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REG - Nippon Active Value - Half-year Report

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RNS Number : 4014Z  Nippon Active Value Fund PLC  16 September 2025

Nippon Active Value Fund plc

Half-yearly report

For the six months ended 30 June 2025

 

Investment Objective

The investment objective of Nippon Active Value Fund plc ("the Company" or
"NAVF" or "the Fund") is to provide Shareholders with attractive long-term
capital growth primarily through the active management of a focused portfolio
of quoted companies that have the majority of their operations in, or revenue
derived from, Japan, or a majority of whose consolidated net assets are held
in Japan, or that are included in the TOPIX, and that have been identified by
the Investment Adviser as being undervalued.

Financial Information

                                                                    As at         As at
                                                                    30 June 2025  31 December 2024
 Net assets - (£'millions)                                          386.8         365.4
 Net asset value ("NAV") per Ordinary Share ("Share") - (pence)(1)  204.5         193.2
 Share price - (pence)                                              200.0         187.5
 Share price discount to NAV - (%)(2)                               2.2           3.0
 Ongoing charges - (annualised) - (%)(2)                            1.16          1.18

Performance Summary

                                              For the period to  For the period to
                                              30 June 2025(3)    30 June 2024(3)
                                              % change           % change
 NAV total return per Share(2)                +7.6               +6.9
 Share price total return per Share(2)        +8.5               +6.6
 MSCI Japan Small Cap Index (sterling terms)  +5.0               +0.1

1      This is measured on a cum income basis.

2      These are Alternative Performance Measures ("APMs"), which is a
financial measure of historic or future financial performance, financial
position, or cash other than a financial measure defined or specified in the
applicable financial reporting framework. Definition of these and other APMs
used in this report, together with how these APMs have been calculated are
disclosed in the report.

3      Total returns are stated using the GBP equivalents, including
dividends reinvested.

 

Chairman's Statement

Performance

I am pleased to present Nippon Active Value Fund's interim report, covering
the period from 1 January to 30 June 2025.

Over that period the Company's net asset value rose by +7.6% while the share
price rose by +8.5%. In comparison, the MSCI Japan Small Cap Index (total
return in sterling terms) rose by +5.0%. Since the launch of the Company in
February 2020, the Net Asset Value ("NAV") of the Company has increased by
+119.3% and the share price by +100.9%, compared to a return in the MSCI Japan
Small Cap Index of 32.7% (in sterling terms with dividends reinvested). Since
the end of the accounting period, the Company's NAV has returned 9.9%,
compared to a MSCI Japan Small Cap Index total return of 10.4%.

At the end of June, the discount was -2.2%, having ranged between a discount
of -10.1% and a premium of +1.5% over the first half of the year.

The Japanese market performed in a similar way to other developed markets over
the first half of the year, with a sharp sell-off in response to the US
President's announcement of "reciprocal tariffs" at the beginning of April. By
the end of June, both large and small cap Japanese indices had recovered, and
in July the broad Japanese index, TOPIX, reached a new high. Whilst there is
still significant uncertainty in the economic and policy environments, and
markets could sell off again in response to specific events, at the time of
writing investors seem confident that overall fundamentals are supportive.

Our strategy does not target any index or seek to reflect the Japanese market
as a whole. The focus remains on medium and small capitalised companies, where
we can build up significant stakes to enable productive engagement with their
management. The strategy focuses on improving the representation of
independent directors on boards, and targets companies with inefficient
capital management, usually trading on a low price to book ratio and with high
levels of cash reserves. This results in a relatively concentrated portfolio,
and returns can vary significantly from both the TOPIX and small cap indices,
depending on the results of our Advisers' engagement with the portfolio
holdings. Nonetheless, we expect the focus on balance sheet assets to provide
a margin of safety and to help support positive outcomes.

Our Investment Adviser's Report which follows, discusses some of the major
contributors to returns, as well as examples of engagement with target
companies.

Unlisted Investments

NAVF may hold up to 10% of its net asset value in unquoted investments,
allowing the Company to avail of potential return opportunities in companies
that might delist as a consequence of our engagement and related corporate
actions.

In September 2024, Bain & Co announced a tender offer for one of our
holdings, Trancom, which concluded on 31  October 2024. The Trancom shares
were delisted on 15 January 2025. NAVF, along with co-investors from
Dalton-related entities, acquired a stake in the delisted entity in April
2025, reinvesting some of the proceeds realised from tendering Trancom shares.
This is our second investment in an unlisted company (T&K Toka was the
first), both of which were previously held in the portfolio as publicly traded
shares. As of 30 June 2025, the cost price of T&K Toka was JPY 282,970,588
and in Trancom was JPY 300,863,043,with the two unlisted equity holdings
amounting to 0.76% of NAV. The Company has engaged Competant Inc, a Tokyo
based accountancy firm, to act as an independent valuer of our unlisted equity
holdings. Competant will provide valuations on at least a six monthly basis.

Corporate Governance Developments

The strategy is designed to benefit from the improvements in corporate
governance in Japan and the increasing engagement with Japanese corporations
by activist investors. Some of the key factors supporting activism include (i)
Japan Exchange Group's (JPX) requirement that listed entities pay attention to
their profitability and the liquidity of their shares, (ii) the Ministry of
Economy, Trade and Industry's (METI) measures to improve the transparency of
corporate actions, in particular take-over bids, (iii) increasing pressure
from Japanese regulators and (iv) institutional investors' continuing
unwinding of long-term cross shareholdings.

There was considerable coverage of activist engagement in the first half of
the year, including NAVF's campaign regarding with Fuji Media Holdings in
light of the reported sexual harassment scandal, which has been described in
detail in the Company's monthly factsheets and more fully in the Investment
Adviser's report.

There were other widely-reported actions involving large, capitalised
companies that NAVF or its affiliate Dalton were not active in; these had
outcomes that illustrate that incumbent management continue to resist the
trends and policies being implemented. In July 2025, Alimentation Couche-Tard,
the Canadian multinational operator of convenience stores, withdrew its bid
for Seven & I Holdings due to "a lack of constructive engagement" by the
latter. Rumours that Toyota Motors would buy-out the non-group shareholders of
Toyota Industries was positively received by the market. When the bid was
announced, however, it was at a discount to the prevailing market price; their
valuation for the bid was not required to adjust assets, including
shareholdings, to market prices. We firmly believe that the incentives to
consider activists' proposals are greater in the small and medium cap sectors,
whose companies are under greater pressure to comply with JPX's listing
requirements. That sector is, and will remain, the core focus of our
Investment Adviser's efforts.

NAVF submitted shareholder proposals at twelve Annual General Meetings in the
first half of 2025. Eiken Chemical agreed to appoint two of the directors
proposed by Dalton (on NAVF's and other Dalton funds' behalf) before the AGM.
Additionally, NAVF's proposed candidate for Hogy Medical was appointed to that
board. In all, including the two delisted holdings, NAVF has influenced board
representation on five of our holding companies during the period under
review.

Investment Policy Clarification

A minor inconsistency was identified between the Company's Investment Policy
and its Investment Restrictions. Following legal review, the Board approved a
small amendment to align the position and remove the contradiction. This
amendment does not alter our investment approach and does not require
regulatory or shareholder approval, it simply ensures that the stated
Investment Policy accurately reflects the Investment Restrictions already in
place.

Gearing

As I outlined in the annual report, the Company has a £70 million borrowing
facility with The Northern Trust Company, which can be drawn down on in
shorter term scenarios if required to support the Company's strategic
initiatives. £5 million was drawn down in February 2025, £1 million of
which was repaid in late June 2025, so that borrowing at the end of the
reporting period was £4m. The balance was repaid in July and currently the
facility is undrawn.

Share Issuance

In July and August 2025, the Company issued 1,513,282 Ordinary Shares via tap
issuance at an average price of 221 pence per Ordinary Share. This demand
reflects a continued and growing confidence, not only in the longer-term
prospects for the Japanese economy, but also in the abilities of the Company's
Investment Advisers to outperform. New shares were issued at a premium to the
prevailing NAV. As at 12 September 2025, the Company's issued ordinary share
capital comprises 190,654,986 Ordinary Shares, with none held in treasury, and
therefore, the total number of Ordinary Shares in the Company with voting
rights is 190,654,986. We look forward to continuing to grow the Company both
through performance and issuance to satisfy market demand.

Continuation Vote

I am pleased to report that, at the Company's Annual General Meeting ("AGM")
held in June 2025, Shareholders voted overwhelmingly in favour of the
continuation of the Company, with 99.99% of votes cast in favour of the
resolution. My fellow Board members and I thank Shareholders for their ongoing
support. The next continuation vote will be held in 2027.

Outlook

The Company's strategy is to invest in a relatively concentrated number of
deeply undervalued companies. To unlock that valuation discount, the strategy
targets companies where there is a strong potential for engagement with
management to improve returns to shareholders through, for example, higher
dividend payouts or share buybacks. Our Investment Advisers continue to
identify new opportunities in both the small and mid-cap sectors, and your
Board is satisfied that the opportunity set identified in the Company's
original prospectus remain valid. With the return on investment of listed
Japanese companies still significantly below those in the US and UK, the
Japanese financial regulators are increasingly vocal in calling for a greater
focus on profitability and shareholder returns. As this regulatory momentum
accelerates and policy frameworks continue to evolve in support of the
transition, the number of investment opportunities available, affirms that the
Company retains significant runway to execute a well-established and effective
strategy. The strategy is a highly selective, concentrated approach and we
expect the Company's returns to be relatively lowly correlated to the broader
Japan equities market. Even if investors' focus shifts to opportunities away
from Japan, or markets respond negatively to continued macroeconomic
uncertainty, we are confident that the activist approach will continue to
perform well.

Rosemary Morgan

Chairman

15 September 2025

 

Investment Adviser's Report

Investment results for the first half of the calendar year for the Nippon
Active Value Fund ("NAVF") were broadly satisfactory. The Company's growth in
asset value exceeded that of the relevant Japanese stock indices, despite the
yen's continuing weakness against sterling. Additionally, NAVF's publicly
quoted stock price closed the discount to NAV. Complete figures may be found
in the table below, as well as in the detailed commentary on the first and
second quarters, available on our website www.nipponactivevaluefund.com. A
table indicating the investments that contributed to or detracted meaningfully
from our results is also included.

NAV performance of the Company for 2020, 2021, 2022, 2023, 2024 and YTD:

 

                                       Absolute (ex-inc)¹                              Cumulative (ex-inc)¹

                                       JPY               GBP                           JPY               GBP

 Period                                %                    %                          %                    %
 21 February 2020 to 31 December 2020  10.6                    13.6                    10.6                    13.6
 Year Ended 31 December 2021           35.0                    22.3                    49.3                    38.9
 Year Ended 31 December 2022           5.3                     3.5                     57.2                    43.7
 Year Ended 31 December 2023           39.6                    23.1                    119.5                   76.9
 Year Ended 31 December 2024           26.3                    15.2                    177.2                   103.8
 2025 Half-Year                        8.0                     7.6                     199.4                   119.3
 21 February 2020 to 30 June 2025      22.4                    15.6                    199.4                   119.3

(1)This is measured on an ex-income basis, excluding dividend reinvested.

Attribution

                                                                                           Contribution

                                                               AVG Weight   Total Return   %

 H1 2025               NAVF                                    %            %
 Top 5 Contributors    Fuji Media Holdings, Inc.               9.0          93.0           5.8
                       Bunka Shutter Co., Ltd.                 6.9          23.4           1.6
                       ASKA Pharmaceutical Holdings Co., Ltd.  7.1          17.4           1.2
                       Meisei Industrial Co., Ltd.             6.8          6.3            0.7
                       Teikoku Sen-I Co., Ltd.                 4.7          14.0           0.7

 Bottom 5 Detractors   Teikoku Tsushin Kogyo Co., Ltd.         1.6          -9.6           -0.2
                       Ebara Jitsugyo Co., Ltd.                4.6          -5.4           -0.3
                       Sekisui Jushi Corporation               4.0          -6.1           -0.3
                       Stella Chemifa Corporation              3.0          -9.6           -0.3
                       Hogy Medical Co., Ltd.                  11.5         -14.9          -2.0

We believe it is important for our Shareholders to maintain a long-term
perspective, and to that end we try very hard not to provide much "elevator
music" in our commentary. By that we mean an extensive discussion structured
around short-term share price movements. Rather, if you are an investor in
NAVF, you should think of yourself as a co-venturer on a great crusade to
bring economic rationality to undermanaged businesses in the Japanese market.
If we are successful in this endeavour, we believe superior investment results
will follow.

We cannot control individual stock prices, which are set every day in the
marketplace by thousands of investors making individual decisions, but in the
longer run we believe company stock prices will gravitate toward their
intrinsic investment values.

Corporate Japan has under-managed its assets for several decades. The
entrenched behaviour of a generation scarred by a long bear market in stocks
and a devastating collapse in real estate prices has caused company
managements to adopt a bunker mentality, huddling together for comfort in
excess capital and assets. The Japanese stock market has over-corrected for
this mismanagement, driving the stock prices of many companies to levels
substantially below their intrinsic value. In most developed markets, such
mispricing would not exist for long. Sharp-eyed investors, followed by private
equity funds, would snap up the shares and drive the stock price toward fair
value, either through aggressive purchases or by an outright acquisition of
the entire company. But such behaviour is unusual in Japan.

Therein lies the opportunity: our goal is to help Japan accelerate change in
corporate behaviour to ensure that stock prices properly reflect underlying
economic reality. We think of ourselves as both a voice and a force for
economic rationality.

NAVF distinguishes itself not only through its stock-picking acumen but also
through its hands-on approach to corporate engagement. The Company actively
challenges underperforming or poorly governed Japanese companies, leveraging
shareholder proposals, public campaigns, and private negotiations to drive
meaningful change. Our engagement is led by a dedicated team of investment and
legal professionals in Tokyo. They are all Japanese nationals and thus, NAVF
has local insights, context and presence in the Japanese market. Below is a
detailed exploration of NAVF's engagement with four key portfolio companies
during the first half of 2025, illustrating the Company's strategy, tactics,
and outcomes.

Fuji Media Holdings: Dismantling the Old Guard

Fuji Media Holdings ("FMH") became a focal point of NAVF's activism in early
2025, following years of frustration with the company's entrenched management
and governance failures. The catalyst was a high-profile sexual harassment
scandal that exposed deep-seated issues within the company's leadership. NAVF
launched a public campaign, publishing five open letters to FMH's board and
creating a media storm in Japan. The letters called for the resignation of
long-serving executive Hisashi Hieda, dubbed the "Emperor" for his four-decade
reign, and a breakup of the company's inefficient conglomerate structure.

The pressure escalated in February 2025, as NAVF criticised the reappointment
of five directors from the so-called "Old Boys' Club" just days before the
release of an independent governance report. When the report was published on
31 March, it vindicated NAVF's concerns, revealing systemic mismanagement. The
market reacted immediately; FMH's stock surged 8.7% on the day of the report's
release, even as broader indices declined due to external macroeconomic
pressures.

NAVF's campaign culminated at FMH's AGM in June 2025. Following the
resignation of the entire board in April, we proposed a slate of twelve
independent directors to replace them. While none of NAVF's nominees were
elected, the company subsequently unveiled a sweeping "Reform Action Plan",
which included:

•           A commitment to achieve an 8% return on equity
("ROE");

•           The divestiture of ¥100 billion in strategic
shareholdings within three years;

•           A ¥250 billion investment plan over five years,
focused on content creation and IP monetisation;

•           The abolition of the Executive Managing Adviser
system, effectively removing Hieda and his allies;

•           Mandatory retirement ages and term limits for
directors.

Although NAVF's director candidates were not elected, the AGM marked a turning
point. The new board, installed by FMH, adopted most of the reforms NAVF had
demanded. The stock rallied 30.4% in the second quarter, reflecting investor
confidence in the company's new direction. NAVF continues to monitor FMH
closely, ready to re-engage if progress stalls.

Hogy Medical: Pushing for Privatisation

Hogy Medical presented a different challenge. The company's full-year earnings
revision in March 2025, revealed not only disappointing sales of new medical
kits but also a loss of more than one billion yen on investment securities and
aggressive inventory write-downs. While these accounting moves did not impact
cash flow, they signalled deeper operational issues. NAVF, which had been in
private discussions with management about the company's future as a listed
entity, saw an opportunity to accelerate change.

At the Hogy Medical AGM in June, NAVF submitted a shareholder proposal to
appoint three of its representatives, including CIO, James Rosenwald to the
board. The proposal was partially successful; Rosenwald was elected as an
outside director, giving NAVF a direct voice in the company's strategic
decisions. His appointment was a strategic coup, as it positioned NAVF to
advocate for a management buyout ("MBO") or privatisation from within.

The engagement with Hogy Medical underscores NAVF's willingness to use both
public pressure and behind-the-scenes negotiation. The company's stock
declined 17.4% in the second quarter due to weak earnings, but NAVF's board
presence ensures the company can now influence decisions on capital
allocation, cost management, and potential delisting, a process that we
believe could unlock significant value for shareholders.

Eiken Chemical: Boardroom Reform for Long-Term Value

Eiken Chemical, a global leader in diagnostic reagents, faced criticism for
its lacklustre financial performance and conservative growth targets. NAVF's
analysts believed the company's technology, particularly in faecal
immunochemical testing, was undervalued due to weak governance. In response,
NAVF submitted a shareholder proposal ahead of the AGM, recommending six
independent directors to strengthen the board's oversight and strategic
acumen.

The company accepted two of NAVF's nominees, marking a rare instance of a
Japanese firm voluntarily adopting activist-recommended directors. This
concession was significant; for the first time, Eiken's board included members
with deep capital markets experience, capable of evaluating strategic options
beyond organic growth. NAVF's engagement here was less about immediate
financial engineering and more about ensuring the board could objectively
assess opportunities such as divestitures, partnerships, or even a sale of the
entire company.

While Eiken's stock declined 6% in the second quarter due to disappointing
full-year results, we remain optimistic. The Company believes the revised
board will improve transparency, enhance shareholder dialogue, and ultimately
drive better capital allocation decisions.

Meisei Industrial: Accumulating Influence

Meisei Industrial, a manufacturer of industrial components, experienced
significant share price volatility in early 2025. NAVF and its affiliates
responded by aggressively accumulating shares, building a stake of more than
9.5% of the company's free float. This accumulation was a deliberate strategy
to gain influence and push for operational improvements.

By the end of the first half, Meisei's stock had rebounded nearly 16%, erasing
its earlier losses. NAVF's growing ownership stake has positioned the Company
as a key voice in Meisei's future. While no formal proposals have been tabled
yet, the Company's presence has already prompted management to engage in
discussions about cost efficiency, capital returns, and potential strategic
alternatives. NAVF's approach with Meisei demonstrates its patience and
willingness to build influence gradually, using ownership as a lever for
change.

The Broader Impact of NAVF's Engagement

NAVF's activism is not only about individual companies; it reflects our belief
in a broader, ongoing shift in Japan's corporate culture. The Company's
campaigns have contributed to a record number of going-private transactions.
In Q1 2025 alone, 32 Japanese firms announced delisting plans, more than
double the number from the same period in 2024. This trend is partly driven by
NAVF and other activists, who highlight the costs of public listing,
regulatory compliance, shareholder demands, and short-term pressure, against
the benefits of private ownership.

The Company's success also reflects the growing influence of the Tokyo Stock
Exchange ("TSE") and regulators, who are pushing for higher returns on equity,
better disclosure, and stronger shareholder rights. NAVF's engagements with
Fuji Media, Hogy Medical, Eiken Chemical, and Meisei Industrial are case
studies in how activist investors can catalyse change in a market historically
resistant to outside influence.

NAVF's engagement strategy combines public advocacy, shareholder proposals,
and board-level intervention to drive governance reforms and operational
improvements. The Company's willingness to take on entrenched management, its
ability to mobilise other shareholders, and its focus on long-term value
creation set it apart in the Japanese market. As the Company continues to
expand its influence, its actions are likely to inspire further reforms,
benefiting not only its own investors but also the broader ecosystem of
Japanese equities.

Paul ffolkes Davis

Rising Sun Management Limited

15 September 2025

 

Portfolio

As at 30 June 2025

Top ten holdings as a percentage of net assets

                                                                 Value     % of net
 Company                                 Sector                  (£'000)   assets
 Fuji Media Holdings, Inc.               Communication Services  42,151    10.9
 Hogy Medical Co., Ltd.                  Healthcare              39,360    10.2
 Eiken Chemical Co., Ltd.                Healthcare              34,731    9.0
 Meisei Industrial Co., Ltd.             Industrials             30,511    7.9
 Bunka Shutter Co., Ltd.                 Industrials             29,907    7.7
 ASKA Pharmaceutical Holdings Co., Ltd.  Healthcare              29,465    7.6
 Murakami Corporation                    Consumer Discretionary  22,360    5.8
 Teikoku Sen-I Co., Ltd.                 Industrials             20,360    5.3
 Ebara Jitsugyo Co., Ltd.                Industrials             16,926    4.4
 Sekisui Jushi Corporation               Industrials             14,966    3.9

Portfolio characteristics

 Equity Investments                98.6%
 Price/Book                        1.1x
 Price/Earnings                    5.3x
 EV/EBITDA                         7.5x
 Adjusted Cash/Market Cap*         33.8%
 Net Working Capital/Market Cap**  42.4%

*       Adjusted Cash / Market Cap = (Cash + Cross Shareholdings - Debt)
/Market Cap

**     Net Working Capital / Market Cap = (Cross Shareholdings + Total
Current Assets - Total Liabilities) / Market Cap

 

Interim Management Report

The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authority ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"), and consider the Chairman's Statement and the
Investment Adviser's Report in this half-yearly report to provide details of
the important events which have occurred during the period and their impact on
the financial statements. The following statements on Related Party
Transactions, Going Concern and the Directors' Responsibility Statement,
together constitute the Interim Management Report of the Company for the
period ended 30 June 2025. The outlook for the Company for the remaining six
months of the year ending 31 December 2025 is discussed in the Chairman's
Statement and the Investment Adviser's Report.

Risks and uncertainties

The principal and emerging risks, together with a summary of the processes and
internal controls used to manage and mitigate risks where possible, are
outlined in the Annual Report for the year ended 31 December 2024. The Board
is responsible for the management of risks and uncertainties faced by the
Company. However, it relies on the Investment Adviser and the Alternative
Investment Fund Manager ("AIFM"), who seek to mitigate these risks through
active asset management initiatives, and by carrying out due diligence work on
potential targets before entering into any investments.

The risks, as outlined in the 2024 Annual Report, remain largely unchanged.
However, since the release of the 2024 Annual Report, the Board has observed
increased market volatility driven by geopolitical shifts, rising inflation
and interest rate pressures, evolving global regulatory frameworks, and
escalating regional conflict, all of which continue to weigh on investor
sentiment and confidence. The Board and AIFM closely monitor and assess these
continued uncertainties as to how they could impact and affect the Company's
trading position, portfolio and Shareholders, and, where appropriate,
endeavour to mitigate the risk. The Board is of the opinion that these
principal and emerging risks and uncertainties remain, and are applicable to
the remaining six months of the Company's financial year.

Going concern

The Directors have adopted the going concern basis in preparing the financial
statements. The Board has a reasonable expectation that the Company has
adequate resources to continue in operational existence for at least the
following twelve-month period from the date of this report.

The Directors do not foresee any immediate material risk to the Company's
investment portfolio; however, a prolonged and deep market decline could lead
to falling values in the underlying business or interruptions to cash flow.
The Company currently has more than sufficient liquidity available to meet any
future obligations. The Company's net assets at 30 June 2025, were
£386,822,000 (30 June 2024: £339,142,000; 31 December 2024: £365,442,000).
As at 30 June 2025, the Company held £8,079,000 (30 June 2024: £21,580,000;
31 December 2024: £19,889,000) in cash. The total expenses for the period
ended 30 June 2025, were £2,258,000 (30 June 2024: £2,241,000; 31 December
2024: £6,197,000). The ongoing charges ratio represented approximately 1.16%
(30 June 2024: 1.21%; 31 December 2024: 1.18%) of average net assets during
the period. At the date of approval of this document, based on the aggregate
of investments and cash held, the Company has substantial operating expenses
cover.

As part of their assessment, the Board has fully considered and assessed the
Company's portfolio of investments, cash position, income and expense flows,
giving careful consideration to the consequences for the Company of continuing
uncertainties in the global economy.

Related party transactions

The Company's Investment Adviser is Rising Sun Management ("Rising Sun") and
the Company's AIFM is FundRock Management Company (Guernsey) Limited
("FundRock"). The Company, the AIFM and the Investment Adviser entered into
the Investment Advisory Agreement on 7 January 2020, pursuant to which Rising
Sun provide investment advisory services to FundRock and the Company, and are
entitled to receive an annual fee of 0.85% of the Company's net assets
(exclusive of VAT), in respect of the services provided under the Investment
Advisory Agreement.

Rising Sun is considered a related party under the UK Listing Rules. The total
Investment Adviser and AIFM fees for the period to 30 June 2025 are shown in
the Statement of Comprehensive Income. There have been no changes to the
related party transactions that could have a material effect on the financial
position or performance of the Company since the year ended 31 December 2024.
Further information can be found in note 10 to the financial statements.

Directors' statement of responsibility for the half-yearly report

The Directors confirm to the best of their knowledge that:

·      The condensed set of financial statements contained within the
half-yearly report has been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting" as required by DTR
4.2.4R.

·      The Interim Management Report includes a fair review of the
information required by the FCA's Disclosure Guidance and Transparency Rules
("DTR"):

(a)  DTR 4.2.7R, 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

(b)  DTR 4.2.8R, being related to party transactions that have taken place in
the first six months of the current financial year and that have materially
affected the financial position or performance of the Company during that
period; and any changes in the related party transactions described in the
last Annual Report that could do so.

This half-yearly financial report has not been audited or reviewed by the
Company's auditor.

Signed on behalf of the Board of Directors

Rosemary Morgan

Chairman

15 September 2025

 

Condensed Unaudited Statement of Comprehensive Income

For the six months ended 30 June 2025

                                                        For the period to          For the period to          For the year ended

30 June 2025
30 June 2024
31 December 2024*
                                                        Revenue  Capital  Total    Revenue  Capital  Total    Revenue  Capital  Total
                                                  Note  £'000    £'000    £'000    £'000    £'000    £'000    £'000    £'000    £'000
 Gains on investments                                   -        23,969   23,969   -        20,363   20,363   -        46,508   46,508
 Income                                           4     6,181    -        6,181    4,546    -        4,546    9,132    -        9,132
 Foreign exchange gains/(losses)                        -        209      209      -        15       15       -        (1,834)  (1,834)
 Investment Adviser fees                                (314)    (1,255)  (1,569)  (278)    (1,111)  (1,389)  (583)    (2,334)  (2,917)
 Other operational expenses                             (641)    -        (641)    (852)    -        (852)    (1,446)  -        (1,446)
 Profit before finance costs and taxation               5,226    22,923   28,149   3,416    19,267   22,683   7,103    42,340   49,443
 Finance costs                                          (48)     -        (48)     -        -        -        -        -        -
 Profit before taxation                                 5,178    22,923   28,101   3,416    19,267   22,683   7,103    42,340   49,443
 Taxation                                         5     (574)    -        (574)    (454)    -        (454)    (913)    -        (913)
 Profit and comprehensive income for the period         4,604    22,923   27,527   2,962    19,267   22,229   6,190    42,340   48,530
 Earnings per Ordinary Share - basic and diluted  8     2.43p    12.12p   14.55p   1.57p    10.19p   11.76p   3.27p    22.39p   25.66p

*       Audited

There is no other comprehensive income and therefore the "Profit and
comprehensive income for the period" is the total comprehensive income for the
period.

The total column of the above statement is the profit and loss account of the
Company. All revenue and capital items in the above statement derive from
continuing operations.

The supplementary revenue and capital columns, including the earnings per
Ordinary Share, are prepared in accordance with the Statement of Recommended
Practice ("SORP") issued by the Association of Investment Companies.

The notes form an integral part of these financial statements.

 

Condensed Unaudited Statement of Changes in Equity

For the six months ended 30 June 2025

                                                                Share
                                                       Share    premium  Capital  Revenue
                                                       capital  account  reserve  reserve  Total
 For the six months ended 30 June 2025           Note  £'000    £'000    £'000    £'000    £'000
 Opening balance as at 1 January 2025                  1,891    231,834  125,050  6,667    365,442
 Profit and comprehensive income for the period        -        -        22,923   4,604    27,527
 Dividends paid                                  6     -        -        -        (6,147)  (6,147)
 Closing balance as at 30 June 2025                    1,891    231,834  147,973  5,124    386,822

 

                                                                Share
                                                       Share    premium  Capital  Revenue
                                                       capital  account  reserve  reserve  Total
 For the six months ended 30 June 2024           Note  £'000    £'000    £'000    £'000    £'000
 Opening balance as at 1 January 2024                  1,891    231,834  82,710   3,503    319,938
 Profit and comprehensive income for the period        -        -        19,268   2,962    22,230
 Dividends paid                                  6     -        -        -        (3,026)  (3,026)
 Closing balance as at 30 June 2024                    1,891    231,834  101,978  3,439    339,142

 

                                                              Share
                                                     Share    premium  Capital  Revenue
                                                     capital  account  reserve  reserve  Total
 Year ended 31 December 2024*                  Note  £'000    £'000    £'000    £'000    £'000
 Opening balance as at 1 January 2024                1,891    231,834  82,710   3,503    319,938
 Profit and comprehensive income for the year        -        -        42,340   6,190    48,530
 Dividends paid                                6     -        -        -        (3,026)  (3,026)
 Closing balance as at 31 December 2024              1,891    231,834  125,050  6,667    365,442

*       Audited

The revenue reserve and realised element of the capital reserve represents the
amount of the Company's retained and distributable reserves.

The notes form an integral part of these financial statements.

 

Condensed Unaudited Statement of Financial Position

As at 30 June 2025

                                                              As at    As at    As at
                                                              30 June  30 June  31 December
                                                              2025     2024     2024*
                                                        Note  £'000    £'000    £'000
 Non-current assets
 Investments held at fair value through profit or loss  3     381,613  319,232  345,593
 Current assets
 Cash and cash equivalents                                    8,079    21,580   19,889
 Trade and other receivables                                  1,264    2,677    1,270
                                                              9,343    24,257   21,159
                                                              390,956  343,489  366,752
 Current liabilities
 Purchases for future settlement                              (169)    (4,168)  (1,186)
 Other payables                                               (167)    (179)    (124)
 Non-current liabilities
 Loans payable                                                (3,798)  -        -
 Total liabilities                                            (4,134)  (4,347)  (1,310)
 Net assets                                                   386,822  339,142  365,442
 Equity
 Share capital                                          7     1,891    1,891    1,891
 Share premium                                                231,834  231,834  231,834
 Capital reserve                                              147,973  101,978  125,050
 Revenue reserve                                              5,124    3,439    6,667
 Total equity                                                 386,822  339,142  365,442
 Net asset value per Ordinary Share                     9     204.51p  179.31p  193.21p

*       Audited

Approved by the Board of Directors on 15 September 2025 and signed on their
behalf by:

Rosemary Morgan

Chairman

Nippon Active Value Fund plc is incorporated in England and Wales with
registration number 12275668.

The notes form an integral part of these financial statements.

 

Condensed Unaudited Statement of Cash Flows

For the six months ended 30 June 2025

                                                          For the     For the     For the

period to
period to
year ended
                                                          30 June     30 June     31 December
                                                          2025        2024        2024*
                                                    Note  £'000       £'000       £'000
 Operating activities cash flows
 Profit before finance costs and taxation                 28,149      22,683      49,443
 Adjustment for:
 Gains on investments                                     (23,969)    (20,363)    (46,508)
 Decrease/(increase) in receivables                       6           (18)        (177)
 Increase/(decrease) in payables                          43          (1)         (56)
 Tax withheld on overseas income                    5     (574)       (454)       (913)
 Net cash flow from/(used in) operating activities        3,655       1,847       1,789
 Investing activities cash flows
 Purchase of investments                                  (33,984)    (97,591)    (163,798)
 Sale of investments                                      20,916      98,093      162,667
 Capital distributions received                           -                       -
 Net cash flow used in investing activities               (13,068)    502         (1,131)
 Financing activities cash flow
 Dividends paid                                     6     (6,147)     (3,026)     (3,026)
 Bank loans drawn                                         4,957       -           -
 Bank loans repaid                                        (1,022)     -           -
 Loan interest and other charges paid                     (48)        -           -
 Effect of foreign exchange movement                      (137)       -           -
 Net cash flow from financing activities                  (2,397)     (3,026)     (3,026)
 Decrease in cash and cash equivalents                    (11,810)    (677)       (2,368)
 Cash and cash equivalents at start of period             19,889      22,257      22,257
 Cash and cash equivalents at end of period               8,079       21,580      19,889

*       Audited

The notes form an integral part of these financial statements.

 

Notes to the Condensed Unaudited Financial Statements

1. GENERAL INFORMATION

The Company is a closed-ended investment company incorporated on 22 October
2019 in England and Wales with registered number 12275668 and registered as an
investment company under Section 833 of Companies Act 2006, as amended from
time to time. On 21 February 2020, the Company's shares were admitted to the
Specialist Fund Segment of the Main Market of the London Stock Exchange. On
the same day, trading of the Ordinary Shares commenced on the London Stock
Exchange. On 11 October 2023, the Company's Ordinary Shares were admitted to
the Official List of the FCA and trading on the main market for listed
securities of the London Stock Exchange.

The investment objective of the Company is to provide Shareholders with
attractive long-term capital growth primarily through the active management of
a focused portfolio of quoted companies that have the majority of their
operations in, or revenue derived from, Japan, or a majority of whose
consolidated net assets are held in Japan, or that are included in the TOPIX,
and that have been identified by the Investment Adviser as being undervalued.

The principal activity of the Company is that of an investment trust company
within the meaning of section 1158 of the Corporation Tax Act 2010.

FundRock Management Company (Guernsey) Limited acts as the Company's
Alternative Investment Fund Manager (the "AIFM") for the purposes of the UK's
implementation of Directive 2011/61/EU of the European Parliament and of the
Council of 8 June 2011 on Alternative Investment Fund Managers, together with
Commission Delegated Regulation (EU) No. 231/2013 which forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018, and any transposing
legislation incorporating the same into UK law (including, but not limited to,
the UK Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773),
as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU
Exit) Regulations 2019), all as may be amended or supplemented from time to
time.

The Company's Investment Adviser is Rising Sun Management Limited.

NSM Funds (UK) Limited, the Company's appointed Administrator, (the
"Administrator") provides administrative and company secretarial services to
the Company under the terms of an administration agreement between the Company
and the Administrator.

The Company's registered office is 4th floor, 46-48 James Street, London W1U
1EZ.

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES

Statement of compliance

The Company's condensed unaudited half-yearly financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting and the
Disclosure Guidance and Transparency Rules ("DTRs") of the UK's Financial
Conduct Authority. When presentational guidance set out in the Statement of
Recommended Practice ("SORP") for Investment Companies issued by the
Association of Investment Companies ("AIC") in July 2022 is consistent with
the requirements of IFRS, the Directors have sought to prepare the financial
statements on a basis compliant with the recommendations of the SORP.

The financial statements were approved and authorised for issue by the Board
on 15 September 2025. This half-yearly report will be made available to the
public at the Company's registered office. It will also be made available on
the Company's website: www.nipponactivevaluefund.com

Going Concern

The Directors have adopted the going concern basis in preparing the financial
statements. The Board has a reasonable expectation that the Company has
adequate resources to continue in operational existence for at least the
following twelve-month period from the date of this report. The Directors do
not foresee any immediate material risk to the Company's investment portfolio,
however, a prolonged and deep market decline could lead to falling values in
the underlying business or interruptions to cash flow. Further details on the
Directors' considerations of Going Concern can be found in the Interim Report.

Use of estimates and judgements

The preparation of the financial statements and the manner in which they are
presented requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these
estimates. See below paragraph for judgement around determination of the
functional and presentation currency.

Estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future periods affected. There have been no
estimates, judgements or assumptions which have had a significant impact on
the financial statements for the year.

Basis of measurement

The financial statements have been prepared on the historical cost basis
except for financial instruments at fair value through profit or loss, which
are measured at fair value.

Functional and presentation currency

The financial statements are presented in sterling, which is the Company's
functional currency. The Company's investments are denominated in Japanese
yen. However, the Company's Shares are issued in sterling. In addition, a
substantial majority of the Company's expenses are paid in sterling. It is
also expected that the Company's dividend shall be declared and paid in
sterling. All financial information presented in sterling has been rounded to
the nearest thousand pounds.

The Company is required to identify its functional currency, being the
currency of the primary economic environment in which the Company operates.
The Board, having regard to the currency of the Company's share capital and
the predominant currency in which its Shareholders operate, has determined
that sterling is the functional currency. Sterling is also the currency in
which the financial statements are presented.

Accounting Policies

The accounting policies used by the Company in preparing these half-yearly
unaudited financial statements are the same as those applied by the Company in
its financial statements as at and for the year ended 31 December 2024.

3. INVESTMENT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

Investments held at fair value through profit or loss:

                                                  As at    As at    As at
                                                  30 June  30 June  31 December
                                                  2025     2024     2024
 Investment at fair value through profit or loss  £'000    £'000    £'000
 Listed on a recognised overseas exchange         378,656  319,232  345,593
 Unquoted investments                             2,957    -        -
 Total                                            381,613  319,232  345,593

Fair Value Measurements of Financial Assets and Financial Liabilities

The financial assets and liabilities are either carried at their fair value,
or the amount is a reasonable approximation of fair value (due from brokers,
dividends receivable, accrued income, due to brokers, expense accruals and
cash and cash equivalents).

Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the Fair Value measurement of the
relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs
including quoted prices.

Level 3 - valued by reference to valuation techniques using inputs that are
not based on observable market data.

The table below sets out fair value measurements using the Fair Value
Hierarchy.

                     Level 1  Level 2  Level 3  Total
 As at 30 June 2025  £'000    £'000    £'000    £'000
 Assets:
 Equity investments  375,699  -        2,957    378,656
 Total               375,699  -        2,957    378,656

 

                     Level 1  Level 2  Level 3  Total
 As at 30 June 2024  £'000    £'000    £'000    £'000
 Assets:
 Equity investments  319,232  -        -        319,232
 Total               319,232  -        -        319,232

 

                         Level 1  Level 2  Level 3  Total
 As at 31 December 2024  £'000    £'000    £'000    £'000
 Assets:
 Equity investments      344,150  -        1,443    345,593
 Total                   344,150  -        1,443    345,593

The movement on the Level 3 unquoted investments during the year is shown
below:

                                           As at    As at    As at
                                           30 June  30 June  31 December
                                           2025     2024     2024
                                           £'000    £'000    £'000
 Opening balance                           1,443    -        -
 Additions during the year                 1,553    -        1,443
 Disposals during the year                 -        -        -
 Unrealised gains/(losses) on investments  (39)     -        -
 Total                                     2,957    -        1,443

There were no transfers between the levels during the period (30 June 2024:
none; 31 December 2024: none).

4. INCOME

                           For the     For the     For the

period to
period to
year ended
                           30 June     30 June     31 December
                           2025        2024        2024
                           £'000       £'000       £'000
 Income from investments:
 Overseas dividends        6,180       4,541       9,125
 Other income:
 Bank interest income      1           5           7
 Total income              6,181       4,546       9,132

5. TAXATION

Analysis of tax charge in the period:

                                  For the period to         For the period to         For the year ended

30 June 2025
30 June 2024
31 December 2024
                                  Revenue  Capital  Total   Revenue  Capital  Total   Revenue  Capital  Total
                                  £'000    £'000    £'000   £'000    £'000    £'000   £'000    £'000    £'000
 Overseas withholding tax         574      -        574     454      -        454     913      -        913
 Total tax charge for the period  574      -        574     454      -        454     913      -        913

6. DIVIDEND

Dividends paid during the year

The Company does not have a specific dividend policy. Any distributions will
be made at the discretion of the Board, taking into consideration the
requirement to ensure the Company continues to be approved as an investment
trust in accordance with s1158 and 1159 of the Corporation Tax Act 2010. The
Board has not declared a dividend for the half year ended 30 June 2025 (2024:
Nil).

Dividends paid during the respective periods are detailed in the below table:

                                      For the period to     For the period to     For the year ended

30 June 2025
30 June 2024
31 December 2024*
                                      Pence per  £'000      Pence per  £'000      Pence per   £'000

                                      Share                 Share                 Share
 Interim dividend - paid 23 May 2025  3.25       6,147      -          -          -           -
 Interim dividend - paid 24 May 2024  -          -          1.6        3,026      1.6         3,026
 Total                                3.25       6,147      1.6        3,026      1.6         3,026

*       Audited

7. SHARE CAPITAL

Share capital represents the nominal value of shares that have been issued.
The share premium includes any premiums received on issue of share capital.
Any transaction costs associated with the issuing of shares are deducted from
share premium.

                                                        For the period to         For the period to         For the period to

30 June 2025
30 June 2024
31 December 2024
                                                        No. of shares  £'000      No. of shares  £'000      No. of shares  £'000
 Allotted, issued and fully paid:
 Opening balance                                        189,141,704    1,891      189,141,704    1,891      189,141,704    1,891
 Ordinary Shares of 1p each ("Ordinary Shares") issued  -              -          -              -          -              -
 Total                                                  189,141,704    1,891      189,141,704    1,891      189,141,704    1,891

There were no share issues or buybacks during the period to 30 June 2025
(2024: nil).

Since the period end, the Company has issued 1,513,282 Ordinary shares for
aggregate gross proceeds of £3,347,500.

Rights attaching to the Ordinary Shares

Dividend rights: All Ordinary Shares are entitled to a distribution of
dividends, in the event that the Directors resolve to make such a distribution
to Shareholders, in the same proportions as capital is attributable to them.

Rights as respect to capital: On a winding-up or a return of capital, in the
event that the Directors resolve to make a distribution to Shareholders, all
Ordinary Shares are entitled to a distribution of capital in the same
proportions as capital is attributable to them.

Voting rights: Every Shareholder shall have one vote for each Ordinary Share
held.

8. EARNINGS PER ORDINARY SHARE

Total return per Ordinary Share is based on the return on ordinary activities,
including income, for the period after taxation of £27,527,000 (30 June 2024:
profit £22,229,000 and 31 December 2024: profit £48,530,000).

Based on the weighted average number of Ordinary Shares in issue for the
period to 30 June 2025 of 189,141,704 (30 June 2024: 189,141,704 and 31
December 2024: 189,141,704), the returns per share were as follows:

                                        For the period to         For the period to         For the year ended

30 June 2025
30 June 2024
31 December 2024
                                        Revenue  Capital  Total   Revenue  Capital  Total   Revenue  Capital  Total
 (Loss)/Profit for the period (£'000)   4,604    22,923   27,527  2,962    19,267   22,229  6,190    42,340   48,530
 Return per Ordinary Share              2.43p    12.12p   14.55p  1.57p    10.19p   11.76p  3.27p    22.39p   25.66p

The Company does not have any dilutive securities, therefore basic and diluted
earnings per share are the same.

9. NET ASSET VALUE PER SHARE

Total equity and the NAV per share attributable to the Ordinary Shareholders
at the period end calculated in accordance with the Articles of Association
were as follows:

                           As at        As at        As at
                           30 June      30 June      31 December
                           2025         2024         2024
 Net Asset Value (£)       386,822,000  339,142,000  365,442,000
 Ordinary Shares in issue  189,141,704  189,141,704  189,141,704
 NAV per Ordinary Share    204.51p      179.31p      193.21p

10. RELATED PARTY TRANSACTIONS

Transactions with the Investment Adviser

Total Investment Adviser and AIFM fees for the period to 30 June 2025 are
shown in the Statement of Comprehensive Income. As at 30 June 2025, £11,000
of AIFM fees were outstanding.

A key member of the RSM team is a major shareholder of Rosenwald Capital
Management, Inc. As at 30 June 2025, Rosenwald Capital Management, Inc. had
notified the Company of its shareholding which remains unchanged as disclosed
in the 2024 Annual Report.

Directors' fees and shareholdings

Directors' fees are payable at the rate of £31,700 per annum for each
Director other than the Chair, who is entitled to receive £47,000 and the
Chair of the Audit Committee who was entitled to an additional fee of £6,300
per annum.

The Directors had the following shareholdings in the Company, all of which
were beneficially owned.

                  As at    As at    As at
                  30 June  30 June  31 December
                  2025     2024     2024
 Rosemary Morgan  41,450   41,450   41,450
 Chetan Ghosh     40,000   40,000   40,000
 Rachel Hill      115,791  115,791  115,791
 Alicia Ogawa     25,000   25,000   25,000
 Ayako Weissman   50,000   50,000   50,000
 Claire Boyle     nil      nil      nil

11. PRINCIPAL RISKS AND CAPITAL MANAGEMENT

Risk management policies and procedures

As an investment trust the Company invests in equities for the long-term in
order to achieve its investment objective stated in the Interim Report. In
pursuing its investment objective, the Company is exposed to a variety of
risks that could result in either a reduction in the Company's net assets or a
reduction of the profits available for dividends.

These risks, include market risk (comprising currency risk, interest rate
risk, and other price risk), liquidity risk, credit risk, and the Directors'
objectives, policies and processes for managing the risks and the methods used
to measure the risks, are set out below.

Market Risk

Economic conditions

Changes in economic conditions in Japan (for example, interest rates and rates
of inflation, industry conditions, competition, political and diplomatic
events and other factors) and in the countries in which the Company's investee
companies operate, could substantially and adversely affect the Company's
prospects.

Sectoral diversification

The Company is not subject to restrictions on the amount it may invest in any
particular sector. Although the portfolio is expected to be diversified in
terms of sector exposures, the Company may have significant exposure to
portfolio companies from certain sectors from time to time. As there is no
hard limit on the amount the Company may invest in any sector, the entire
Portfolio may, at certain times, be invested solely in one sector. Greater
concentration of investments in any one sector may result in greater
volatility in the value of the Company's investments and consequently its NAV
and may materially and adversely affect the performance of the Company and
returns to Shareholders.

Management of market risks

The Company is invested in a diversified portfolio of investments.

The Board will not set any limits on sector weightings or stock selection
within the portfolio. The Board will apply the following restrictions on the
size of its investments:

·      not more than 20 per cent. of the Gross Asset Value at the time
of investment will be invested in the securities of a single issuer; and

·      the value of the four largest investments at the time of
investment will not constitute more than 75 per cent. of the Gross Asset
Value.

(a) Currency risks

The majority of the Company's assets will be denominated in a currency other
than sterling (predominantly in Japanese yen) and changes in the exchange rate
between sterling and Japanese yen may lead to a depreciation of the value of
the Company's assets as expressed in sterling and may reduce the returns to
the Company from its investments and, therefore, negatively impact the level
of dividends paid to Shareholders.

Management of currency risks

The Company does not currently intend to enter into any arrangements to hedge
its underlying currency exposure to investment denominated in Japanese yen,
although the Investment Adviser and the Board may review this from time to
time.

(b) Interest rate risks

The Company is exposed to interest rate risk specifically through its cash
holdings. Interest rate movements may affect the level of income receivable
from any cash at bank and on deposits. The effect of interest rate changes on
the earnings of the companies held within the portfolio may have a significant
impact on the valuation of the Company's investments.

Management of interest rate risks

Prevailing interest rates are taken into account when deciding on borrowings.

(c) Price risks

Price risk includes changes in market prices, other than those arising from
interest rate risk or currency risk, which may affect the value of equity
investments.

Management of price risk

The Company's Investment Adviser has responsibility for monitoring the
portfolio, which is selected in accordance with the Company's investment
objective and seeks to ensure that individual stocks meet an acceptable
risk/reward profile.

(d) Liquidity risks

The securities of small-to-medium-sized (by market capitalisation) companies
may have a more limited secondary market than the securities of larger
companies. Accordingly, it may be more difficult to effect sales of such
securities at an advantageous time or without a substantial drop in price than
securities of a company with a large market capitalisation and broad trading
market. In addition, securities of small-to-medium-sized companies may have
greater price volatility as they can be more vulnerable to adverse market
factors such as unfavourable economic reports.

Management of liquidity risks

The Company's Investment Adviser monitors the liquidity of the Company's
portfolio on a regular basis.

Liquidity risk is minimised by holding sufficient liquid investments which can
be readily realised to meet liquidity demands. The Company's liquidity risk is
managed on a daily basis by the Investment Adviser in accordance with
established policies and procedures in place. Liquidity risk is not
significant as the majority of the Company's assets are investments in quoted
equities that are expected to be readily realisable under normal conditions.

(e) Credit risks

Cash and other assets held by the custodian

Cash and other assets that are required to be held in custody will be held by
the custodian or its sub-custodians. Cash and other assets may not be treated
as segregated assets and will therefore not be segregated from any custodian's
own assets in the event of the insolvency of a custodian.

Cash held with any custodian will not be treated as client money subject to
the rules of the FCA and may be used by a custodian in the course of its own
business. The Company will therefore be subject to the creditworthiness of its
custodians. In the event of the insolvency of a custodian, the Company will
rank as a general creditor in relation thereto and may not be able to recover
such cash in full, or at all.

Management of credit risks

The Company has appointed The Northern Trust Company as its custodian. The
credit rating of Northern Trust was reviewed at the time of appointment and is
reviewed on a regular basis by the Investment Adviser and/or the Board.

The Investment Adviser monitors the Company's exposure to its counterparties
on a regular basis, and the position is reviewed by the Directors at Board
meetings.

12. POST PERIOD-END EVENTS

Other than those included in these Financial Statements, there have been no
significant events since the period end which would require revision of the
figures or disclosure in the Financial Statements.

 

13. STATUS OF THIS REPORT

These interim financial statements are not the Company's statutory accounts
for the purposes of section 434 of the Companies Act 2006. They are unaudited.
The unaudited half-yearly report will be made available to the public at the
registered office of the Company. The report will also be available in
electronic format on the Company's website. The information for the year ended
31 December 2024 has been extracted from the last published audited financial
statements, unless otherwise stated. The audited financial statements have
been delivered to the Registrar of Companies. The Company's Auditor reported
on those accounts, and their report was unqualified, did not draw attention to
any matters by way of emphasis and did not contain a statement under sections
498(2) or 498(3) of the Companies Act 2006. The half-yearly report was
approved by the Board of Directors on 15 September 2025.

 

 

Contact information:

 

Brian Smith/Ciara McKillop 020 3327 9720

 

NSM Funds (UK) Limited

 

The half-yearly report will be submitted to the National Storage Mechanism and
will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

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