52
Capital redemption reserve 4 - 4
Special reserve 54,474 54,474 54,474
Capital reserve (20,525) (15,812) (16,028)
Revenue reserve (66) 742 (147)
Equity shareholders’ funds 33,939 39,460 38,355
Net asset value per Ordinary Share 71.57p 79.68p 77.99p
Condensed Statement of Cash Flows
for the six months ended 31 August 2023
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
£’000 £’000 £’000
Operating activities
(Loss)/return before taxation (3,296) (2,831) (3,735)
Losses on investments at fair value through profit or loss 3,225 2,935 2,774
UK fixed interest income (22) (340) (380)
Receipt of UK fixed interest income 11 - -
Impairment expense - - 1,196
Decrease/(increase) in other receivables 78 45 (28)
(Decrease) in other payables (47) (175) (75)
Purchases of investments (2,759) (1,926) (6,321)
Sales of investments 4,340 4,269 5,244
Net cash inflow from operating activities 1,530 1,977 (1,325)
Financing activities
Buyback of Ordinary shares into treasury (1,107) (615) (812)
Expenses of for share buybacks (14) (4) (7)
Dividends paid - (149) (149)
Net cash outflow from financing activities (1,121) (768) (968)
Change in cash and cash equivalents 409 1,209 (2,293)
Cash and cash equivalents at start of period 1,505 3,798 3,798
Cash and cash equivalents at end of period 1,914 5,007 1,505
Comprised of:
Cash and cash equivalents 1,914 5,007 1,505
Notes
1. General information
Downing Strategic Micro-Cap Investment Trust PLC (‘the company’) was
incorporated in England and Wales on 17 February 2017 with registered number
10626295, as a closed-end investment company limited by shares.
The company commenced its operations on 9 May 2017. The company intends to
carry on business as an investment trust within the meaning of Chapter 4 of
Part 24 of the Corporation Tax Act 2010.
2. Accounting policies
Basis of accounting
The unaudited financial statements for the six months ended 31 August 2023
have been prepared in accordance with the accounting policies set out in the
statutory accounts for the year ended 28 February 2023, which were prepared in
accordance with international accounting standards and in conformity with the
requirements of the Companies Act 2006.
These Financial Statements are presented in Sterling (£) rounded to the
nearest thousand. 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 (‘AIC’) issued in October 2019 is consistent with the
requirements of international accounting standards, the directors have sought
to prepare the Financial Statements on a consistent basis compliant with the
recommendations of the SORP.
The financial information presented in respect of the six months ended 31
August 2023 and the comparative half-year period ended 31 August 2022 has not
been audited. The financial information presented in respect of the year ended
28 February 2023 has been extracted from the financial statements for that
year, which have been delivered to the Registrar of Companies. The Auditor’s
report on those financial statements was unqualified and did not include a
statement under sections 498(2) or 498(3) of the Companies Act 2006.
3. Income
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
£’000 £’000 £’000
Income from investments
UK dividend income 373 142 688
UK fixed interest income 22 340 380
Bank interest income 20 2 20
Total 415 484 1,088
UK fixed interest income represents loan note interest receivable from Real
Good Food plc and Norman Broadbent plc. UK fixed interest income forms part of
the overall fair value of the loan note instruments and are therefore included
within investments held at fair value through profit or loss on the Statement
of Financial Position.
4. Investment management fee
In respect of its services provided under the Management Agreement, the
Investment Manager is entitled to receive a management fee payable monthly in
arrears, calculated at the rate of one twelfth of 1% of the market
capitalisation as at the relevant calculation date.
The Investment Manager has agreed that, for so long as it remains the
company’s Investment Manager, it will rebate such part of any management fee
payable to it so as to help the company maintain an ongoing charges ratio of
2% or lower.
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
£’000 £’000 £’000
Investment management fee
Revenue 31 33 62
Capital 123 132 247
Total 154 165 309
5. Basic and diluted return per Ordinary Share
Returns per Ordinary Share are based on the weighted average number of shares
in issue during the period. As there are no dilutive elements on share
capital, basic and diluted returns per share are the same.
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
Net return Per share Net return Per share Net return Per share
£’000 Pence £’000 Pence £’000 Pence
Revenue return/(loss) 81 0.17 236 0.47 (653) (1.32)
Capital loss (3,337) (7.07) (3,067) (6.17) (3,082) (6.22)
Total loss (3,256) (6.90) (2,831) (5.70) (3,735) (7.54)
Weighted average number of Ordinary Shares (1) 47,770,423 49,684,468 49,519,100
(1)Excluding treasury shares
6. Net Asset Value per Ordinary Share
NAV per Ordinary Share is based on net assets at the period end and 47,421,927
(31 August 2022: 49,519,882, 28 February 2023: 49,176,599) Ordinary Shares,
being the number of Ordinary Shares in issue excluding treasury shares at the
period end.
(Unaudited) (Unaudited) (Audited)
31 August 2023 31 August 2022 28 February 2023
NAV per share NAV attributable NAV per share NAV attributable NAV per share NAV attributable
Pence £’000 Pence £’000 Pence £’000
Ordinary Shares:
Basic and diluted 71.57 33,939 79.68 39,460 77.99 38,355
7. Investments
(Unaudited) (Unaudited) (Audited)
Six months ended Six months ended Year ended
31 August 2023 £’000 31 August 2022 £’000 28 February 2023 £’000
Opening book cost 42,440 40,512 40,512
Opening UK fixed interest income at fair value through profit or loss 466 1,282 1,282
Opening investment holding losses (5,979) (2,353) (2,353)
Opening valuation 36,927 39,441 39,441
Movements in the year
UK Fixed interest income at fair value through profit or loss 22 340 380
Receipt of UK fixed interest income (11) - -
Impairment of accrued loan note interest receivable - - (1,196)
Investment purchases at cost 2,759 1,926 6,321
Disposals:
Proceeds (4,340) (4,269) (5,245)
Net realised (losses)/gains on disposals (898) 988 852
Movement in investment holding losses (2,327) (3,923) (3,626)
Closing valuation 32,132 34,503 36,927
Closing book cost 39,961 39,157 42,440
Closing UK fixed interest income at fair value through profit or loss 477 1,622 466
Closing investment holding losses (8,306) (6,276) (5,979)
32,132 34,503 36,927
Realised (losses)/gains on disposals (898) 988 852
Movement in investment holding losses (2,327) (3,923) (3,626)
Losses on investments held at fair value through profit or loss (3,225) (2,935) (2,774)
8. Fair Value Hierarchy
Financial assets and financial liabilities of the company are carried in the
statement of financial position at their fair value. The fair value is the
amount at which the asset could be sold, or the liability transferred in a
current transaction between market participants, other than a forced or
liquidation sale. For investments actively traded in organised financial
markets, fair value is generally determined by reference to Stock Exchange
quoted market bid prices and Stock Exchange Electronic Trading Services
(‘SETS’) at last trade price at the Statement of Financial Position date,
without adjustment for transaction costs necessary to realise the asset.
The company measures fair values using the following hierarchy that reflects
the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant assets as follows:
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.
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
31 August 2023 (Unaudited)
Quoted on the Main Market 5,082 - - 5,082
Traded on AIM 21,872 - - 21,872
Unquoted Equity - - 829 829
Unquoted Loan Notes - - 4,349 4,349
26,954 - 5,178 32,132
28 February 2023 (Audited)
Quoted on the Main Market 6,392 - - 6,392
Traded on AIM 25,612 - - 25,612
Unquoted Equity - - 760 760
Unquoted Loan Notes - - 4,163 4,163
32,004 - 4,923 36,927
31 August 2022 (Unaudited)
Quoted on the Main Market 4,998 - - 4,998
Traded on AIM 22,554 - - 22,554
Unquoted Equity - - 1,632 1,632
Unquoted Loan Notes - - 5,319 5,319
27,552 - 6,951 34,503
There were no transfers between Level 1 and Level 2 during the period.
A reconciliation of fair value measurements in Level 3 is set out in the table
below.
(Unaudited) (Unaudited) (Audited)
Six months ended 31 August 2023 Six months ended 31 August 2022 Year ended 28 February 2023
£’000 £’000 £’000
Opening balance 4,923 6,056 6,056
Purchases 500 342 343
Sales proceeds (103) - -
UK Fixed interest income at fair value through profit or loss 22 340 380
Receipt of UK fixed interest income (11) - -
Impairment of accrued loan note interest receivable - - (1,196)
Total gains/(losses) included in losses on investments in the Statement of Comprehensive Income:
- on assets sold 3 - -
- on assets held at the period end (156) 213 (660)
Closing balance 5,178 6,951 4,923
9. Significant Interests
As at 31 August 2023, the Company held interests amounting to 3% or more of
the equity in issue by the following investee companies.
% of investee company
Digitalbox plc 19.50%
Norman Broadbent plc 13.35%
FireAngel Safety Technology Group PLC 11.94%
Synectics plc 10.80%
Real Good Food Company plc 7.52%
Journeo plc 6.63%
Centaur Media plc 4.56%
Flowtech Fluidpower plc 4.51%
National World plc 4.03%
OnTheMarket plc 3.10%
TheWorks.co.uk plc 4.48%
10. Dividends paid in the period
Six months ended 31 August 2023 Year ended 28 February 2023
£’000 £’000
Dividends paid during the period - 149
The Directors did not recommend the payment of a final dividend for the year
ended 28 February 2023.
Interim Management Report
The directors are required to provide an interim management report in
accordance with the UK Listing Authority’s Disclosure and Transparency Rules
(‘DTR’). They consider that the Chairman’s Statement and the Investment
Manager’s Report of this Half-Yearly Financial Report, the following
statements on principal risks and uncertainties; related party transactions;
and going concern, together with the directors’ Responsibilities Statement
below together constitute the interim management report for the company for
the period ended 31 August 2023.
The company is required to make the following disclosures in its Half-Yearly
Financial Report.
Principal Risks and Uncertainties
The principal risks faced by the company fell into the following broad
categories: investment performance; operational; financial; and legal and
compliance. The board reported on the principal risks and uncertainties faced
by the company in the Annual Report for the year ended 28 February 2023.
Information on each of these areas can be found in the strategic report on
pages 39 to 48 and in note 14 on pages 87 to 90 of the Annual Report available
on the company’s website at www.downingstrategic.co.uk/.
Related Party Transactions
During the first six months of the current financial year, no transactions
with related parties have taken place which have materially affected the
financial position or performance of the company during the period.
Going Concern
The directors, having considered the company’s investment objective, risk
management policies, the nature of the portfolio and the company’s income
and expenditure projections, are satisfied that the company has adequate
resources to continue in operational existence for the foreseeable future. For
these reasons, they continue to adopt the going concern basis in preparing the
accounts.
Directors’ Responsibility Statement
The directors confirm that, to the best of their knowledge, the condensed set
of financial statements contained within the Half-Yearly Financial Report has
been prepared in accordance with International Accounting Standard 34
“Interim Financial Reporting” and the Half-Yearly Financial Report
includes a fair review of the information required by:
► DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the year; and
► DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place during the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period, and any changes in
the related party transactions described in the last annual report that could
do so.
Hugh Aldous
Chairman
9 November 2023