REG - LMS Capital PLC - Final Results
28/03/2025 07:15
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RNS Number : 6017C LMS Capital PLC 28 March 2025
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LEI: 2138004UJ1TW8UCELX08
28 March 2025
LMS CAPITAL PLC
Final Results for the Year Ended 31 December 2024
The Board of LMS Capital plc ("LMS" or the "Company") is pleased to announce
the Company's audited annual results for the year ended 31 December 2024.
Financial Summary
31 December 2024 31 December 2023
Net asset value £36.2m £42.1m
Cash available at year end £13.5m £15.5m
Portfolio losses (£4.9m) (£1.4m)
Net running costs £1.7m £1.8m
Net asset value per share (p) 44.8p 52.2p
Dividends paid per share (p) 0.925p 0.925p
Dividends declared/recommended by Board (p) nil 0.925p
2024 key points
· Net Asset Value ("NAV") - £36.2 million
The NAV at 31 December 2024 was £36.2 million, 44.8 pence per share (31
December 2023: £42.1 million, 52.2 pence per share).
· Dividends to Shareholders - £0.7 million, 0.925 pence
per share
The Company paid a 2023 final dividend to shareholders of 0.625 pence per
share in June 2024 and an interim dividend for the 2024 year of 0.3 pence per
share in September 2024.
· Portfolio Movements - £4.9 million reduction
The portfolio net decrease comprises:
· Unrealised foreign exchange gains £0.2 million;
· Net fund distributions £0.8 million;
· Other movements £0.6 million;
· Unrealised losses:
o Brockton - £2.5 million
o Dacian - £2.1 million
o Opus - £0.9 million
· Offset by accrued interest of £1.0 million and net unrealised
gains on other assets £0.8 million.
· Net Running Costs - £1.7 million
Net running costs, including those incurred by subsidiaries, were £1.7
million (2023: £1.8 million) and there were an additional £0.8 million
(2023: £1.0 million) of investment related costs.
· Portfolio Realisations - £1.5 million
The final instalment on Medhost was received by LMS Capital (Bermuda) Limited
in December 2024 (£1.5 million).
· Year End Cash Balance - £13.5 million
Cash balances at the year end, including amounts held by subsidiaries, were
£13.5 million, representing 37.4% of the NAV (2023: £15.5 million and
representing 38.7% of the NAV). Cash held by the Company was £11.6 million
(2023: 9.0 million).
For further information please contact:
LMS Capital plc
Nick Friedlos, Managing Director
0207 935 3555
Chairman and Managing Director's Report
We are pleased to report our results for the year ended 31 December 2024.
On 13 February 2025, the Board announced that, mindful of the challenges
facing the Company in terms of its size, limited secondary market liquidity
and the discount to NAV at which the ordinary shares have been trading, it had
determined to carry out a strategic review of the Company's future direction
and was intending to consult with shareholders.
On 13 March 2025 the Company announced that following engagement with key
shareholders, the Board had reached the conclusion that shareholder value
would be best served by a managed realisation of the Company's assets and
returns of capital over time (the "Managed Realisation")
The Board intends to publish a shareholder circular towards the end of April
2025 to convene a General Meeting at which it will seek approval from
shareholders to change the Company's investment policy to permit the Managed
Realisation and any related matters required.
Turning to the results for the year ended 31 December 2024:
· The 31 December 2024 NAV was £36.2 million and
compares with NAV at the prior year end, 31 December 2023 of £42.1 million.
Adjusting for £0.7 million dividends paid during the year, the NAV has
decreased by a net £5.2 million, 12.4% during the year.
· Cash at the year end was £13.5 million. (2023: £15.5
million).
The principal underlying portfolio changes on a full-year basis were:
· A decrease of £2.5 million in Brockton Fund 1,
reflecting the decision reported at the half-year to write down to nil the
carrying value of the investment following the appointment of receivers to the
Fund's remaining development asset in January 2024;
· A decrease of £0.9 million in the valuation of the
Opus Capital Venture Partners fund. This fund has two principal remaining
investments, both of which the manager believes, subject to market conditions,
have good prospects for realisation;
· A decrease in Dacian of £1.3 million. This includes
£0.8 million reduction reported at the half-year stage following
restructuring of Dacian's balance sheet and a further reduction of £0.5
million In the second half;
· An increase in Castle View of £0.5 million. An update
on retirement living and Castle View is set out below.
Other full-year movements include:
· Full-year running costs £1.7 million. Cost saving
measures during the year have reduced the annual run rate of costs to
approximately £1.6 million by December 2024.
· Investment costs of £0.8 million include the costs of
the individuals who are focussed entirely on the operation and development of
the retirement living business, together with some transitional costs
associated with Castle View and professional fees in connection with the
Dacian restructuring in July 2024.
· Other net income of £0.8 million, including unrealised
foreign exchange gains of £0.2 million on non-portfolio assets, principally
US Dollar bank accounts and bank interest of £0.6 million.
Financial results for the year ended 31 December 2024
Net Asset Value ("NAV") overview
The NAV of the Company at 31 December 2024 was £36.2 million, 44.8 pence per
share (31 December 2023: £42.1 million, 52.2 pence per share). The balance
sheet at the year end can be summarised as follows:
31 December
2024 2023
£'m £'m
Mature Investment Portfolio (Originate from the Company's strategy prior to
2012)
Quoted investments 0.1 0.1
Unquoted investments 1.7 1.7
Funds 5.8 9.5
7.6 11.3
Other Investments
Energy - Dacian 9.3 11.0
Retirement Living - Castle View 6.6 6.1
15.9 17.1
Total Investments 23.5 28.4
Cash and cash equivalents 13.5 15.5
Other net liabilities (0.8) (1.8)
Net Assets 36.2 42.1
Adjusting for £0.7 million dividends paid during the year, the NAV has
decreased by a net £5.2 million, 12.4%, during the year, comprising:
· Unrealised foreign exchange gains on portfolio
investments denominated in foreign currencies (mainly US Dollars) £0.2
million;
· Realised and unrealised underlying net losses on
portfolio investments £3.7 million, comprising:
o Castle View - £0.5 million gain;
o Brockton Fund 1 - £2.5 million write down, reported at the half-year stage,
following appointment of receivers at the Fund's remaining central London
residential development;
o Dacian - £1.3 net reduction of which £0.8 million was reported at the
half-year stage following a reorganisation of the company's capital and a
further £0.5 million in the second half of the year;
o Opus Capital Fund V - £0.9 million reduction; and
o Other net gains of £0.5 million.
· Running costs £1.7 million;
· Investment costs, relating to the development of the
retirement living business and oversight of Dacian £0.8 million; and
· Interest income £0.8 million.
Running Costs
Running costs, net of Dacian fee income, for the year were £1.7 million.
Based on cost saving measures implemented during the year the run rate for
2025 has been reduced to approximately £1.6 million. As part of the strategic
review the Board will be looking to reduce costs further.
Investment Costs
Investment costs of £0.8 million include the costs of the individuals who are
focussed entirely on the operation and development of the retirement living
business, together with some transitional costs associated with Castle View
and professional fees in connection with the Dacian restructuring in July
2024.
Liquidity - Cash less other net liabilities
Cash
Cash balances in the Company and its subsidiaries at 31 December 2024 were
£13.5 million (31 December 2023: £15.5 million).
Net liabilities
Net liabilities in the Company and its subsidiaries of £0.8 million (31
December 2023: £1.8 million) consist primarily of deferred consideration
payable on the Castle View acquisition, accruals for income taxes and other
sundry costs.
Retirement Living
Castle View
LMS, though its wholly owned subsidiary LMS Retirement Living Limited,
acquired its investment in Castle View Retirement Village ("Castle View") in
December 2023 and has now completed its first full year of operation.
Castle View is a retirement development comprising 64 self-contained
apartments close to Windsor town centre, together with communal facilities
including 24 hour reception, lounges, bars, library and a restaurant facility.
Residents acquire their apartments, and the right to use the communal
facilities, on 250-year leases and pay an annual service charge, which covers
the day to day running of the scheme, plus a deferred fee on resale of an
apartment. The deferred fee is designed to cover the costs of constructing the
communal facilities, their ongoing maintenance and updating, and to provide a
return on capital invested.
LMS acquired the freehold interest in Castle View, including 15 unsold
apartments in December 2023 together with the operations and the right to
receive the service charge fees and deferred fees in the future. The
acquisition was made for £6.1 million from LMS (via its subsidiary) and £5.8
million of senior debt to be repaid from the proceeds of apartment sales.
Progress during the first year has been broadly as expected. Apartment sales
were within the range of basic scenarios considered during the acquisition
process, albeit at the lower end. During the year, sales of three apartments
have been completed, and reservations have been taken on a further four,
anticipated to complete in early 2025. As a result of the completed sales,
debt has been reduced to £5.1 million.
The investment has been valued at the year end using a discounted cash flow
model. The assumptions used are broadly consistent with those used to evaluate
the acquisition and result in a small increase in carrying value.
Retirement Living Outlook
The acquisition of Castle View Retirement Village in Windsor, shortly before
the end of 2023, represented the first step in developing an investment
platform focussed on retirement living.
Underlying demand in the sector is driven by demographics in the UK. The
number of 75+ year old households is expected to increase by 77% in the 25
years to 2043. This older population owns more than 40% of housing equity
which can be released to finance retirement options and also free up stock for
the wider family housing market.
The market is undersupplied, with relatively few developers or operators of
scale and an increasing interest from institutional capital. A recent sale and
leaseback transaction in the sector was the first of its kind and provides a
potential model for future transactions which allow an exit for investors.
The Board continues to see opportunity in the sector, particularly in the
acquisition of existing stock which offers long-term value potential but also
provides attractive income. Accordingly, the Board may seek co-investment into
the Company's retirement living subsidiary which could add additional assets
to create a retirement living platform and ultimately enhance value.
Dacian
Initial investment
The Original Investor Group, which included and was led by LMS, invested in
Dacian (a Romanian oil and natural gas production company) in 2020. LMS,
through its wholly owned subsidiaries, invested $9.1 million as part of a
$14.0 million financing by way of senior loan notes with a coupon of 14% per
annum on a compounding basis (the "Senior Loan Notes"), and an equity
subscription at nominal value giving the Company an equity stake of 32.3% in
Dacian (the "Original Investment"). The Original Investor Group in total held
50% of the equity and the founding team (the "Founders") held 50%.
The Original Investor Group comprises the Company, certain third parties and
three of the Company's directors, being Robert Rayne, James Wilson and
Nicholas Friedlos, with the investment in 2020 having been made in accordance
with the Company's published Co-Investment Policy.
Until 12 July 2024 the board of Dacian comprised two of the Company's
Directors, Robert Rayne and Nicholas Friedlos, and three Dacian founder
directors. Effective 12 July 2024, one of the founders resigned to be replaced
by James Wilson, the Chairman of LMS.
Background to July 2024 restructure
As previously reported, Dacian had experienced lower than expected production
levels through 2023 and in the first half of 2024 revenues and operating cash
flows were significantly below expectations.
During the second quarter of 2024 it became clear that Dacian would benefit
from additional financing to ensure it had sufficient working capital and also
to ensure that it was able to meet its obligations to external debt providers
and under a recently imposed Romanian solidarity tax.
In addition, due to the value of the Senior Loan Notes, with accrued coupon,
being $22.1 million at 30 June 2024, Dacian's capital structure was in a
deficit position which, under Romanian law, should be rectified.
On 15 July 2024, additional Bridge Loan financing of $1.0 million for Dacian
was announced in conjunction with a proposal to restructure the balance sheet
and for the Senior Loan Notes invested by the Original Investor Group in 2020
to be converted to equity, subject to the necessary Romanian regulatory
approvals.
The approvals are still awaited but are expected to be forthcoming.
Operations since the restructuring in July 2024
At the time of the restructuring announced on 15 July 2024, Dacian underwent a
process to review and reset achievable initial production targets, adjust its
cost base to reflect the reset production levels and review its production
optimisation plans to focus on projects which can be funded from operational
cash flow and expected to deliver steady production gains during 2025.
· Production: Production in the second half of 2024 was
at an average monthly rate of 647 barrels of oil equivalent per day ("BOEPD")
which was approximately 5% below expectations due largely to an interruption
to gas supply in December 2024.
· Costs: Dacian continues to implement headcount
reductions. Headcount at the end of the year was 162 down from 191 in January
2024 without impacting its operations.
Cashflow
Since the July 2024 restructuring Dacian has continued to meet external
obligations:
· in respect of external debt, the repayments of which
were approximately $0.3 million per month, which were fully repaid in November
2024; and
· its obligations under a recently imposed Romanian
solidarity tax of some $0.1 million per month payable until March 2025.
Dacian's cash flow is expected to improve in Q2 2025, once the company it is
free of its external debt obligations and after the tax obligations are
discharged.
Against this background Dacian has sought to manage its working capital to
ensure it can maintain access to supplies of spare parts, in particular
replacement rods and tubes for its wells, which will ultimately enable it to
stabilise and increase its production and which in turn will flow through to
operating cash.
To allow for inevitable energy pricing fluctuations and to manage its working
capital and plan with confidence for implementation of its production
enhancement projects, Dacian has requested further advances of $0.8 million
under the Bridge Loan to which certain of the original Bridge Lenders, Robert
Rayne and James Wilson who are directors of the Company, have contributed. The
additional advances are provided on the same terms as the Bridge Loan, being
at an interest rate of 14% with a term of 30 June 2025 and an equity
subscription right of 4% which is on the same basis pro rata as the original
terms announced on 15 July 2024.
Assuming that the regulatory approvals for the July 2024 restructuring are
received, and taking account of the additional subscription share rights
granted to the providers of the original July 2024 Bridge Loan and the
additional $0.8 million, the capital structure will be:
· the original investors will increase from 50% to 78.6%,
of which LMS's holding will increase from 32.3% to 50.8%;
· the subscription shares for the Bridge Lenders will be
9.5%; and
· the Founders will be diluted from 50% to 11.9%.
The 78.6% of the shares held by the Original Investor Group has preferential
distribution rights versus the shares held by both the Bridge Lenders and the
Founders, the objective being, to the extent permissible under Romanian law,
to leave the original investors as close as possible, to the position they
would have been in had the Senior Loan Notes remained in place.
Outlook for Dacian
· We are pleased to announce that John Burkhart, an
experienced oil industry executive will join the Dacian board as a
non-executive director. John has spent the last 17 years of his career in
senior leadership roles at Hunt Oil Company based in Texas. John's knowledge
and experience will provide support to the Dacian team.
· Production stabilisation and enhancement:
o Dacian has provided its shareholders with a costed project by project plan
to stabilise and increase production, primarily through additional investment
in maintenance to reduce break downs and lost production on active oil and gas
wells.
o The program overall shows an increase in average production from current
levels to in excess of 900 BOEPD by the end of 2026 (or earlier if additional
capital is raised).
o Assuming the program is implemented in full, and at an oil price of average
$75 per barrel, the operating cash flow should be in excess of $0.3 million
per month.
· The alternative energy use opportunities for the Dacian
estate continue to be progressed and the Board remains optimistic that this
will bring additional benefits in due course.
· The Bridge Lenders, Dacian and the Original Investor
Group note that the Bridge Loan is due for repayment by 30 June 2025 and are
exploring the potential extension of the Bridge Loan term and/or the potential
conversion of the Bridge Loan with accrued interest into equity, in
circumstances where it makes commercial sense for Dacian to do so.
Looking forward
As announced on 13 March 2025 regarding a proposed managed realisation, the
Board is not proposing a dividend at this stage and will include proposals for
future distributions in the circular to shareholders in April 2025.
We would like to express our appreciation for the support from our team and
from the network of people with whom we work on a regular basis. We would also
like to express our appreciation for the continued support of our
shareholders.
James Wilson Nicholas Friedlos
Chairman Managing Director
Portfolio Management Review
The movement in NAV during the year was as follows:
2024 2023
£'000 £'000
Opening NAV 42,141 46,541
Net realised and unrealised reductions on investments (4,504) (2,761)
Investment interest income 1,186 1,374
Advisory fee income - 160
Dividends (747) (747)
Overheads and other net movements (1,921) (2,426)
Closing NAV 36,155 42,141
Cash realisations and new and follow-on investments from the portfolio were as
follows:
Year ended 31 December
2024 2023
£'000 £'000
Proceeds from the sale of investments 29 5,770
Proceeds from redemption of convertible debt - 88
Distributions from funds 894 62
Total - gross cash realisations 923 5,920
Fund calls (55) -
Total - net 868 5,920
Realisations in 2024 include distributions received from Simmons and Brockton
CF (II) Scotland.
Below is a summary of the investment portfolio of the Company and its
subsidiaries, which reflects all investments held by the Group:
31 December 2024 31 December 2023
Mature investment portfolio GBP denominated USD denominated Total GBP denominated USD denominated Total
£'000 £'000 £'000 £'000 £'000 £'000
Quoted 54 5 59 107 37 144
Unquoted 1,680 56 1,736 1,680 38 1,718
Funds 293 5,584 5,877 3,139 6,330 9,469
2,027 5,645 7,672 4,926 6,405 11,331
Other investments GBP denominated USD denominated Total GBP denominated USD denominated Total
£'000 £'000 £'000 £'000 £'000 £'000
Dacian - 9,258 9,258 - 10,989 10,989
Castle View 6,553 - 6,553 6,130 - 6,130
6,553 9,258 15,811 6,130 10,989 17,119
Total investments 8,580 14,903 23,483 11,056 17,394 28,450
Basis of valuation:
Quoted investments
Quoted investments for which an active market exists are valued at the closing
bid price at the reporting date.
Unquoted direct investments
Unquoted direct investments for which there is no active market are valued
using the most appropriate valuation technique with regard to the stage and
nature of the investment.
Valuation methods that may be used include:
· investments in an established business are valued using
revenue or earnings multiples depending on the stage of development of the
business and the extent to which it is generating sustainable revenue or
earnings;
· investments in an established business which is
generating sustainable revenue or earnings but for which other valuation
methods are not appropriate are valued by calculating the discounted value of
future cash flows;
· investments in debt instruments or loan notes are
determined on a standalone basis, with the initial investment recorded at the
price of the transaction and subsequent adjustments to the valuation are
considered for changes in credit risk or market rates; and
· convertible instruments are valued by disaggregating
the convertible feature from the debt instrument and valuing it using a
Black-Scholes model.
Funds
Investments in managed funds are valued at fair value. The general partners of
the funds will provide periodic valuations on a fair value basis, the latest
available of which the Company will adopt provided it is satisfied that the
valuation methods used by the funds are not materially different from the
Company's valuation methods. Adjustments will be made to the fund valuation
where the Company believes the evidence available supports an alternative
valuation.
Performance of the investment portfolio
The return on investments for the year ended 31 December was as follows:
Year ended 31 December
2024 2023
Realised Unrealised Realised Unrealised
gains/(losses) gains/(losses) Total gains/(losses) gains/(losses) Total
Asset type £'000 £'000 £'000 £'000 £'000 £'000
Quoted 6 (62) (56) (10) - (10)
Unquoted - (1,690) (1,690) 1,498 366 1,864
Funds 457 (3,210) (2,753) (9) (4,509) (4,518)
463 (4,962) (4,499) 1,479 (4,143) (2,664)
Charge for incentive plans (5) (100)
Income and fair value adjustments on investment portfolio (4,504) (2,764)
Net operating and other expenses of subsidiaries (8,520) (44,500)
(13,024) (47,264)
The Company historically operated carried interest arrangements in line with
normal practice in the private equity industry. These arrangements have been
in run-off since 2012 and only one investment, Medhost, remained subject to
the arrangements. Following the sale of Medhost a payment was due based on the
cash consideration received in 2023, and a further payment was due following
receipt of the final part of the proceeds in December 2024. The charge for
incentive plans for the Company is £nil and for subsidiaries £5,000 for
carried interest and other incentives relating to historic arrangements. The
charge for the carried interest incentive plan is included in the net movement
on investments in the Income Statement.
Approximately 63% of the portfolio at 31 December 2024 was denominated in US
Dollars (31 December 2023: 61%) and the above table includes the impact of
currency movements. In the year ended 31 December 2024, the weakening of
sterling against the US Dollar resulted in an unrealised foreign currency gain
of £0.2 million (2023: unrealised loss of £1.1 million). As is common
practice in private equity investment, it is the Board's current policy not to
hedge the Company's underlying non-sterling investments.
Quoted investments
31 December
2024 2023
Company Sector £'000 £'000
Tialis Essential IT plc UK technology 54 107
Arsenal Digital Holdings Inc US energy 5 10
Weatherford International Inc US energy - 27
59 144
The changes in valuation on the quoted portfolio arose as follows:
Year ended 31 December
2024 2023
Gains/(losses), net £'000 £'000
Realised
Weatherford International Inc 6 (8)
Evolving Systems Inc - (2)
6 (10)
Unrealised
Tialis Essential IT plc (54) (13)
Arsenal Digital Holdings Inc (4) (4)
Other quoted holdings (2) 17
Unrealised foreign currency losses (2) -
(62) -
Total net losses (56) (10)
Unquoted investments
31 December
2024 2023
Company Sector £'000 £'000
Dacian Romanian energy 9,258 10,989
Castle View Retirement living 6,553 6,130
Elateral UK technology 1,680 1,680
Cresco US consumer 56 38
17,547 18,837
The changes in valuation on the unquoted portfolio arose as follows:
Year ended 31 December
2024 2023
Gains/(losses), net £'000 £'000
Realised
Medhost Inc - 1,432
Updata - 86
ICU Eyeware - 62
- 1,580
Unrealised
Dacian (2,112) -
Castle View 241 -
Cresco 18 -
Elateral 1,081
Tialis loan notes 6
Unrealised foreign currency gains/(losses) 163 (803)
(1,690) 284
Total net (losses)/gains (1,690) 1,864
Valuations are sensitive to changes in the following inputs:
· the operating performance of the individual businesses
within the portfolio;
· changes in the revenue and profitability multiples and
transaction prices of comparable businesses, which are used in the underlying
calculations;
· changes in the estimated future cash flows of the
individual businesses which are derived based on judgemental inputs (see note
20 for further details); and
· the discount rates applied to valuations.
Fund interests
31 December
2024 2023
General partner Sector £'000 £'000
Brockton Capital Fund 1 UK real estate - 2,526
Opus Capital Venture Partners US venture capital 3,329 4,142
GW 2001 Fund US quoted micro-caps 2,243 2,180
EMAC ILF Europe real estate 292 330
Simmons Parallel Energy UK energy 1 283
Other interests 12 8
5,877 9,469
The changes in valuation on the Company's fund portfolio arose as follows:
Year ended 31 December
2024 2023
Gains/(losses), net £'000 £'000
Realised
Brockton CF (II) Scotland 457 -
San Francisco Equity Partners - (9)
457 (9)
Unrealised
Brockton Capital Fund 1 (2,526) (3,510)
Opus Capital Venture Partners (870) (896)
GW 2001 Fund 24 222
Simmons Parallel Energy 104 27
Eden Ventures - (5)
Others (net) (13) (8)
Unrealised foreign currency gains/(losses) 71 (339)
(3,210) (4,509)
Total fair value decreases (2,753) (4,518)
Costs
Running costs for the year were £1.7 million (2023: £1.8 million) and
investment related costs being support costs for real estate and co-investment
activities, were £0.8 million (2023: £1.0 million).
Taxation
The Group tax provision for the year, all of which arose in the subsidiaries,
is £0.1 million (2023: £0.2 million). This includes £0.1 million of
withholding tax on foreign sourced income.
Financial Resources and Commitments
At 31 December 2024 cash holdings, including cash in subsidiaries, were £13.5
million (31 December 2023: £15.5 million) and neither the Company nor any of
its subsidiaries had any external debt in either 2024 or 2023.
At 31 December 2024, subsidiary companies had commitments of £2.5 million (31
December 2023: £2.7 million) to meet outstanding capital calls from fund
interests.
LMS CAPITAL plc
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with UK adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the
Financial Statements in accordance with UK adopted international accounting
standards. Under company law the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period.
In preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are
reasonable and prudent;
· state whether they have been prepared in accordance
with UK adopted international accounting standards, subject to any material
departures disclosed and explained in the Financial Statements;
· prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the Company will continue in
business; and
· prepare a Directors' Report, a Strategic Report and
Directors' Remuneration Report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Financial Statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors have ensured that the Annual Report and
Accounts, taken as a whole, are fair, balanced, and understandable and
provides the information necessary for shareholders to assess the position and
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial
Statements are made available on a website. Financial Statements are
published on the Company's website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company's website is the responsibility of
the Directors. The Directors' responsibility also extends to the ongoing
integrity of the Financial Statements contained therein.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
· The Financial Statements have been prepared in
accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit and loss
of the Company.
· The Annual Report includes a fair review of the
development and performance of the business and the financial position of the
Company, together with a description of the principal risks and uncertainties
that they face.
For and on behalf of the Board.
James Wilson
Chairman
Company Income Statement
For the year ended 31 December 2024
Year ended 31 December
2024 2023
Notes £'000 £'000
Net loss on investments 2 (13,024) (47,264)
Interest income 3 1,416 608
Other income 427 120
Dividend income 2 8,000 45,000
Total loss on investments (3,181) (1,536)
Interest payable 4 (331) -
Operating expenses 5 (1,842) (2,196)
Loss before tax (5,354) (3,732)
Taxation 8 - -
Loss for the year (5,354) (3,732)
Attributable to:
Equity shareholders (5,354) (3,732)
Loss per ordinary share - basic 9 (6.6)p (4.6)p
Loss per ordinary share - diluted 9 (6.6)p (4.6)p
All activities of the Company are classed as continuing.
Company Statement of Other Comprehensive Income
For the year ended 31 December 2024
Year ended 31 December
2024 2023
£'000 £'000
Loss for the year (5,354) (3,732)
Other comprehensive income - -
Total comprehensive loss for the year (5,354) (3,732)
Attributable to:
Equity shareholders (5,354) (3,732)
Company Statement of Financial Position
As at 31 December 2024
31 December
2024 2023
Notes £'000 £'000
Assets
Non-current assets
Right-of-use assets 19 14 42
Investments 11 7,842 20,854
Amounts receivable from subsidiaries 14 17,805 15,014
Total non-current assets 25,661 35,910
Current assets
Operating and other receivables 12 231 135
Cash and cash equivalents 13 11,646 9,027
Total current assets 11,877 9,162
Total assets 37,538 45,072
Liabilities
Current liabilities
Operating and other payables 15 (462) (422)
Amounts payable to subsidiaries 16 (921) (2,493)
Total current liabilities (1,383) (2,915)
Non-current liabilities
Lease liabilities 15 - (16)
Total non-current liabilities - (16)
Total liabilities (1,383) (2,931)
Net assets 36,155 42,141
Equity
Share capital 17 8,073 8,073
Share premium 508 508
Capital redemption reserve 24,949 24,949
Shares to be issued 18 322 207
Retained earnings 2,303 8,404
Total equity shareholders' funds 36,155 42,141
Net asset value per ordinary share 25 44.79p 52.20p
Company Statement of Changes in Equity
For the year ended 31 December 2024
Capital Shares
Share Share redemption to be Retained Total
capital premium reserve issued earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 8,073 508 24,949 128 12,883 46,541
Comprehensive income for the year
Loss for the year - - - - (3,732) (3,732)
Equity after total comprehensive 8,073 508 24,949 128 9,151 42,809
income for the year
Contributions by and distributions
to shareholders
Share-based payments - - - 79 - 79
Dividends (note 10) - - - - (747) (747)
As at 31 December 2023 8,073 508 24,949 207 8,404 42,141
Comprehensive income for the year
Loss for the year - - - - (5,354) (5,354)
Equity after total comprehensive 8,073 508 24,949 207 3,050 36,787
income for the year
Contributions by and distributions
to shareholders
Share-based payments - - - 115 - 115
Dividends (note 10) - - - - (747) (747)
As at 31 December 2024 8,073 508 24,949 322 2,303 36,155
Company Cash Flow Statement
For the year ended 31 December 2024
Year ended 31 December
2024 2023
Notes £'000 £'000
Cash flows from operating activities
Loss before tax (5,354) (3,732)
Adjustments for non-cash income and expenses:
Equity settled share-based payments 18 115 79
Depreciation of right-of-use assets 19 28 28
Interest expense on lease 19 2 4
Losses on investments 2 13,024 47,264
Interest income 3 (1,416) (608)
Interest payable 4 331 -
Dividend income 2 (8,000) (45,000)
Adjustments to incentive plans 2 (12) 3
Exchange differences on cash balances (6) 17
(1,288) (1,945)
Changes in operating assets and liabilities
Increase in operating and other receivables (93) (53)
Increase/(decrease) in operating and other payables 55 (8)
Increase in amounts receivable from subsidiaries (1,987) (9,856)
Increase in amounts payable to subsidiaries 6,097 6,460
Net cash from/(used in) operating activities 2,784 (5,402)
Cash flows from investing activities
Interest received 3 609 598
Proceeds from sale of investments - 86
Net cash from investing activities 609 684
Cash flows from financing activities
Dividends paid 10 (747) (747)
Repayment of principal lease liabilities 19 (31) (28)
Repayment of lease interest 19 (2) (5)
Net cash used in financing activities (780) (780)
Net increase/(decrease) in cash 2,613 (5,498)
Exchange gains/(losses) on cash balances 6 (17)
Cash and cash equivalents at the beginning of the year 13 9,027 14,542
Cash and cash equivalents at the end of the year 13 11,646 9,027
Cash flows from investing activities have been restated to exclude the
movement relating to other income received of £120,000 for the year ended 31
December 2023 and to disclose this within the net cash on operating activities
reflecting the nature of the cash flows. There is no impact on other line
items in the Cash Flow Statement.
Notes to the Financial Statements
1. Material accounting policies
Reporting entity
LMS Capital plc ("the Company") is a public limited company limited by shares
incorporated in the United Kingdom and registered in England with company
number 5746555. The address of the registered office is 3 Bromley Place,
London W1T 6DB.
The Company was formed on 17 March 2006 and commenced operations on 9 June
2006 when it received the demerged investment division of London Merchant
Securities plc.
Basis of preparation
These Financial Statements for the year ended 31 December 2024 have been
prepared in accordance with UK adopted International Accounting Standards. The
Financial Statements are presented in sterling which is also the Company's
functional currency.
LMS Capital plc adopted an amendment to IFRS 10 with effect from 11 January
2016, which exempts investment entities from presenting consolidated financial
statements. As a result, the Company is not required to produce consolidated
accounts and only presents the results of the Company.
The Financial Statements have been prepared on the historical cost basis
except for investments which are measured at fair value, with changes in fair
value recognised in the Income Statement.
The Company's business activities and financial position are set out in the
Strategic Report on pages 11 to 19 and in the Portfolio Management Review on
pages 20 to 25. In addition, note 20 to the financial information includes a
summary of the Company's financial risk management processes, details of its
financial instruments and its exposure to credit risk and liquidity risk.
Taking account of the financial resources available to it, the Directors
believe that the Company is well placed to manage its business risks
successfully. After making enquiries, the Directors have a reasonable
expectation that the Company has adequate resources for the foreseeable
future.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and financial position, are set out in the
Strategic Report on pages 11 to 19 and the Portfolio Management Review on
pages 20 to 25. The Directors have carried out a robust viability assessment
of the emerging and principal risks and concluded that they have a reasonable
expectation that the Company will continue in operation and meet its
liabilities as they fall due over a three-year period from the date of this
report. This assessment included reviewing the liquidity forecasts of the
Company that include the flexibility in the dividend policy and lack of any
external debt, the significant cash balances on hand at 31 December 2024, the
expected future expenditures and commitments and the latest report on the
investment portfolio. In preparing this liquidity forecast, consideration has
been given to the expected ongoing impact of the war in Ukraine on the Company
and the wider Group as well as the potential impact on the underlying investee
companies. The Directors have considered these factors for a period not less
than 12 months from the date of approval of these Financial Statements.
The Directors acknowledge that they intend to publish a circular during April
2025 to convene a General Meeting at which it will seek approval from
shareholders to change the Company's investment policy to permit the Managed
Realisation.
In making their assessment, the Directors also considered the possible
outcomes of the shareholder vote:
· The shareholders do not approve the change in the
Company's investment policy. In this scenario, the Company will continue with
the current investment strategy, and there is a reasonable expectation that
the Company will continue in operation and meet its liabilities as they fall
due.
· The shareholders approve the change in the Company's
investment policy. In this scenario, it is expected that the Managed
Realisation will take place over time which is likely to be a period greater
than 12 months from the date of this report. In addition, the Directors have a
reasonable expectation that the Company will meet its liabilities as they fall
due over the period of the Managed Realisation. In the event that the change
in investment policy is approved by the shareholders, future financial
information will be prepared on a basis other than going concern as required
by UK adopted International Accounting Standards. However, the Directors do
not currently anticipate that this change will result in any changes to the
recognition, measurement and/or classification of the Company's assets and
liabilities included in the Balance Sheet.
Based on this assessment, the Directors consider that, although there is an
uncertainty due to the upcoming shareholder vote at the proposed General
Meeting in relation to the Managed Realisation, the Company will remain a
going concern for a period of at least 12 months from the date of approval of
the Financial Statements and have therefore prepared the Financial Statements
on a going concern basis. The Financial Statements do not include any
adjustments that would result from the basis of preparation being
inappropriate.
New and revised accounting standards and amendments effective for the current
period
New and revised accounting standards and amendments that are effective for
annual periods beginning 1 January 2024 which have been adopted for the first
time by the Company:
• Amendments to IAS 1 - Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (effective 1 January
2024)
• Amendments to IFRS 16 - Leases: Lease Liability in a Sale
and Leaseback (effective 1 January 2024)
The adoption of the standards and amendments listed above did not have any
material impact on the Company's results.
These amendments have been endorsed by the EU and adopted by the UK.
There are no other standards, amendments to standards or interpretations that
are effective for annual periods beginning on 1 January 2024 that have had a
material effect on the Company's Financial Statements.
New accounting standards, amendments and interpretations not yet effective,
and which have not been early adopted
Other standards and amendments that are effective for subsequent reporting
periods beginning on or after 1 January 2025 and have not been early adopted
by the Company include:
• Lack of Exchangeability (Amendment to IAS 21 - The Effects
of Changes in Foreign Exchange Rates) (effective 1 January 2025)
• Amendments to the Classification and Measurement of
Financial Instruments (Amendments to IFRS 9 - Financial Instruments and IFRS
7) (effective 1 January 2026)
• Contracts Referencing Nature-dependent Electricity
(Amendments to IFRS 9 and IFRS 7) (effective 1 January 2026)
• IFRS 18 - Presentation and Disclosure in Financial
Statements (effective 1 January 2027)
• IFRS 19 - Subsidiaries without Public Accountability:
Disclosures. (effective 1 January 2027)
These standards and amendments are not expected to have a significant impact
on the Financial Statements in the period of initial application and therefore
detailed disclosures have not been provided. The Board is still assessing
the potential impact of IFRS 18 - Presentation and Disclosure in Financial
Statements.
IFRS 2 - Share-based Payment
IFRS 2 - Share-based Payment requires an entity to recognise equity-settled
share-based payments measured at fair value at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payments
is expensed over the vesting period, together with a corresponding increase in
other capital reserves, based upon the Company's estimate of the shares that
will eventually vest, which involves making assumptions about any performance
and service conditions over the vesting period. Non-vesting conditions and
market vesting conditions are factored into the fair value of the options
granted. The vesting period is determined by the period of time the relevant
participant must remain in the Company's employment before the rights to the
shares transfer unconditionally to them. The total expense is recognised over
the vesting period, which is the period over which all the specified vesting
conditions are to be satisfied. At the end of each period, the Company revises
its estimates on the number of awards it expects to vest based on the service
conditions.
Any awards granted are to be settled by the issuance of equity are deemed to
be equity settled share-based payments, accounted for in accordance with IFRS
2 - Share-based Payment.
Where the terms of an equity-settled transaction are modified, as a minimum,
an expense is recognised as if the terms had not been modified. In addition,
an expense is recognised for any increase in the value of the transaction as a
result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had
vested on the date of the cancellation, and any expense not yet recognised for
the transaction is recognised immediately. However, if a new transaction is
substituted for the cancelled transaction and designated as a replacement
transaction on the date that it is granted, the cancelled and new transactions
are treated as if they were a modification of the original transaction, as
described in the previous paragraph.
Accounting for subsidiaries
The Directors have concluded that the Company has all the elements of control
as prescribed by IFRS 10 - Consolidated Financial Statements in relation to
all its subsidiaries and that the Company continues to satisfy the three
essential criteria to be regarded as an investment entity as defined in IFRS
10, IFRS 12 - Disclosure of lnterests in Other Entities and IAS 27 - Separate
Financial Statements. The three essential criteria are such that the entity
must:
• Obtain funds from one or more investors for the purpose of
providing these investors with professional investment management services;
• Commit to its investors that its business purpose is to
invest its funds solely for returns from capital appreciation, investment
income or both; and
• Measure and evaluate the performance of substantially all of
its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time
frame is critical. An investment entity should not hold its investments
indefinitely but should have an exit strategy for their realisation. Although
the Company has invested in equity interests that have an indefinite life, it
invests typically for a period of up to 10 years. In some cases, the period
may be longer, depending on the circumstances of the investment, however,
investments are not made with intention of indefinite hold. This is a common
approach in the private equity industry.
Subsidiaries are therefore measured at fair value through profit or loss, in
accordance with IFRS 13 - Fair Value Measurement and IFRS 9 - Financial
Instruments.
The Company's subsidiaries, which are wholly owned and over which it exercises
control, are listed in note 24.
Use of estimates and judgements
The preparation of the Financial Statements require management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis; revisions to
accounting estimates are recognised in the period in which the estimates are
revised and in any future periods affected.
The areas involving significant judgements are:
· valuation technique selected in estimating fair value
of unquoted investments - note 11;
· valuation technique selected in estimating fair value
of investments held in funds - note 11;
· recognition of deferred tax asset for carried forward
tax losses - note 8; and
· going concern - note 1.
The areas involving significant estimates are:
· estimated inputs used in calculating fair value of
unquoted investments - note 11; and
· estimated inputs used in calculating fair value of
investments held in funds - note 11.
Estimates and judgements are continually evaluated. They are based on
historical experience and other factors, including expectations of future
events that may have financial impact on the entity and that are believed to
be reasonable under the circumstances.
Segmental reporting
The Board has considered the requirements of IFRS 8 - Operating Segments and
is of the view that the Company is engaged in a single segment business, which
is one of investing activities, and that therefore the Company has only a
single operating segment.
Investments in subsidiaries
The Company's investments in subsidiaries are stated at fair value which is
considered to be the carrying value of the net assets of each subsidiary. On
disposal of such investments, the difference between net disposal proceeds and
the corresponding carrying amount is recognised in the Income Statement.
Valuation of investments
The Company and its subsidiaries manage their investments with a view to
profit from the receipt of dividends, interest income and increase in fair
value of equity investments which can be realised on sale. Therefore, all
quoted, unquoted and managed fund investments are designated at fair value
through profit or loss which can be realised on sale and carried in the
Statement of Financial Position at fair value.
Fair values have been determined in accordance with the International Private
Equity and Venture Capital Valuation ("IPEV") Guidelines. These guidelines
require the valuer to make judgments as to the most appropriate valuation
method to be used and the results of the valuations.
Each investment is reviewed individually with regard to the stage, nature and
circumstances of the investment and the most appropriate valuation method
selected. The valuation results are then reviewed and any amendment to the
carrying value of investments is made as considered appropriate.
Quoted investments
Quoted investments for which an active market exists are valued at the bid
price at the reporting date.
Unquoted direct investments
Unquoted direct investments for which there is no active market are valued
using the most appropriate valuation technique with regard to the stage and
nature of the investment. Valuation methods that may be used include:
· investments in an established business are valued using
revenue or earnings multiples depending on the stage of development of the
business and the extent to which it is generating sustainable revenue or
earnings;
· investments in an established business which is
generating sustainable revenue or earnings but for which other valuation
methods are not appropriate are valued by calculating the discounted cash flow
of future revenue or earnings;
· investments in debt instruments or loan notes are
determined on a standalone basis, with the initial investment recorded at the
price of the transaction and subsequent adjustments to the valuation are
considered for changes in credit risk or market rates;
· convertible instruments are valued by disaggregating
the convertible feature from the debt instrument and valuing it using a
Black-Scholes model; and
· the Company has adopted the IPEV guidelines issued in
December 2022.
Funds
Investments in managed funds are valued at fair value. The general partners of
the funds will provide periodic valuations on a fair value basis, the latest
available of which the Company will adopt provided it is satisfied that the
valuation methods used by the funds are not materially different from the
Company's valuation methods. Adjustments will be made to the fund valuation
where the Company believes there is evidence available for an alternative
valuation.
Carried interest
The Company historically offered its executives, including Board executives,
the opportunity to participate in the returns from successful investments. A
variety of incentive and carried interest arrangements were put in place
during the years up to and including 2011. No new schemes have been introduced
since. As is commonplace in the private equity industry, executives may, in
certain circumstances, retain their entitlement under such schemes after they
have left the employment of the Company. The liability under such incentive
schemes is accrued if its performance conditions, measured at the reporting
date, would be achieved if the remaining assets in that scheme were realised
at their fair value at the reporting date. An accrual is made equal to the
amount which the Company would have to pay to any remaining scheme
participants from a realisation of the reported value at the reporting date.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of exchange at the
date of transaction. Monetary assets and monetary liabilities denominated in
foreign currencies at the reporting date are reported at the rates of exchange
prevailing at that date and exchange differences are included in the Income
Statement.
Intercompany receivables
The Company measured intercompany receivables and other receivables at fair
value less any expected credit losses. Expected credit losses are measured
through a loss allowance at an amount equal to:
· the 12-month expected credit losses (expected credit
losses from possible default events within 12 months after the reporting
date); or
· full lifetime expected credit losses (expected credit
losses from all possible default events over the life of the financial
instrument).
A loss allowance for full lifetime expected credit losses is required for
intercompany receivables and other receivables if the credit risk has
increased significantly since initial recognition.
Impairment losses on financial assets carried at amortised cost are reversed
in subsequent periods if the expected credit losses decrease.
Cash and cash equivalents
Cash comprises cash in hand and at banks, and short-term deposits. Cash
equivalents are short-term, highly-liquid investments that are readily
convertible to known amounts of cash, and that are subject to an insignificant
risk of changes in value.
Dividend payable
Dividend distribution to the shareholders is recognised as a liability in
Financial Statements when approved at an annual general meeting by the
shareholders. Interim dividend approved during the year is recorded upon
payment.
Income
Gains and losses on investments
Realised and unrealised gains and losses on investments are recognised in the
Income Statement in the period in which they arise.
Interest income
Interest income is recognised as it accrues using the effective interest
method.
Dividend income
Dividend income is recognised on the date the Company's right to receive
payment is established.
Expenditure
Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is
recognised in the Income Statement except to the extent that it relates to
items recognised in other comprehensive income or directly in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet liability approach,
providing for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date. A deferred
tax asset is recognised to the extent that it is probable that future taxable
profits will be available against which temporary differences can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be
realised.
Additional income taxes that arise from the distribution of dividends are
recognised at the same time as the liability to pay the related dividend is
recognised.
2. Net loss on investments
Gains and losses on investments were as follows:
Year ended 31 December
2024 2023
Investment portfolio of the Company Realised Unrealised Total Realised Unrealised Total
Asset type £'000 £'000 £'000 £'000 £'000 £'000
Unquoted - - - 86 - 86
- - - 86 - 86
(Charge)/credit for incentive plans (12) 3
(12) 89
Investment portfolio of subsidiaries
Asset type
Quoted 6 (62) (56) (10) - (10)
Unquoted - (1,690) (1,690) 1,412 366 1,778
Funds 457 (3,210) (2,753) (9) (4,509) (4,518)
463 (4,962) (4,499) 1,393 (4,143) (2,750)
Total 463 (4,962) (4,511) 1,479 (4,143) (2,661)
(Charge)/credit for incentive plans 7 (103)
(4,504) (2,764)
Operating and similar (loss)/income of subsidiaries* (8,520) (44,500)
(13,024) (47,264)
* Includes operating and legal costs and taxation charges of subsidiaries.
During the year the Company and its subsidiaries carried out a further
exercise to settle the debtor and creditor balances that had accumulated over
a period of years between companies within the Group. This will achieve a
simplification of accounting within the Group. Settlement of the balances
was achieved through offsetting debtor and creditor amounts where appropriate
and through the declaration of dividends by various subsidiary companies to
holding companies within the Group. As part of this exercise a dividend of
£8,000,000 (2023: £45,000,000) was declared by LMS Capital Group Limited to
LMS Capital plc. The assets of LMS Capital plc increased by the amount of
the dividend but as a result of this a reduction in the fair value of the
investments in subsidiaries has been recognised. This exercise had no overall
net effect on the net assets of the Company.
The Company operates carried interest arrangements in line with normal
practice in the private equity industry. The charge for incentive plans for
the Company is £12,000 (2023: credit of £3,000) and other incentives
relating to historic arrangements. The charge for subsidiaries is included in
the net gains/(losses) on investments in the Income Statement.
3. Interest income
Year ended 31 December
2024 2023
£'000 £'000
Bank interest 612 608
Interest receivable on intercompany loans 804 -
1,416 608
4. Interest payable
Year ended 31 December
2024 2023
£'000 £'000
Interest payable on intercompany loans 331 -
331 -
5. Operating expenses
Operating expenses comprise administrative expenses and include the following:
Year ended 31 December
2024 2023
£'000 £'000
Directors' remuneration (note 6) 811 832
Staff expenses (note 7) 342 467
Depreciation on right-of-use assets 28 28
Other administrative expenses 566 761
Foreign currency exchange differences (6) 17
Auditor's remuneration 101 91
1,842 2,196
Audit fees for the subsidiaries of £54,000 (2023: £73,000) were directly
charged to subsidiaries.
6. Directors' Remuneration
Year ended 31 December
2024 2023
£'000 £'000
Directors' remuneration 595 657
Directors' social security contributions 96 86
Share-based payments 87 59
Directors' other benefits 33 30
811 832
The highest paid Director was Nicholas Friedlos 381 442
(2023 - Nicholas Friedlos)
The Directors are considered to be the only key management personnel.
7. Staff Expenses
Year ended 31 December
2024 2023
£'000 £'000
Wages and salaries 242 366
Employers' social security contributions 47 50
Share-based payments 28 20
Pension costs 16 23
Employees' other benefits 9 8
342 467
Pensions costs are amounts payable to employees' defined contribution pension
plans and are recognised on an accruals basis as they are incurred.
The average number of staff was as follows:
2024 2023
Directors 5 5
Staff 2 3
Total 7 8
8. Taxation
Year ended 31 December
2024 2023
£'000 £'000
Current tax expense
Current year - -
Total tax expense - -
Reconciliation of tax expense Year ended 31 December
2024 2023
£'000 £'000
Loss before tax (5,354) (3,732)
Corporation tax using the Company's domestic tax rate - 25.0% (2023: 23.5%) (1,339) (877)
Expenses not deductible / non-taxable income 1,125 534
Capital allowances - 53
Company relief - (91)
Deferred tax asset not recognised 22 56
Group relief surrendered 192 325
Total tax expense - -
At year end, there are cumulative potential deferred tax assets of £2.713
million (2023: £2.516 million) in relation to the Company's cumulative tax
losses of £10.852 million (2023: £10.064 million). It is uncertain when the
Company will generate sufficient taxable profits in the future to utilise
these amounts and therefore no deferred tax asset has been recognised in the
current or prior year.
9. Loss per ordinary share
The calculation of the basic and diluted loss per share, in accordance with
IAS 33, is based on the following data:
Year ended 31 December
2024 2023
£'000 £'000
Loss
Loss for the purpose of net loss per share attributable to equity holders of (5,354) (3,732)
the parent
Number Number
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss per 80,727,450 80,727,450
share
Loss per share Pence Pence
Basic (6.6) (4.6)
Diluted (6.6) (4.6)
The Company share awards will be dilutive when the Company makes a profit.
10. Dividends
Dividends declared during the years ending 31 December 2024 and 31 December
2023 were as follows:
Dividend date Payment date Dividend £'000 Pence per share
Final dividend payment for 2022 26 May 2023 23 June 2023 505 0.625
Interim dividend payment for 2023 11 August 2024 12 September 2024 242 0.300
Total as at 31 December 2023 747 0.925
Final dividend payment for 2023 31 May 2024 21 June 2024 505 0.625
Interim dividend payment for 2024 16 August 2024 13 September 2024 242 0.300
Total as at 31 December 2024 747 0.925
11. Investments
The Company's investments comprised the following:
31 December
2024 2023
£'000 £'000
Total investments 7,842 20,854
These comprise:
Investment portfolio of subsidiaries 23,483 28,450
Other net liabilities of subsidiaries (15,641) (7,596)
7,842 20,854
The carrying amounts of the subsidiaries' investment portfolios were as
follows:
31 December
Investment portfolio of subsidiaries 2024 2023
Asset type £'000 £'000
Quoted 59 144
Unquoted 17,547 18,837
Funds 5,877 9,469
Investment portfolio of subsidiaries 23,483 28,450
Other net liabilities of subsidiaries (15,641) (7,596)
7,842 20,854
The movement in the subsidiaries' investment portfolio were as follows:
Quoted securities Unquoted securities Funds Other net assets/ (liabilities) of subsidiaries Total
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 160 16,771 14,033 37,243 68,207
Accrued interest - 1,373 - - 1,373
Purchases - 6,130 - - 6,130
Proceeds from disposals (6) (7,301) - - (7,307)
Distributions from partnerships - - (55) - (55)
Contributions to partnerships - - 9 - 9
Fair value movements (10) 1,864 (4,518) - (2,664)
Dividends paid - - - (45,000) (45,000)
Other movements - - - 161 161
Balance at 31 December 2023 144 18,837 9,469 (7,596) 20,854
Quoted securities Unquoted securities Funds Other net liabilities of subsidiaries Total
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 144 18,837 9,469 (7,596) 20,854
Accrued interest - 1,041 - - 1,041
Proceeds from disposals (29) - - - (29)
Distributions from partnerships - - (894) - (894)
Contributions to partnerships - - 55 - 55
Fair value movements (56) (1,690) (2,753) - (4,499)
Dividends paid - - - (8,000) (8,000)
Other movements * - (641) - (45) (686)
Balance at 31 December 2024 59 17,547 5,877 (15,641) 7,842
* Other movements relate to investment related provisions no longer
required.
The following table analyses investments carried at fair value at the end of
the year, by the level in the fair value hierarchy into which the fair value
measurement is categorised. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets;
Level 2: inputs other than quoted prices included within level 1 that are
observable for the asset, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
Level 3: inputs for the asset that are not based on observable market data
(unobservable inputs such as trading comparables and liquidity discounts).
Fair value measurements are based on observable and unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Company's view of market assumptions in the
absence of observable market information (see note 20 - Financial risk
management).
The Company's investments are analysed as follows:
31 December
2024 2023
£'000 £'000
Level 1 - -
Level 2 - -
Level 3 7,842 20,854
7,842 20,854
Level 3 includes:
31 December
2024 2023
£'000 £'000
Investment portfolio of subsidiaries 23,483 28,450
Other net liabilities of subsidiaries (15,641) (7,596)
7,842 20,854
The investment portfolio of subsidiaries includes quoted investments of
£59,000 (2023: £144,000). There were no transfers between levels during
the year ending 31 December 2024.
12. Operating and other receivables
31 December
2024 2023
£'000 £'000
Other receivables and prepayments 231 135
231 135
13. Cash and cash equivalents
31 December
2024 2023
£'000 £'000
Bank balances 125 1,451
Money market funds 11,521 7,576
11,646 9,027
14. Amounts receivable from subsidiaries
31 December
2024 2023
£'000 £'000
Amounts receivable from subsidiaries 17,805 15,014
17,805 15,014
Amounts receivable from subsidiaries are intercompany loans repayable on
demand and incur interest at 5% per annum with effect from 1 January 2024.
In accordance with IAS 1.66 amounts receivable from subsidiaries are
classified as non-current as the expectation is that the balances will not be
received within 12 months of the balance sheet date.
15. Operating and other payables
31 December
2024 2023
£'000 £'000
Trade payables 37 19
Lease liabilities 16 31
Other non-trade payables and accrued expenses 409 372
462 422
Other long-term lease liabilities - 16
462 438
16. Amounts payable to subsidiaries
31 December
2024 2023
£'000 £'000
Amounts payable to subsidiaries 921 2,493
921 2,493
Amounts payable to subsidiaries are intercompany loans repayable on demand and
incur interest at the rate of 5% per annum with effect from 1 January 2024.
17. Capital and reserves
2024 2023
Ordinary shares Number £'000 Number £'000
Balance at the beginning of the year 80,727,450 8,073 80,727,450 8,073
Balance at the end of the year 80,727,450 8,073 80,727,450 8,073
The Company's ordinary shares have a nominal value of 10p per share and all
shares in issue are fully paid up.
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.
Share premium account
The Company's share premium account arose on the exercise of share options in
prior years.
Capital redemption reserve
The capital redemption reserve comprises the nominal value of shares purchased
by the Company out of its own profits and cancelled.
18. Share awards
Awards were made in accordance with the LTIP arrangements approved by
shareholders at the Company's Annual General Meeting held on 17 May 2023.
Employee Share Incentive Plan
On 15 August 2023, the Remuneration Committee approved the issue of 686,064
nil-cost options.
The options vest to 15 August 2026 and have both a performance and a
continuous service condition attached to them.
Performance condition
The Performance Condition for the Award shall be determined by reference to
the Company's performance in deploying its available uninvested capital at 31
December 2022. The level of performance and hence the amount of the Award that
vests will be determined at the discretion of the Remuneration Committee.
The targets for deployment of Investible Capital are:
(a) At least 50% of Investible Capital should have been Deployed
by 31 December 2024;
(b) 100% of Investible capital should have been Deployed by 31
December 2025.
(c) The investments into which capital has been Deployed should
be performing satisfactorily, taking account of the relatively early stage of
such investments at the time the Performance Conditions are assessed.
For the purposes of this award Investible Capital has been set at £12.4
million.
IFRS 2: Share-based Payment addresses the accounting for the Share Plan. This
sets out the definition of a share-based payment and in this case the Share
Plan is classified as an equity settled transaction with cash alternatives,
the Company has the discretion to settle the liability fully or partly in
cash. Since there is no present obligation to settle the award in cash, the
scheme will be accounted for as equity settled.
Both the performance condition and the service condition, which is to be
employed for three years from the effective date of award, are considered to
be non-market vesting condition per IFRS 2. On this basis the Share Plan will
be recognised at fair value at the date of the award and will be amortised
over the life of the plan on a straight-line basis.
The LMS Capital plc share price on the date of the award was 21p. This gives a
fair value of the award at the date of issue of £144,073.
Management expect the performance condition to be met and the award to vest in
full. In the event the performance condition is not met, the Remuneration
Committee has the discretion to settle the awards in full.
As there is a service condition attached to the Share Plan, an estimate of
whether there will be leavers is required over the vesting period. In this
instance there is no expectation that any members of staff will leave within
three years and as such 100% of the award will be used to recognise the
expense over three years.
2024 2023
Number of awards Weighted average fair value per award (pence) Number of awards Weighted average fair value per award (pence)
Outstanding at 1 January 686,064 21.0 - -
Granted - - 686,064 21.0
Outstanding at 31 December 686,064 21.0 686,064 21.0
Exercisable at the year end - - -
Value Creation Plan
At the Annual General Meeting on 17 May 2023, shareholders approved the
proposed amendments to the VCP whereby the original units awarded in 2020
would be cancelled and a smaller number of new units would be issued. 384
new units were awarded on 14 June 2023, with a fair value at grant of £461
per unit. The awards vest quarterly over five years provided the employee is
still in service of the Company. The final vesting date is 14 June 2028.
2024 2023
Number of awards Weighted average fair value per award (£) Number of awards Weighted average fair value per award (£)
Outstanding at 1 January 384 461.00 625 413.48
Units cancelled - - (625) 413.48
New units issued - - 384 461.00
Outstanding at 31 December 384 461.00 384 461.00
Exercisable at the year end - - -
19. Leases
Lease commitments
The Company leases office space and information with regards to this lease is
outlined below:
Rental lease asset 31 December
2024 2023
£'000 £'000
Balance at 1 January 42 70
Depreciation for the year (28) (28)
Balance at 31 December 14 42
Rental lease liability 31 December
2024 2023
£'000 £'000
Balance at 1 January 46 75
Unwinding of the discount on lease liability 3 5
Lease payments (33) (33)
Balance at 31 December 16 47
20. Financial risk management
The following tables analyse the Company's financial assets and financial
liabilities in accordance with the categories of financial instruments in IFRS
9. Assets and liabilities outside the scope of IFRS 9 are not included in the
table below:
31 December
2024 2023
Fair value through profit or loss Measured at amortised cost Total Fair value through profit or loss Measured at amortised cost Total
Financial assets £'000 £'000 £'000 £'000 £'000 £'000
Investments 7,842 - 7,842 20,854 - 20,854
Amounts receivable from subsidiaries - 17,805 17,805 - 15,014 15,014
Operating and other receivables - 164 164 - 120 120
Cash and cash equivalents 11,521 125 11,646 7,576 1,451 9,027
Total 19,363 18,094 37,457 28,430 16,585 45,015
Financial liabilities
Operating and other payables - 446 446 - 392 392
Amounts payable to subsidiaries - 921 921 - 2,493 2,493
Lease liabilities - 16 16 - 46 46
Total - 1,383 1,383 - 2,931 2,931
Intercompany payables to subsidiaries are all repayable on demand thus there
are no discounted contractual cash flows to present.
Within cash and cash equivalents are investments in money market funds to the
value of £11,521,000 (2023: £7,576,000) which are deemed to meet the
classification as cash equivalent and are classed as level 2 within the fair
value hierarchy.
The Company has exposure to the following risks from its use of financial
instruments:
· credit risk;
· liquidity risk; and
· market risk.
This note presents information about the Company's exposure to each of the
above risks, its policies for measuring and managing risk, and its management
of capital.
Credit risk
Credit risk is the risk of the financial loss to the Company if a counterparty
to a financial instrument fails to meet its contractual obligations and arises
principally from the Company's receivables and its cash.
31 December
2024 2023
£'000 £'000
Amounts receivable from subsidiaries 17,805 15,014
Operating and other receivables 164 120
Cash and cash equivalents 11,646 9,027
29,615 24,161
The Company limits its credit risk exposure by only depositing funds with
highly rated institutions. Cash holdings at 31 December 2024 and 2023 were
held in institutions currently rated A or better by Standard and Poor. Given
these ratings, the Company does not expect any counterparty to fail to meet
its obligations and therefore, no allowance for impairment is made for bank
deposits.
The loss allowance as at 31 December 2024 and 31 December 2023 was determined
as follows for trade receivables:
Current More than 30 days past due More than 60 days past due More than 120 days past due Total
31 December 2024 £'000 £'000 £'000 £'000 £'000
Other receivables 164 - - - 164
Total 164 - - - 164
Current More than 30 days past due More than 60 days past due More than 120 days past due Total
31 December 2023 £'000 £'000 £'000 £'000 £'000
Other receivables 120 - - - 120
Total 120 - - - 120
The Company recognised credit losses of the full value of receivable for trade
receivables not recovered after four months. As at 31 December 2024, the
Company does not have an outstanding trade receivable (2023: £nil).
For the year ending 31 December 2024, the Company did not witness significant
increase in the credit risk since the initial recognition of the outstanding
receivable from subsidiaries and other receivables, therefore, no expected
losses were recognised during the year (2023: £nil).
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. The Company's financing requirements
are met through a combination of liquidity from the sale of investments and
the use of cash resources.
The following table shows an analysis of the undiscounted financial
liabilities by remaining expected maturities as at 31 December 2024 and 31
December 2023:
Financial liabilities:
31 December 2024 Up to 3 months 3-12 months 1-5 years Over 5 years Total
£'000 £'000 £'000 £'000 £'000
Operating and other payables 446 - - - 446
Amount payable to subsidiaries 921 - - - 921
Lease liabilities 8 8 - - 16
Total 1,375 8 - - 1,383
31 December 2023 Up to 3 months 3-12 months 1-5 years Over 5 years Total
£'000 £'000 £'000 £'000 £'000
Operating and other payables 391 - - - 391
Amount payable to subsidiaries 2,493 - - - 2,493
Lease liabilities 8 23 16 - 47
Total 2,892 23 16 - 2,931
In addition, some of the Company's subsidiaries have uncalled capital
commitments to funds of £2,458,000 (2023: £2,661,000) for which the timing
of payment is uncertain (see note 21).
Market risk
Market risk is the risk that changes in market prices such as foreign exchange
rates, interest rates and equity prices will affect the Company's income or
the value of its holdings of financial instruments. The Company aims to manage
this risk within acceptable parameters while optimising the return.
Currency risk
The Company is exposed to currency risk on those of its investments which are
denominated in a currency other than the Company's functional currency which
is pounds sterling. The only other significant currency within the investment
portfolio is the US dollar. Approximately 63% of the investment portfolio of
the subsidiaries is denominated in US dollars.
The Company does not hedge the currency exposure related to its investments.
The Company regards its exposure to exchange rate changes on the underlying
investment as part of its overall investment return and does not seek to
mitigate that risk through the use of financial derivatives.
The Company is exposed to translation currency risk on sales and purchases
which are denominated in a currency other than the Company's functional
currency. The currency in which these transactions are denominated is
principally US dollars.
The Company's exposure to foreign currency risk was as follows:
31 December
2024 2023
GBP USD Other GBP USD Other
Financial assets £'000 £'000 £'000 £'000 £'000 £'000
Investments 1,037 6,805 2,847 17,394 613
Amounts receivable from subsidiaries 17,803 2 - 15,014 - -
Right-of-use assets 14 - - 42 - -
Operating and other receivables 231 - - 135 - -
Cash 11,280 366 - 8,680 347 -
Operating and other payables (462) - - (438) - -
Amount payable to subsidiaries (921) - - (2,493) - -
Net exposure 28,982 7,173 - 23,787 17,741 613
The aggregate net foreign exchange profit recognised in profit or loss were:
31 December
2024 2023
£'000 £'000
Net foreign exchange profit/(loss) on investments 232 (1,141)
Net foreign exchange profit/(loss) on non-investments 90 (42)
Total net foreign exchange profit/(loss) recognised in profit before income 322 (1,183)
tax for the year
At 31 December 2024, the rate of exchange was USD $1.25 = £1.00 (2023: $1.27
= £1.00).
A 10% strengthening of the US dollar against the pound sterling would have
increased equity and increased profit by £0.8 million at 31 December 2024
(2023: increased equity and increased profit by £2.0 million). This assumes
that all other variables, in particular interest rates, remain constant. A
weakening of the US dollar by 10% against the pound sterling would have
decreased equity and decreased the profit for the year by £0.7 million (2023:
decreased equity and decreased the profit for the year by £1.6 million). This
level of change is considered to be reasonable based on observations of
current conditions.
Interest rate risk
At the reporting date, the Company's cash is exposed to interest rate risk and
the sensitivity below is based on these amounts.
An increase of 100 basis points in interest rates at the reporting date would
have increased equity by £116,000 (2023: increase of £118,000) and increased
the profit for the year by £116,000 (2023: increased the profit £118,000). A
decrease of 100 basis points would have decreased equity and increased the
loss for the year by the same amounts. This level of change is considered to
be reasonable based on observations of current conditions.
Fair values
All items not held at fair value in the Statement of Financial Position have
fair values that approximate their carrying values.
Other market price risk
Equity price risk arises from equity securities held as part of the Company's
portfolio of investments. The Company's management of risk in its investment
portfolio focuses on diversification in terms of geography and sector, as well
as type and stage of investment.
The Company's investments comprise unquoted investments in its subsidiaries.
The subsidiaries' investment portfolios comprise investments in quoted and
unquoted equity and debt instruments. Quoted investments are quoted on the
main stock exchanges in London and New York. A proportion of the unquoted
investments are held through funds managed by external managers.
As is common practice in the venture and development capital industry, the
investments in unquoted companies are structured using a variety of
instruments including ordinary shares, preference shares and other shares
carrying special rights, options and warrants and debt instruments with and
without conversion rights. The investments are held for resale with a view to
the realisation of capital gains. Generally, the investments do not pay
significant income.
The significant unobservable inputs used at 31 December 2024 in measuring
investments categorised as level 3 in note 11 are considered below:
1. Unquoted securities (carrying value £17.5 million)
are valued using the most appropriate valuation technique such as a
revenue-based approach, an earnings-based approach, or a discounted cash flow
approach. These investments are sensitive to both the overall market and
industry specific fluctuations that can impact multiples and comparable
company valuations. In most cases the valuation method uses inputs based on
comparable quoted companies for which the key unobservable inputs are:
· revenue multiples in the range 1.5-2.5 times, also dependent
on attributes at individual investment level; and
· Discounts applied of up to 40%, to reflect the illiquidity
risk of the unquoted companies. The discount used requires the exercise of
judgement taking into account factors specific to individual investments such
as size and rate of growth compared to other companies in the sector.
2. Investments in funds (carrying value £5.9 million)
are valued using the reported NAV from the general partners of the fund
interests with adjustments made for calls, distributions and foreign currency
movements since the date of the report (if prior to 31 December 2024). The
reported NAVs of the funds are fair value based. The Company also carries
out its own review of individual funds and their portfolios to satisfy
ourselves that the underlying valuation bases are consistent with our basis of
valuation and knowledge of the investments and the sectors in which they
operate. However, the degree of detail on valuations varies significantly by
fund and, in general, details of unobservable inputs used are not available.
Two of the Company's subsidiaries' underlying investments are valued using
discounted cash flow ("DCF") models. These models rely on detailed cash flow
forecasts and on substantial subjective judgemental inputs and the derived
valuations are sensitive to small changes in these inputs as follows:
Castle View - valuation £6.5 million
A key driver of value is the right to receive Deferred Management Fee ("DMF")
income in the future when units are resold. The current valuation assumes
that 8 units will be resold each year in the future. With all other inputs
being equal, applying an average unit turnover range of 5 to 9 units would
result in a valuation range of £3.4 million to £7.1 million.
A discount rate of 11.1% has been applied to the valuation which reflects the
entry IRR in December 2023. To demonstrate sensitivity, with all other
inputs being equal, a discount range of 9% to 12% would result in a valuation
range of £7.6 million to £6.2 million.
Dacian Petroleum - valuation £9.3 million
The valuation of Dacian Petroleum is sensitive to the following inputs:
· Oil price;
· Production levels; and
· Discount rate.
An oil price of $75 per barrel has been used in the valuation, being Dacian's
expectation of the average oil price during 2025. The effect of a decrease
or increase in oil price of $5 per barrel, with all other inputs being equal,
would result in a valuation of between £7.5 million and £11.2 million.
The effect of a decrease or increase in production of 5%, with all other
inputs being equal, would result in a valuation of between £7.8 million and
£10.9 million.
A discount rate of 15% has been applied to the valuation which reflects a
slight increase on the coupon of 14% on the original Senior Loan Notes before
the anticipated conversion. To demonstrate sensitivity, with all other
inputs being equal, a discount range of 14% to 16% would result in a valuation
range of £9.8 million to £8.8 million.
The valuation of the investments in subsidiaries makes use of multiple
interdependent significant unobservable inputs and it is impractical to
sensitise variations of any one input on the value of the investment portfolio
as a whole. Estimates and underlying assumptions are reviewed on an ongoing
basis however inputs are highly subjective. Changes in any one of the
variables, earnings or revenue multiples or illiquidity discounts could
potentially have a significant effect on the valuation.
The reported values of the level 3 investments would change, should there be a
change in the underlying assumptions and unobservable inputs driving these
values. The Company has performed a sensitivity analysis to assess the overall
impact of a 10% movement in these reported values of investments, on the
profit for the year. The effect on loss is shown in the table below:
31 December
2024 2023
£'000 £'000
Effect of 10% decrease in investment value (784) (2,085)
Effect of 10% increase in investment value 784 2,085
Capital management
The Company's total capital at 31 December 2024 was £36.2 million (2023:
£42.1 million) comprising equity share capital and reserves. The Company had
no borrowings at 31 December 2024 (2023: £nil).
In order to meet the Company's capital management objectives, the Board
monitors and reviews the broad structure of the Company's capital on an
ongoing basis. This review includes:
· Working capital requirements and follow-on investment capital
for portfolio investments, including calls from funds;
· Capital available for new investments; and
· The annual dividend policy and other possible distributions
to shareholders.
21. Capital commitments
31 December
2024 2023
£'000 £'000
Outstanding commitments to funds 2,458 2,661
The outstanding commitments to funds comprise unpaid capital calls in respect
of funds where a subsidiary of the Company is a limited partner. At the
balance sheet date it is not expected that these outstanding commitments will
be called.
As of 31 December 2024 the Company has no other contingencies or commitments
to disclose (2023: £nil).
22. Related party transactions
During the year, the Company paid rent of £32,780 (2023: £32,780) to The
Rayne Foundation for its office space. Robert Rayne was the Chairman of The
Rayne Foundation.
During the year the following transactions occurred with Group companies:
31 December 2024 Advanced to Received from Interest receivable / (payable) Dividends/ fees received Balance due from/ (due to)
£ £ £ £ £
LMS Capital Group Limited 14,000 8,000,000 2,122 8,000,000 48,052
LMS Capital Holdings Limited 8,061,499 5,970,862 (314,791) - (412,852)
LMS Co-Invest Limited 43,444 - 6,550 59,370 173,101
Lion Investments Limited 158,196 260,000 223,455 109,761 4,747,718
Tiger Investments Limited 1,128 - - - -
LMS Tiger Investments (II) Limited - - - - 1,828
Cavera Limited - 243,047 - - -
LMS Retirement Living Limited 1,857,604 12,017 352,119 126,828 8,074,860
Lioness Property Investments Limited - - 220,379 - 4,627,958
Lion Property Investments Limited 33 190,882 (16,637) - (508,434)
Westpool Investment Trust plc 37,077 36,367 - 129,285 129,321
LMS Capital (Bermuda) Limited 229,053 226,888 - 933 1,743
31 December 2023 Advanced to Received from Dividends/ fees received Balance due from/ (due to)
£ £ £ £
LMS Capital Group Limited 45,012,930 45,000,000 45,000,000 31,930
LMS Capital Holdings Limited 45,175,126 30,325,581 - (2,188,698)
LMS Co-Invest Limited 150,956 301,327 120,130 63,737
Lion Investments Limited 418,911 535,127 - 4,516,306
Tiger Investments Limited 6,436 - - (1,128)
LMS Tiger Investments (II) Limited 10,551,301 10,580,158 - 1,828
Cavera Limited 46,790 5,000 - 243,047
LMS Retirement Living Limited 5,750,326 - - 5,750,326
Lioness Property Investments Limited 6,848,764 - - 4,407,579
Lion Property Investments Limited 6,469 - - (300,948)
Westpool Investment Trust plc 11,900,544 - - (674)
LMS Capital (Bermuda) Limited 12,750,211 3,796,079 - (1,355)
International Oilfield Services Limited 10,001,614 9,681,266 - -
Details of Directors' remuneration are disclosed in note 6.
23. Subsequent events
On 13 March the Company announced that following engagement with key
shareholders, the Board had reached the conclusion that shareholder value
would be best served by a managed realisation of the Company's assets and
returns of capital over time. Further details can be found in the Viability
Statement and in the Basis of preparation accounting policy.
There are no other subsequent events that would materially affect the
interpretation of these Financial Statements.
24. Subsidiaries
The Company's subsidiaries are as follows:
Name Country of incorporation Holding % Activity
LMS Capital (Bermuda) Limited Bermuda 100 Investment holding
LMS Capital Group Limited England and Wales 100 Investment holding
LMS Capital Holdings Limited England and Wales 100 Investment holding
Lioness Property Investments Limited England and Wales 100 Investment holding
Lion Property Investments Limited England and Wales 100 Investment holding
Lion Investments Limited England and Wales 100 Investment holding
Tiger Investments Limited England and Wales 100 Investment holding
LMS Tiger Investments (II) Limited England and Wales 100 Investment holding
Westpool Investment Trust plc England and Wales 100 Investment holding
Cavera Limited England and Wales 100 Dormant
LMS Co-Invest Limited England and Wales 100 Trading
LMS Retirement Living Limited England and Wales 100 Investment holding
The registered office addresses of the Company's subsidiaries are as follows:
Subsidiaries incorporated in England and Wales: 3 Bromley Place, London,
United Kingdom, W1T 6DB.
Subsidiaries incorporated in Bermuda: Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda.
International Oilfield Services Limited, a company registered in Bermuda, was
dissolved on 2 December 2024. Lion Cub Property Investments Limited was
dissolved on 7 January 2025.
25. Net asset value per share
The net asset value per ordinary share in issue is as follows:
31 December
2024 2023
Net assets (£'000) 36,155 42,141
Number of ordinary shares in issue 80,727,450 80,727,450
Net asset value per share (pence) 44.79 52.20
NAV per share is considered to be an Alternative Performance Measure ("APM").
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