REG - Odyssean Inv. Trust - Half-year Financial Report
01/12/2025 07:02
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RNS Number : 5352J Odyssean Investment Trust PLC 01 December 2025
LEI: 213800RWVAQJKXYHSZ74
ODYSSEAN INVESTMENT TRUST PLC (
the "Company" or "OIT")
Half Yearly Report
for the six months ended 30 September 2025
Odyssean Investment Trust plc hereby submits its Half-Yearly Report for the
six months ended 30 September 2025 as required by the Financial Conduct
Authority's Disclosure Guidance and Transparency Rule 4.2.
The Half-Yearly Report is being published in hard copy format and a copy has
been submitted to the National Storage Mechanism and it will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
web pages at www.oitplc.com (http://www.oitplc.com) .
Enquiries:
NSM Funds (UK) Limited
mailto:oit@nsm.group (mailto:oit@nsm.group)
Odyssean exceeded the broader smaller company market in another volatile
period
Financial Summary
30 September 2025 31 March 2025 Change
Shareholders' funds £224.1m £183.5m 22.1%
NAV per share 167.3p 137.9p 21.3%
Share price per share 157.5p 134.5p 17.1%
Share price premium to NAV per share# (5.9)% (2.5)%
Ongoing charges# 1.50% 1.47%
# Alternative Performance Measure ("APM")
Past performance is not a guide to future performance
Highlights
· Over the period, the net asset value per share ('NAV per share') of
your Company rose by 21.3 % in another volatile period, pleasingly exceeding
the broader smaller company market
· Since the period end, the Company's share price has moved back to a
premium to NAV and has issued 0.5m shares as at the date of publication of
this Half Yearly Report
· Equity markets staged a strong recovery from late April until the end
of June, driven by a realisation that the tariffs would not impact many
companies that severely, and that there would likely be winners as well as
losers. The actions of the US government challenged the US equity
exceptionalism narrative which has pervaded quoted equity markets for many
years, driven by the returns delivered especially by the large US tech
companies
· Despite weak retail flows into UK open ended funds, UK equity markets
performed well as international investors began reallocating capital to the
UK, as one of the most attractively valued developed equity markets
· With UK economic growth seemingly propped up by ever increasing
public spending, and concerns regarding November's budget causing uncertainty,
more interest was seen in UK companies offering overseas exposure
· The Company's shares ended the period trading at 5.9% discount to the
NAV. The Board, together with input from the Portfolio Manager and the
Corporate Broker, monitors the discount closely and remains willing to take
steps to narrow the discount when it is appropriate and able to do so
· The Portfolio Manager has been anticipating a step up in takeover
activity amongst portfolio companies for some time and has been diligently
working to create a pipeline of new investments which can also be executed
given the patchy liquidity of quoted smaller companies.
Linda Wilding
Chair of Odyssean Investment Trust (OIT)
"The Board shares the Portfolio Manager's view that the prospects for
sustainable growth in the Company's NAV per share in 2026 will be driven by
factors exogenous to the conditions of the UK economy. A significant portion
of the portfolio (NCC and Spire) is currently effectively going through
publicly announced sales processes. Whilst any outcome is uncertain, a
disposal of one or both of these names in the next six months at a material
uplift to current value is quite likely.
"The improvement in NAV per share performance through more supportive market
conditions and positive portfolio news has pleasingly led to a material
increase in NAV, which ended the period at £224m. At the time of writing,
continued positive performance since the end of the period has led to the NAV
reaching an all time high.
"With UK economic growth seemingly propped up by ever increasing public
spending, and concerns regarding November's budget causing uncertainty, more
interest was seen in UK companies offering overseas exposure. This backdrop,
allied with positive news flow from portfolio companies, led to strong
absolute performance by the Company. It seems that the investment community
has started to reward improvements made by portfolio companies over recent
years.
"Absent a significant negative external shock, it appears that progression of
the Company's NAV per share will fare better in the next year than it has done
for some time. We continue to be grateful to the ongoing support and patience
of shareholders during what has been a difficult period and look forward to
what will hopefully be more fruitful and calmer periods in the next year or
two."
Stuart Widdowson
Fund Manager of Odyssean Investment Trust (OIT)
"The six months to September 2025 was a relatively quiet period for changes in
holdings in the portfolio. In total c.£15.4m was invested across the period.
The majority went into further investments into existing positions notably XP
Power, Dialight, and Xaar where share price weakness early in the period was
used as opportunities to add to our holdings. In addition, two smaller weight
positions were initiated (both outside the top 10 and not disclosed) where
there is scope to grow our holding over time as liquidity allows.
"UK equity markets delivered a positive outcome for the period. The FTSE All
Share, FTSE 250, FTSE Small Cap and AIM indices all recorded solid gains,
reflecting both improving global risk appetite and a tentative return of
confidence in UK listed companies
"We continue to see good upside over the medium term as strategic and
operational transformations taking place at portfolio companies start to be
delivered, eventually emerging in improved financial results and then be
recognised by the investment community.
"Good progress has been made at Dialight and Elementis, which has been
rewarded by positive reactions in their share prices. We are hopeful that
progress at other portfolio companies will become more evident as we move
through the rest of 2025 and into 2026
Press Enquiries
Stuart Widdowson, Odyssean Capital 07710 031620
Neil Langford, Winterflood Securities (Corporate Broker) 020 3100 0160
Sarah Gibbons-Cook/Robbie Lawther/McKinley (Mac) Sadler, Quill PR (Media 07702 412680/
Agency)
07402 896854/
07507 790156
OIT@quillpr.com (mailto:OIT@quillpr.com)
About Odyssean Investment Trust PLC
Odyssean Investment Trust PLC (https://www.oitplc.com/) 'OIT' is a
closed-ended investment trust that seeks to deliver attractive returns to
its clients by investing in quality businesses and supporting them to deliver
superior returns. To achieve this the Board has appointed Odyssean Capital
LLP to manage the portfolio. OIT will remain a Small Registered UK AIFM, with
NSM Funds (UK) Ltd. providing risk management support to the Board.
OIT invests in a concentrated portfolio of well-researched smaller companies,
typically too small for inclusion in the FTSE 250. Constructive corporate
engagement is a key part of the Portfolio Manager's approach, drawing on the
investment team's lengthy and successful track record in this area. OIT has
recently introduced formal ethical and sustainable investment restrictions,
which augment our approach to engagement.
Investment Objective
The investment objective of the Company is to achieve attractive total returns
per share principally through capital growth over a long term period.
Investment Policy
The Company primarily invests in smaller company equities quoted on markets
operated by the London Stock Exchange, where the Portfolio Manager believes
the securities are trading below intrinsic value and where this value can be
increased through strategic, operational, management and/or financial
initiatives. Where the Company owns an influencing stake, it will engage with
other stakeholders to help improve value. The Company may, at times, invest in
securities quoted on other recognised exchanges and/or unquoted securities.
It is expected that the majority of the Portfolio by value will be invested in
companies too small to be considered for inclusion in the FTSE 250 Index,
although there are no specific restrictions on the market capitalisation of
issuers into which the Company may invest.
The portfolio will typically consist of up to 25 holdings, with the top 10
holdings accounting for the majority of the Company's aggregate Net Asset
Value ("NAV") across a range of industries. The Company will adhere to an
exclusion-based investment approach to avoid investment in companies involved
in activities the Company deems unethical and/or unsustainable.
The Company may hold cash in the Portfolio from time to time to maintain
investment flexibility. There is no limit on the amount of cash which may be
held by the Company from time to time.
Investment restrictions
- No exposure to any investee company will exceed 15 per cent. of Net
Asset Value at the time of investment.
- The Company may invest up to 20 per cent. of Gross Assets at the time
of investment in unquoted securities where the issuer has its principal place
of business in the UK.
- The Company may invest up to 20 per cent. of Gross Assets at the time
of investment in quoted securities not traded on the London Stock Exchange.
- The Company will not invest more than 10 per cent., in aggregate, of
Gross Assets at the time of investment in other listed closed-end investment
funds.
Ethical and sustainability investment restrictions
The Company will not invest(1) in companies which derive any revenue from, or
are engaged in:
- the production or direct distribution of pornography;
- the manufacture, production or retail of controversial weapons(2)
(e.g. chemical, biological or nuclear weapons, cluster munitions, landmines),
civilian firearms and ammunition;
- the manufacture of alcohol and tobacco products;
- the ownership or operation of gambling facilities;
- sub-prime and/or predatory lending;
- oil and gas production (both conventional and unconventional,
including shale oil and gas, coal seam gas, coal bed methane, thermal coal,
tar sands, Arctic onshore/ offshore deep water, shallow water and other
onshore/ offshore) and includes extraction and refining;
- animal experimentation or animal testing, (a) where there is a proven
alternative and/or where testing is not mandated by regulation; or (b) where
there is no proven alternative and/ or the experimentation or testing is
mandated by regulation, but where the investee company is not adhering to the
"three Rs" ethics of Replacement, Reduction and Refinement.
The Company will not invest more than 10 per cent., in aggregate, of Gross
Assets at the time of investment in companies involved in distributing,
licensing, retailing or supplying tobacco and/or alcohol beverage products.
1 'The Company will base its analysis of an investee company's
revenues and activities on publicly available information, and will exclude
revenues and activities that are considered to be de-minimis, being those that
represent less than 1% of the investee company's revenue.
2 Controversial weapons are those that have an indiscriminate and
disproportional humanitarian impact on civilian populations, the effects of
which can be felt long after military conflicts have ended.
Borrowings
As a Small Registered AIFM, the Company may not employ borrowings.
Derivatives and Hedging
The Company will not use derivatives for investment purposes. It is expected
that the Company's assets will be predominantly denominated in Sterling and,
as such, the Company does not intend to engage in hedging arrangements,
however, the Company may do so if the Board deems it appropriate for efficient
portfolio management purposes.
General
The Company will not be required to dispose of any asset or to rebalance the
Portfolio as a result of a change in the respective valuations of its assets.
The Company intends to conduct its affairs so as to qualify as an investment
trust for the purposes of section 1158 of the CTA 2010.
Any material change to the Company's investment policy set out above will
require the approval of Shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Non-material changes to the investment policy may be approved by the Board.
Financial Summary
Company performance As at As at Change
30 September
31 March
2025
2025
Shareholders' funds £224.1m £183.5m 22.1%
NAV per share 167.3p 137.9p 21.3%
Share price per share 157.5p 134.5p 17.1%
Share price premium to NAV per share# (5.9)% (2.5)%
Six months to Year to
30 September
2025 31 March
2025
Revenue return per share (0.2)p (0.4)p
Capital return per share 29.7p (17.8)p
Total return per share 29.5p (18.2)p
NAV total return per share# 21.3% (10.7)%
DNSC ex IC plus AIM Total Return Index* 16.9% (0.4)%
Cost of running the Company Six months to Year to
30 September 31 March
2025
2025
Ongoing charges# 1.50% 1.47%
* Used by the Company as comparator, not a Benchmark. Source:
Bloomberg.
# Alternative Performance Measure ("APM").
Past performance is not a guide to future performance.
Chairman's Statement
Introduction
I am pleased to present the Interim Report and Financial statements for
Odyssean Investment Trust PLC ("OIT" or the "Company") covering the period
from 1 April 2025 to 30 September 2025.
Performance
Over the period, the net asset value per share ('NAV per share') of your
Company rose by 21.3 % in another volatile period, pleasingly exceeding the
broader smaller company market. The DNSCI & AIM Index, which is used by
the Board and the Portfolio Manager as a comparator and not a benchmark, rose
by 16.9%.
The period began with market turmoil in anticipation of "Liberation Day" where
the President of the USA laid out his plans for import-related tariffs on
goods flowing to the USA. This led to considerable market volatility,
initially focused on stocks which the investment community believed might be
impacted. However, on the tough trading days of 3rd and 7th April, there was
contagion across the market with the share prices of companies not impacted by
tariffs also heavily sold off.
Equity markets staged a strong recovery from late April until the end of June,
driven by a realisation that the tariffs would not impact many companies that
severely, and also that there would likely be winners as well as losers. The
actions of the US government challenged the US equity exceptionalism narrative
which has pervaded quoted equity markets for many years, driven by the returns
delivered especially by the large US tech companies. Despite weak retail flows
into UK open ended funds, UK equity markets performed well as international
investors began reallocating capital to the UK, as one of the most
attractively valued developed equity markets.
With UK economic growth seemingly propped up by ever increasing public
spending, and concerns regarding November's budget causing uncertainty, more
interest was seen in UK companies offering overseas exposure.
This backdrop, allied with positive newsflow from portfolio companies, led to
strong absolute performance by the Company . It seems that the investment
community has started to reward improvements made by portfolio companies over
recent years.
With the step up in the Portfolio Manager's corporate engagement efforts with
portfolio companies it is pleasing to see positive news and the share prices
of many portfolio companies return to positive territory. The Board shares the
Portfolio Manager's view that there is still more positive performance to
come.
Discount and premium management
The share price has slightly lagged the growth of the NAV per share over the
period, widening as the period progressed. The Company's shares ended the
period trading at 5.9% discount to the NAV. The Board, together with input
from the Portfolio Manager and the Corporate Broker, monitors the discount
closely and remains willing to take steps to narrow the discount when it is
appropriate and able to do so.
An important discount control mechanism remains the periodic tender offer,
offered to shareholders every seventh year post IPO. The first tender offer
was completed in June 2024. In addition, where the Company exits an investment
as a result of a corporate action, the Directors intend to make available not
less than 50 per cent. of the realised gains from such investment for the
purposes of Ordinary Share repurchases, if the Ordinary Shares have traded at
an average discount of wider than 5 per cent. for a period of 60 days prior to
such exit. At the time of this report, £1.1m of capital is available for this
purpose.
The Company issued a total of 0.9m shares at a premium to NAV over the period,
which meant that there was no dilution to existing shareholders. Since the
period end, the Company's share price has moved back to a premium to NAV. At
the date of the publication of this Half Year Report, the Company has issued a
further 0.5m shares post the period end.
Dividend
The Directors expect that returns for shareholders will be driven primarily by
capital growth of the shares rather than dividend income.
Growth of the company
The improvement in NAV per share performance through more supportive market
conditions and positive portfolio news has pleasingly led to a material
increase in NAV, which ended the period at £224m. At the time of writing,
continued positive performance since the end of the period has led to the NAV
reaching an all time high.
The Board and the Portfolio Manager's primary objective remains growing the
NAV per share over the long term. However, they are both aware that there are
benefits of the Company continuing to grow its absolute NAV through share
issuance where this is not dilutive to existing shareholders. The benefits
include, but are not limited to: spreading the fixed costs of the Company
across a larger share base; improving liquidity by adding new shareholders and
diversifying the shareholder base; an increased absolute size of the Company
may prove attractive to institutional and wealth manager investors who are
prohibited in investing in smaller closed ended investment companies below
£300m market capitalisation.
That said, the Board and the Portfolio Manager agree that the investment
strategy is not infinitely scalable. However, both parties agree that there
appears to be considerable room for the Company to grow before returns from
our investment strategy risk dilution. The expanded investment team has
capacity to invest in, monitor and engage with a larger number of portfolio
companies.
Outlook
The Board shares the Portfolio Manager's view that the prospects for
sustainable growth in the Company's NAV per share in 2026 will be driven by
factors exogenous to the conditions of the UK economy. This is due to three
key reasons.
Firstly, M&A. A significant portion of the portfolio (NCC and Spire) is
currently effectively going through publicly announced sales processes. Whilst
any outcome is uncertain, a disposal of one or both of these names in the next
six months at a material uplift to current value is quite likely. The Board
also shares the Portfolio Manager's view that other portfolio companies are
vulnerable to M&A approaches given improving end markets have not been
matched by step ups in share prices.
Secondly, the potential for self-help to drive returns. A number of portfolio
investments have been undergoing management-driven transformation initiatives
over the last few years, in a number of cases catalysed by actions supported
or initiated by the Portfolio Manager. For the past 12 months significant
positive transformation appears to have taken place, but, with the exception
of Dialight, little credit has been given to this positive change by the
investment community. A re-assessment of the merits of investing in these
companies could lead to sharp share price moments, given that selling has
largely been exhausted. Moreover, the Portfolio Manager continues to seek out
further opportunities to support portfolio companies with existing and
potentially new initiatives to improve shareholder returns sustainably.
Thirdly and finally, the portfolio weighting towards companies deriving around
80% of their revenues from outside of the UK makes their prospects independent
to that of the UK economy.
In the event of a weakening of Sterling, flat or declining share prices would
leave these assets trading at even larger discounts to their international
peers than they are likely to be today. Were this to happen, its likely that
M&A activity for the portfolio would increase again.
The Portfolio Manager has been anticipating a step up in takeover activity
amongst portfolio companies for some time, and has been diligently working to
create a pipeline of new investments which can also be executed given the
patchy liquidity of quoted smaller companies.
Although there has been some discount volatility during the most recent period
of uncertainty leading to the budget, the Portfolio Manager and Cadarn have
worked hard to continue to communicate effectively to existing and potential
new shareholders, which has led to the discount which appeared over the
summer, closing and allowing the Company to issue shares at a premium again.
Absent a significant negative external shock, it appears that progression of
the Company's NAV per share will fair better in the next year than it has done
for some time.
We continue to be grateful to the ongoing support and patience of shareholders
during what has been a difficult period and look forward to what will
hopefully be more fruitful and calmer periods in the next year or two.
Linda Wilding
Chairman
28 November 2025
Portfolio Manager's Report
Progress and performance in the period
The six months to 30 September 2025 were characterised by markedly contrasting
phases for equity investors. The period began with heightened volatility
following the US administration's announcement of sweeping import tariffs.
Markets reacted sharply to the so called "Liberation Day" policy, prompting a
broad-based sell off as investors reduced risk exposure. The speed and
indiscriminate nature of this correction was evident across global indices,
with valuations in many areas-particularly within our portfolio-falling to
levels not seen since the depths of the Global Financial Crisis. In our view,
this represented an extreme point of investor pessimism, rather than a
reflection of underlying fundamentals.
Thereafter followed a couple of months of sharp recovery, and a period of
consolidation over the summer as markets reassessed the implications of
tariffs and concluded that their economic impact would be more moderate than
originally feared. Global growth indicators remained resilient, and corporate
earnings updates were broadly in line with forecasts.
Towards the end of the period, UK equity sentiment again softened, influenced
by expectations of another potentially tough, tax raising UK autumn budget and
renewed political uncertainty. Domestic concerns continued to weigh on
investor confidence, with data from the Investment Association showing that UK
equity funds experienced further outflows-continuing a trend that has been
ongoing since 2016. Encouragingly, this domestic weakness has been partially
offset by increased international interest, as some global investors appear to
be rotating capital out of a fully valued US market into European and UK
equities. At the beginning of the period, UK companies with overseas earnings
exposure were shunned. However, this position seemed to reverse towards the
end of the period, with the market seeing that tariff concerns were overblown,
but the prospects for domestically exposed businesses were looking less
strong. The latter appears to have been driven by increased uncertainty
leading up the November's budget. This shift has generally been positive for
the Company's portfolio. Although the overwhelming majority of portfolio
companies are listed in the UK, in aggregate they drive only c.20% of their
revenues from the UK. This compares with 55-60% of aggregate revenues
generated by UK Small and Mid Cap companies.
Overall, UK equity markets delivered a positive outcome for the period. The
FTSE All Share, FTSE 250, FTSE Small Cap and AIM indices all recorded solid
gains, reflecting both improving global risk appetite and, perhaps, a
tentative return of confidence in UK listed companies.
The Company's NAV per share rose 21.3% in the period, exceeding the 16.9% rise
in the DNSCI & AIM index, which we use as a comparator not a benchmark.
The top three positive contributors to performance through the period were
Dialight, Elementis and XP Power.
Dialight's shares rose c.98% through the period as the investment community
recognised the progress that the new management team is making towards driving
the business to perform to its full potential. The company's small free float,
and the correspondingly low liquidity, which exacerbated the negative share
price performance in prior periods, started to work in favour of investors as
sentiment changed. Trading updates showed performance ahead of expectations
with the group making good progress on operational improvement with cost
saving projects, SKU reductions, improved pricing and inventory reduction all
being delivered. The continued progress gave management the confidence to
confirm their 3-5 year target of the group delivering EBITA margins of 11-13%
(vs.c.2-3% in the year to March 25). Despite the strong run in shares, we
continue to see significant upside as the self-help program delivers margin
improvement and also scope for the business to return to growth, in a market
which the management team believes should grow at 6-7% per annum. We note the
group continues to trade at sub 1x EV/sales, which is lower than its potential
strategic value.
Elementis shares delivered a return of c. 29% through the period on the back
of broadly positive trading updates and two key operational updates. Firstly,
in May the group announced the disposal of its Talc division for a headline
value of c.$121m, alongside c$50m being returned to shareholders via a share
buyback. This transaction enabled the group to exit its lowest quality
business. It had been a drag on performance and in our opinion, a possible
'poison pill' in the eyes of many possible acquirors. Importantly, the terms
of the sale leave Elementis free of any potential future liabilities related
to that business.
The second key update during the period was a change of CEO, with internal
candidate Luc van Ravenstein taking up the role. He has quickly set out his
new vision for the group, with EBIT margin targets increased to 23%+ supported
by an identified $10m of cost savings, a clearer growth strategy focused on
leveraging the groups unique hectorite mineral assets, scope for improving
innovation as well as an enhanced focus on achieving operational excellence.
Although we have been invested in Elementis since 2020, and have enjoyed
strong returns through this period, we believe that management can lead the
business to generate further superior returns over the medium term.
XP Power's shares entered the period with sentiment being knocked by concerns
on trading and the potential incremental impact from tariffs. In late April
the company's trading update saw the book to bill ratio recover above 1 for
the first time since 2022, a lead indicator for better times ahead. Improving
order trends were seen across all the group's end markets. While end markets
have been tough management has focused on controlling the controllables and
have worked hard to manage costs and maintain gross margins at over 40%
despite a material decline in revenues from peak levels. We think the market
continues to overlook both the quality of XP Power; the good work done by
management through the recent slowdown and the recovery potential in sales,
gross margin and earnings as end markets recover from their highly depressed
levels. The company's shares continue to trade at a substantial discount to
the level of the hostile approach from an industry peer last year.
Only one portfolio company contributed more than 25bps of negative performance
- Auction Technology Group ("ATG").
Following a solid H1 update in May, ATG surprised the market in August
announcing a relatively highly priced acquisition while simultaneously
downgrading its outlook for full year margins driven by product mix. Following
a history of recent communication miss-steps, this unexpected update was taken
poorly by the market and shares declined materially. Fortunately, we had
reduced the holding by half during the first six months of 2025, which
mitigated this impact on the Company's NAV. Notwithstanding niggles in short
term performance and communication, we continue to believe that ATG's business
model is attractive and whilst end markets remain subdued, the company has
multiple levers to drive growth through further monetising the transactions it
facilitates through up selling of additional services including payments,
shipping and marketing. The current rating of the shares is depressed and does
not reflect the long term growth or strategic value of the business.
The portfolio was on average 99% invested across the period. Net cash began
the period at 0.3% and ended the period at 1.3%. The portfolio consisted of 16
holdings as at the end of September 2025.
Portfolio development
The six months to 30 September 2025 was a relatively quiet period for changes
in holdings in the portfolio.
In total c.£15.4m was invested across the period. The majority went into
further investments into existing positions - notably XP Power, Dialight, and
Xaar - where share price weakness early in the period was used as
opportunities to add to our holdings. In addition, two smaller weight
positions were initiated (both outside the top 10 and not disclosed) where
there is scope to grow our holding over time as liquidity allows.
Through the period we realised a total of c.£18.6m from sales. Two small
positions were fully exited raising £10.5m, where we either took advantage of
rare liquidity or chose to re-invest elsewhere where we perceived there to be
superior risk/reward opportunities.
Stuart Widdowson & Ed Wielechowski
Fund Managers
28 November 2025
Portfolio detail
At the end of the period under review, the portfolio comprised 16 companies.
During the period, two new positions were initiated, both outside of the top
10, with scope for future growth. Two smaller positions were fully exited.
Key updates through the period for the largest ten positions (accounting for
87% of net asset value) are detailed below:
NCC Group
% NAV: 13%
Sector: TMT
Leading independent provider of software escrow services and cyber security
consulting provided through the Assurance division.
The key news items from NCC through the period were around corporate activity.
Firstly, in April the group confirmed that it was looking at a number of
options for its Escode division including a potential sale. This announcement
followed press reports of private equity interest in the business. Secondly,
in July the group announced that, whilst discussions around the Escode
division were ongoing, it was also conducting a review of its Cyber business
covering a range of potential outcomes also including a possible sale. We note
that there is no certainty on outcome from the ongoing discussions, we have
long believed NCC has been trading materially below its sum-of-the-parts
value.
XP Power
% NAV: 13%
Sector: Industrials
Leading supplier of power supplies and power converters for industrial,
healthcare and semi-conductor end markets.
Trading updates from XP Power through the period showed an improving outlook
following a prolonged period of end market weakness. H1 2025 saw the group
deliver strong order intake growth, book to bill above 1x for the first time
since 2022. Order intake improved across all end markets as de-stocking in
Industrial and Medical end markets ended, and the semiconductor market showed
signs of the long awaited upturn. Whilst it is too early to call a sustained
upswing in end markets, the signs are positive for XP Power. While conditions
have been tough the group has protected margins and is well placed to see a
sharp recovery in earnings as markets recover. We do not believe that the
company's current share price reflects its earnings recovery potential, nor
the strategic value of the company.
Elementis
% NAV: 12%
Sector: Industrials
Leading producer of specialty chemicals focused on personal care, talc and
coatings markets.
Elementis saw progress through the period with solid delivery through H1.
Revenues were stable against a soft market backdrop but strong profit
progression was delivered on self-help actions. In addition, in May the group
announced the disposal of its Talc division. This transaction exited a lower
quality business, which had been a material headwind to recent trading whilst
supporting a $50m cash return to shareholders. Following this disposal,
the group announced a change of CEO who rapidly set out a refreshed strategy
for the group and revised mid-term targets including ambitions of a further
uplift in operating margins to 23%+ supported by $10m of cost savings, and
accelerated revenue growth initiatives. We have benefitted from the multi-year
transformation of Elementis but still see further upside as this
re-invigorated group continues to improve its sales, innovation and
operational performance.
Dialight
% NAV: 9%
Sector: Industrials
Leading manufacturer of LED lighting systems for harsh industrial
environments.
Dialight shares performed strongly through the period as the group delivered
on its self-help journey. Trading updates through the period saw the group
deliver upgrades despite soft end markets, as management actions on
operational efficiency, Stock keeping unit ("SKU") rationalisation and pricing
drove margin improvement. We continue to believe that significant further
progress is possible, noting managements mid term target of 11%-13% EBIT
margins look readily achievable and well above both current levels and market
expectations.
Gooch & Housego
% NAV: 9%
Sector: Industrials
Manufacturer of photonics solutions for a variety of end markets.
Gooch & Housego delivered solid updates through the period. H1 2025
results showed revenue up c.7% organically with improving margins on mix and
self-help actions. Order book growth was strong supported by demand from the
Aerospace and Defence sector. In May, the group completed the bolt-on
acquisition of Global Photonics bolstering its US footprint and growing its
exposure to the Defence market. Gooch is a global leader with unique expertise
in niche markets which are returning to growth following a period of softness.
The group continues to progress on its self help journey and we believe has
significant further margin improvement to come. Despite this potential, its
shares trade well below historic ratings, peers and recent market
transactions.
Xaar
% NAV: 9%
Sector: Industrials
Leading independent designer and manufacturer of industrial inkjet print
heads.
Xaar continues to progress on its long term strategy of capitalising on its
unique IP to diversify and grow faster. The group's H1 2025 results were
encouraging, with printhead revenue up c.20% driven by growth in new product
market areas notably wax printing for jewellery production. Continued delivery
on these new product areas remains key for Xaar, and we note further
encouraging management commentary on progress around inkjet printing for EV
batteries, automotive paint shops, and the expected launch of a new desktop 3D
printers using Xaar heads in late 2025. Whilst success and timing of ramp up
of demand in these new areas is uncertain, the group has a proven,
differentiated technology, a number of existing and new markets being opened
up and significant capacity to deliver growth from its existing footprint. We
continue to believe that, if the group executes successfully, there are many
years of superior shareholder returns ahead of it.
Genus
% NAV: 8%
Sector: Healthcare
Leading global provider of genetics and related services to porcine and bovine
markets.
The period was characterised by a number of positive updates from Genus.
FY2025 results came in ahead of upgraded expectations, driven by continued
recovery in end markets driving volume growth in both the porcine and bovine
businesses and delivery of management cost actions supporting a step up in
margins. Progress on two key longer-term 'break out' opportunities was also
made. Firstly, the group received FDA approval for its new, disease resistant
pig line, an important milestone on the journey to commercialisation of this
product which has the potential to double the group's revenue per pig at
marginal additional cost to the group. Secondly, the group announced the sale
of interest in its China subsidiary to create a JV with a local player,
de-risking and potentially accelerating the group's expansion in the largest
pork market in the world, while crystallising c.$160m of cash to de-gear the
group's balance sheet. These positive updates demonstrate that Genus is
delivering on our investment case - returning to growth, driving self-help
margin improvement and delivering on newer growth areas. As these actions come
through, we believe the group has the potential to deliver strong multi-year
earnings growth which is still not fully reflected in current share price.
James Fisher and Sons
% NAV: 6%
Sector: Business Services
Leading provider of niche marine services across the renewables, energy and
defence sectors.
James Fisher posted H1 profits in-line with expectations. Revenues were flat
as the group continued to exit lower margin areas. Margins rose sharply on mix
and self-help actions, and orders were strong notably in the defence business
which saw a 50% growth in orderbook. With the balance sheet having been fixed
through disposals completed in 2024, we now see the group as entering a phase
of operational delivery augmented by a return to top line growth. There
remains significant margin opportunity as management focus on cost actions to
support delivery of their initial target of c.10% EBIT margins. We believe the
group is on the edge of an acceleration of demand in its defence business.
Orderbooks are already growing strongly and there remain a number of
significant new potential contracts in the market which they expect to land in
the next 12 months.
Spire Healthcare
% NAV: 4%
Sector: Healthcare
Leading provider of private hospitals in the UK.
Spire's H1 trading was broadly in-line, with hospital revenues up c.5% driven
largely by improving volumes and mix from NHS patients, with primary care
revenues also showing strong growth on new contract wins. The group made good
progress on offsetting National Insurance and minimum wage headwinds, with
£10m savings delivered in the half, and a further c£20m expected in H2. The
company's shares rose from a very over-sold position seen earlier in the year
but continued to trade materially below our view of fair value given the
significant freehold property assets owned by the group. In September, in
response to shareholder engagement, Spire announced that it had commenced a
process to look at strategic options to maximise shareholder value including a
possible sale of the company. While there is no certainty a transaction will
take place, we believe that the fair value for the group is materially above
the current share price and the shareholder structure makes a transaction at a
reasonable price relatively straightforward to execute.
Blackline
% NAV: 4%
Sector: TMT
Global leader in personal safety devices and software monitoring platform.
Blackline continued its track record of strong revenue growth. Tariff related
uncertainties saw some slowing of new hardware sales, but recurring services
momentum continued with growth of 25%+. The group continues to gain market
share from legacy incumbents with ongoing new customer wins, the most notable
of which recently was with the Abu Dhabi National Oil Company (ADNOC)
selecting Blackline for their workforce through a multi-year agreement to
supply up to 28,000 devices plus services. At the time of award, Blackline's
total devices in the market were c.165,000 - which gives an indication of the
importance of the ADNOC business win. This win of a key reference customer in
a new region for Blackline demonstrates why we believe there are many years of
growth in store for the company. It has industry leading technology with a
strong new product road map, an industry leading management team and a highly
attractive recurring revenue business model. Blackline is disruptor in its
market as it builds form its current c.5% market share towards ambitions of
20%+ in 5-10 years.
The remaining six investments represent up to 4% of NAV each. They are
weighted towards our core focus sectors and include positions with the
potential to scale as liquidity and due diligence allows.
Outlook
We have previously written about our concerns for growth prospects for the
private sector in the UK. Recently economic data suggests that the very low
positive growth experienced by the UK economy is being driven by continued
high growth in public spending. In effect, the UK private sector is in
recession. This, allied with a tax burden akin to wartime and absolute
interest rates of 4% are not, in our view, conducive conditions to strong
returns from domestically focused companies, unless they are operating in a
structural growth niche. We continue to eschew investing in domestic cyclical
companies exposed to the UK consumer, and B2B businesses which only focus on
the domestic market and have limited pricing power.
With many of the tariff uncertainties removed, the relative prospects for UK
smaller companies with overseas revenue exposure seem to be ever more
attractive, particularly where many of those companies are trading at
valuations at a significant discount to their international peers. Odyssean's
portfolio contains many of these "UK quoted; internationally exposed" smaller
companies. Many of these companies have the bulk of their operations and
employees outside of the UK, and the identity of the party in power in the UK
or their policies can be largely irrelevant to the prospects for these
companies.
We continue to see good upside over the medium term as strategic and
operational transformations taking place at portfolio companies start to be
delivered, eventually emerging in improved financial results and then be
recognised by the investment community. Good progress has been made at
Dialight and Elementis, which has been rewarded by positive reactions in their
share prices. We are hopeful that progress at other portfolio companies will
become more evident as we move through the rest of 2025 and into 2026.
At the time of preparation, NCC is undertaking a publicly announced break up
process, and Spire Hospitals is undertaking a strategic review to explore how
to maximise value, potentially driven by a sale of the business. We estimate
that if both companies are subject to takeovers, between 22-25% of the
Company's NAV will be in cash or near cash by the end of March. As we have
been anticipating a period of realisations, the team has been working hard
since April 2025 to build a pipeline of new investments for capital to be
redeployed. In addition, there are a number of existing portfolio holdings
which we would like to scale. There appears no shortage of interesting medium
to long term investment opportunities.
There are tentative signs that UK equities are becoming less out of favour, as
investors consider whether there are alternative to the extraordinary
performance of some AI-focused US technology stocks. Over time, this is likely
to filter down into small and mid cap companies, many of which we believe are
significantly undervalued and also potentially coming out of a cyclical
earnings trough. Although we believe the self-help & M&A should drive
NAV per share growth over 2026, any flow of capital back into small and mid
cap quoted companies could drive further upside. In the absence of major
shocks, performance looks well set for a while.
Stuart Widdowson | Ed Wielechowski
Portfolio Managers
Odyssean Capital LLP
28 November 2025
Portfolio of Investments
as at 30 September 2025
Cost Valuation % of
Company Sector Country of Listing £'000 £'000 Net Assets
NCC Group TMT UK 30,719 29,560 13.2%
XP Power Industrials UK 38,483 28,260 12.6%
Elementis Industrials UK 15,830 25,984 11.6%
Dialight Industrials UK 18,859 20,880 9.3%
Gooch and Housego Industrials UK 17,043 19,855 8.9%
Xaar Industrials UK 22,809 19,380 8.7%
Genus Healthcare UK 13,528 18,180 8.1%
James Fisher and Sons Business Services UK 11,226 14,200 6.3%
Spire Healthcare Healthcare UK 7,586 9,940 4.4%
Blackline Safety TMT Canada 6,110 9,241 4.1%
Top 10 equity investments 195,480 87.2%
Other equity investments* 25,684 11.5%
Total equity investments 221,164 98.7%
Cash and other net current assets 2,973 1.3%
Net assets 224,137 100.0%
* Other equity investments include six investments, each represents
between 0.3% and 3.6% of NAV. These are spread across our core focus sectors
and all offer scope to scale, subject to further due diligence and pricing
remaining attractive.
Interim Management Report and Statement of Directors' Responsibilities
Interim Management Report
The important events that have occurred during the period under review, the
key factors influencing the financial statements and the principal factors
that could impact the remaining six months of the financial year are set out
in the Chairman's Statement and the Portfolio Manager's Report.
Principal Risks and Uncertainties
The principal risks and uncertainties associated with the Company are set out
on pages 36 to 41 and Note 12 of the Annual Report and Accounts for the year
ended 31 March 2025, which is published on the Company's website. Such risks
and uncertainties are as applicable for the remaining six months of the
Company's financial year as they have been for the period under review. The
risks can be summarised under the following headings: investment performance
not being comparable to the expectations of investors, share price
performance, loss of personnel or reputation of the Portfolio Manager,
material changes within the Portfolio Manager's organisation, reliance on the
performance of third‑party service providers, UK regulatory and legal risk,
governance risk, ESG and climate change risk, market risks (including market
price risk, currency risk and interest rate risk), liquidity risk and credit
risk.
The Board has noted that global markets are continuing to experience
volatility from trade tariffs and armed conflicts. The Board continues to
monitor this closely. The Directors have considered the impact of this
continued uncertainty on the Company's financial position and, based on the
information available to them at the date of this report, have concluded that
no adjustments are required to the accounts as at 30 September 2025.
Related Party Transactions
During the first six months of the current financial year no material
transactions with related parties other than those set out in the notes to the
financial statements have taken place which have affected the financial
position of the performance of the Company.
Going Concern
The Directors believe, having considered the Company's investment objectives,
risk management policies, capital management policies and procedures, nature
of the portfolio and expenditure projections, that the Company has adequate
resources, an appropriate financial structure and suitable management
arrangements in place to continue in operational existence for the foreseeable
future and, more specifically, that there are no material uncertainties
relating to the Company that would prevent its ability to continue in such
operational existence for at least twelve months from the date of the approval
of this Half Year Report. For these reasons, they consider there is reasonable
evidence to continue to adopt the going concern basis in preparing the
accounts.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
(i) the condensed set of financial statements contained within the Half Year
Report has been prepared in accordance with International Accounting Standards
("IAS") 34; and
(ii) the Interim Management Report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related 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 that could do so.
The Half Year Report has not been audited by the Company's Auditor.
This Half Year Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on the information
available to them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such forward-looking
information.
For and on behalf of the Board
Linda Wilding
Chairman
28 November 2025
Condensed Statement of Comprehensive Income
for the six months ended 30 September 2025
Six months ended Six months ended
30 September 2025 30 September 2024
(unaudited) (unaudited)
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Income 3 1,272 - 1,272 1,764 - 1,764
Net gains on investments held at fair value - 39,785 39,785 - 18,891 18,891
Currency exchange losses - (2) (2) - - -
Portfolio management and performance fees 4 (998) - (998) (1,062) (681) (1,743)
Other expenses 5 (552) - (552) (760) - (760)
Net return before taxation (278) 39,783 39,505 (58) 18,210 18,152
Taxation 6 - - - - - -
Net return for the period (278) 39,783 39,505 (58) 18,210 18,152
Basic and diluted return per share (pence) 7 (0.2) 29.7 29.5 (0.1) 14.5 14.4
The total column of the statement is the Income Statement of the Company
prepared in accordance with International Financial Reporting Standards
("IFRS") as adopted by the United Kingdom. The supplementary revenue and
capital columns are presented for information purposes as recommended by the
Statement of Recommended Practice ("AIC SORP") issued by the AIC.
All revenue and capital items in the above Statement derive from continuing
operations. No operations were acquired or discontinued during the period.
There is no other comprehensive income, and therefore the return for the
period after tax is also the total comprehensive income for the period.
The accompanying notes are an integral part of these financial statements.
Condensed Statement of Changes in Equity
for the six months ended 30 September 2025
Six months ended 30 September 2025 Special
Share Share distributable Capital Revenue
capital premium reserve reserve reserve Total
(unaudited) £'000 £'000 £'000 £'000 £'000 £'000
Opening balance as at 1 April 2025 1,330 72,823 85,475 24,741 (857) 183,512
Net proceeds from share issuance 9 1,111 - - - 1,120
Net return for the period - - - 39,783 (278) 39,505
As at 30 September 2025 1,339 73,934 85,475 64,524 (1,135) 224,137
Special
Six months ended 30 September 2024 Share Share distributable Capital Revenue
capital premium reserve reserve reserve Total
(unaudited) £'000 £'000 £'000 £'000 £'000 £'000
Opening balance as at 1 April 2024 1,214 53,542 85,475 47,721 (395) 187,557
Net proceeds from share issuance 90 15,208 - - - 15,298
Net return for the period - - - 18,210 (58) 18,152
As at 30 September 2024 1,304 68,750 85,475 65,931 (453) 221,007
The accompanying notes are an integral part of these financial statements.
Condensed Statement of Financial Position
as at 30 September 2025
As at As at
30 September 31 March
2025 2025
£'000 £'000
Notes (unaudited) (audited)
Non-current assets
Investments at fair value through profit or loss 9 221,164 182,971
Current assets
Trade and other receivables 176 487
Cash and cash equivalents 4,134 1,436
4,310 1,923
Total assets 225,474 184,894
Current liabilities
Trade and other payables (1,337) (1,382)
Total liabilities (1,337) (1,382)
Total assets less current liabilities 224,137 183,512
Net assets 224,137 183,512
Represented by:
Share capital 10 1,339 1,330
Share premium account 73,934 72,823
Special distributable reserve 10 85,475 85,475
Capital reserve 64,524 24,741
Revenue reserve (1,135) (857)
Total equity attributable to equity holders of the Company 224,137 183,512
Basic and diluted net asset value per share (pence) 8 167.3 137.9
The accompanying notes are an integral part of these financial statements.
Condensed Cash Flow Statement
for the six months ended 30 September 2025
Six months Six months
ended ended
30 September 30 September
2025 2024
£'000 £'000
(unaudited) (unaudited)
Reconciliation of net return before taxation to net cash outflows from
operating activities
Net return before taxation 39,505 18,152
Gains on investments held at fair value through profit and loss (39,783) (18,891)
Decrease/(increase) in receivables 311 (612)
Increase in payables 27 738
Net cash outflow from operating activities 60 (613)
Investing activities
Purchases of investments (15,510) (52,741)
Sales of investments 17,028 35,702
Net cash outflow from investing activities 1,518 (17,039)
Financing activities
Net proceeds from share issuance 1,120 15,297
Net cash inflow from financing activities 1,120 15,297
Increase/(decrease) in cash 2,698 (2,355)
Reconciliation of net cash flow movements in funds
Cash at the beginning of the period 1,436 4,935
Increase/(decrease) in cash 2,698 (2,355)
Cash at end of period 4,134 2,580
The accompanying notes are an integral part of these financial statements.
Notes to the Financial Statements
for the six months ended 30 September 2025 (unaudited)
1. General information
Odyssean Investment Trust PLC is a listed public limited company incorporated
in England and Wales. The registered office of the Company is 46-48 James
Street, London, W1U 1EZ.
2. Accounting policies
a) Basis of preparation/statement of compliance
The interim financial information covers the period from 1 April 2025 to 30
September 2025 and has been prepared in accordance with IAS 34, 'Interim
Financial Reporting'.
The Company's annual financial statements for the year ended 31 March 2025
were prepared in accordance with IFRS as adopted by the United Kingdom, which
comprise standards and interpretations approved by the International
Accounting Standards Board ("IASB"), and as applied in accordance with the
provisions of the Companies Act 2006 and with the AIC SORP for the financial
statements of investment trust companies and venture capital trusts, except to
any extent where it is not consistent with the requirements of IFRS.
The accounting policies used by the Company followed in these half year
financial statements are consistent with the most recent Annual Report for the
year ended 31 March 2025.
Copies of the interim financial information will be made available to the
public at the registered office of the Company and on the Company's website:
www.oitplc.com.
b) Functional and presentation currency
The condensed financial statements are presented in sterling, which is also
the Company's functional currency. All amounts have been rounded to the
nearest thousand, unless otherwise indicated.
c) Comparative information
The financial information contained in this Half Year Report does not
constitute statutory accounts as defined in the Companies Act 2006. The
financial information contained within this report relates to the following
periods: 1 April 2025 to 30 September 2025 (unaudited and unreviewed by the
Company's Auditor) and 1 April 2024 to 30 September 2024 (unaudited and
unreviewed by the Company's Auditor); and as at 31 March 2025 (audited) for
the Balance Sheet. The comparative figures for the period 30 September 2024
are not the Company's statutory accounts for that financial year. The
Company's statutory accounts are for the year ended 31 March 2025 and were
reported on by the Company's Auditor and delivered to the Registrar of
Companies. The report of the Auditor was (i) unqualified, (ii) did not include
a reference to any matters to which the Auditor drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
d) Going concern
The financial statements have been prepared on a going concern basis and on
the basis that approval as an investment trust company will continue to be
met.
The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has adequate resources to
continue in operational existence for the foreseeable future (being a period
of at least 12 months from the date on which these financial statements were
approved). Furthermore, the Directors are not aware of any material
uncertainties that may cast significant doubt
upon the Company's ability to continue as a going concern, having taken into
account the liquidity of the Company's investment portfolio and the Company's
financial position in respect of its cash flows, debt and investment
commitments.
3. Income
Six months ended Six months ended
30 September 2025 30 September 2024
(unaudited) (unaudited)
Income Capital Total Income Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income from investments*
UK dividends 1,245 - 1,245 1,668 - 1,668
1,245 - 1,245 1,668 - 1,668
Other income
Bank interest 25 - 25 96 - 96
Exchange gains 2 - 2 - - -
Total income 1,272 - 1,272 1,764 - 1,764
* Income from investments is classified by country of incorporation and
taxation of the dividend paying investment company.
4. Portfolio management and performance fees
Six months ended Six months ended
30 September 2025 30 September 2024
(unaudited) (unaudited)
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Portfolio management fee 998 - 998 1,062 - 1,062
Performance fee - - - - 681 681
998 - 998 1,062 681 1,743
The Company may be liable to pay a performance fee depending on the
performance of the Company over a rolling three-year period as set out in the
Company's prospectus dated 26 March 2018. Based on the performance of the
Company to 30 September 2025, no performance fee has been accrued (2024:
£681,000) in the NAV and included in Trade and Other Payables in the
Condensed Statement of Financial Position.
Pursuant to the terms of the Portfolio Management Agreement, the Portfolio
Manager is entitled to receive an annual management fee equal to the lower of:
(i) 1.0% of the net asset value (calculated before deduction of any accrued
but unpaid management fee and any performance fee) per annum; or (ii) 1.0% per
annum of the Company's market capitalisation. The annual management fee is
calculated and accrues daily and is payable quarterly in arrears.
The Company's performance is measured over rolling three-year periods ending
on 31 March each year (each a "Performance Period"), by comparing the NAV
total return per ordinary share over a Performance Period against the total
return performance of the DNSC ex IC plus AIM Index (the "Comparator Index").
A Performance Fee is payable if the net asset value per ordinary share at the
end of the relevant Performance Period (as adjusted to: (i) add back the
aggregate value of any dividends per ordinary share paid (or accounted as paid
for the purposes of calculating the NAV) to shareholders during the relevant
Performance Period; and (ii) exclude any accrual for unpaid Performance Fee
accrued in relation to the relevant Performance Period) (the "Net Asset Value
Total Return per Share") exceeds both:
(i) the net asset value per ordinary share on the first business day of
a Performance Period as adjusted by the aggregate amount: of (i) the total
return on the Comparator Index (expressed as a percentage); and (ii) 1.0% per
annum over the relevant Performance Period (the "Target Net Asset Value per
Share"); and
(ii) the highest previously recorded net asset value per ordinary share as
at the end of the relevant Performance Period in respect of which a
Performance Fee was last paid (the "High Watermark"),
with any resulting excess amount being known as the "Excess Amount".
The Portfolio Manager will be entitled to 10% of the Excess Amount multiplied
by the time weighted average number of ordinary shares in issue during the
relevant Performance Period to which the calculation date relates. The
Performance Fee will accrue daily.
Payment of a Performance Fee that has been earned will be deferred to the
extent that the amount payable exceeds 1.75% per annum of the net asset value
at the end of the relevant Performance Period (amounts deferred will be
payable when, and to the extent that, following any later Performance
Period(s) with respect to which a Performance Fee is payable, it is possible
to pay the deferred amounts without causing that cap to be exceeded or the
relevant net asset value total return per share to fall below both the
relevant target net asset value per share and the relevant High Watermark for
such Performance Period, with any amount not paid being retained and carried
forward).
Subject at all times to compliance with relevant regulatory and tax
requirements, any Performance Fee paid or payable shall be satisfied in cash
and the Portfolio Manager shall, as soon as reasonably practicable following
receipt of such payment, use 50% of such performance fee payment to make
market purchases of ordinary shares (rounded down to the nearest whole number
of ordinary shares) within four months of the date of the performance fee
payment as a collective group rather than as individuals.
Each such tranche of shares acquired by the Portfolio Manager will be subject
to a lock-up undertaking for a period of three years post issuance or
acquisition (subject to customary exceptions).
At no time shall the Portfolio Manager (and/or any persons deemed to be acting
in concert with it for the purposes of the Takeover Code) be obliged, in the
absence of a relevant whitewash resolution having been passed in accordance
with the Takeover Code, to receive, or acquire, further ordinary shares where
to do so would trigger a requirement to make a mandatory offer pursuant to
Rule 9 of the Takeover Code. Where any restriction exists on the issuance of
further ordinary shares to the Portfolio Manager, the relevant amount of the
Performance Fee may be paid in cash.
In addition, the Portfolio Manager is entitled to reimbursement for all costs
and expenses properly incurred by it in the performance of its duties under
the Portfolio Management Agreement.
The Company may terminate the Portfolio Management Agreement by giving the
Portfolio Manager not less than six months' prior written notice. The
Portfolio Manager may terminate the Portfolio Management Agreement by giving
the Company not less than six months' prior written notice.
5. Other expenses
Six months Six months
ended ended
30 September 30 September
2025 2024
£'000 £'000
(unaudited) (unaudited)
Directors' fees* 82 64
Company Secretarial and Administration fee 267 234
Audit fee for the audit of the Company's financial statements 40 42
Other expenses** 163 420
552 760
* During the period to 30 September 2024, Peter Hewitt did not
receive a Director fee in respect of his services to the Company. Each of the
Directors has agreed to use their applicable Directors' fees (net of
applicable taxes) to acquire ordinary shares in the secondary market, subject
to regulatory requirements. In relation to any dealings, the Directors will
comply with the share dealing code adopted by the Company in accordance with
the Market Abuse Regulation. The Board will be responsible for taking all
proper and reasonable steps to ensure compliance with the share dealing code
by the Directors.
** In the period to 30 September 2024, other expenses include £271,000
of costs relating to the Company's Realisation Opportunity, which took place
in June 2024. This cost is non-recurring in nature and therefore excluded from
the calculation for the Company's ongoing charges ratio.
6. Taxation
The Company has an effective tax rate of 0%, as investment gains are exempt
from tax owing to the Company's status as an investment trust, and there is
expected to be an excess of management expenses over taxable income and thus
there is no charge for corporation tax.
7. Return per ordinary share
The capital, revenue and total return per ordinary share are based on the net
return shown in the Condensed Statement of Comprehensive Income and the
weighted average number of ordinary shares during the period of 133,835,196
(2024: 125,656,524).
There are no dilutive instruments in issue and therefore no difference between
the basic and diluted return per ordinary share.
8. Net asset value per ordinary share
The basic net asset value per ordinary share is based on net assets of
£224,137,000 (31 March 2025: £183,512,000)and on 133,944,212 (31 March 2025:
133,094,212) ordinary shares, being the number of ordinary shares in issue at
the period end.
There are no dilutive instruments in issue and therefore no difference between
the basic and diluted total net asset per ordinary share.
9. Investments at fair value through profit or loss
The Company is required to classify fair value measurements using a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy consists of the following three levels:
- Level 1 - Quoted prices (unadjusted) in active markets for identical
assets or liabilities.
An active market is a market in which transactions for the asset or liability
occur with sufficient frequency and volume on an ongoing basis such that
quoted prices reflect prices at which an orderly transaction would take place
between market participants at the measurement date. Quoted prices provided by
external pricing services, brokers and vendors are included in Level 1, if
they reflect actual and regularly occurring market transactions on an arms
length basis.
- Level 2 - Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices).
- Level 3 - Inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety. For
this purpose, the significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that
measurement is a Level 3 measurement. Assessing the significance of a
particular input to the fair value measurement in its entirety requires
judgement, considering factors specific to the asset or liability.
As at 30 September 2025 As at 31 March 2025
(unaudited) (audited)
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Quoted at fair value 221,164 221,164 - - 182,971 182,971 - -
Total 221,164 221,164 - - 182,971 182,971 - -
There were no transfers between levels during the period (31 March 2025: No
transfers between levels during the year).
10. Share capital and reserves
Six months ended Year ended
30 September 2025 31 March 2025
(unaudited) (audited)
Number of Number of
Shares £'000 Shares £'000
Issued and fully paid:
Ordinary shares of 1p:
Balance at the beginning of the period 133,094,212 1,330 121,452,053 1,214
New shares issued during the period 850,000 9 11,642,159 116
Balance at the end of the period 133,944,212 1,339 133,094,212 1,330
The Company currently has no shares in treasury (31 March 2025: nil).
Special distributable reserve
Upon initial placing and subsequent issuance of the Company's ordinary shares
on 1 May 2018 and 27 June 2018 respectively, the Company accumulated a premium
account of £85,495,000. Following approval of the Court, effective on 8
August 2018, the share premium account was cancelled and the balance after
cancellation cost of £20,000 was transferred to the special distributable
reserve.
11. Related party transactions
The amount incurred in respect of portfolio management fees during the period
to 30 September 2025 was £998,000 (30 September 2024: £1,062,000), of which
£531,000 was outstanding at 30 September 2025 (30 September 2024: £558,000).
The amount incurred in respect of Directors' fees during the period to 30
September 2025 was £82,000 (2024: £64,000) of which £nil was outstanding
at period end (2024: £nil).
12. Subsequent events
Since the period end, the Company has issued 500,000 Ordinary Shares for net
proceeds of £831,000, after purchase costs of £5,000.
Status of this Report
The information contained in this Half-Yearly Report does not constitute the
Company's statutory accounts for the purposes of section 434 of the Companies
Act 2006. They are unaudited. The Half-Yearly Report will be made available to
the public at the Company's registered office.
The information for the year ended 31 March 2025 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. KPMG LLP 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 on 28 November 2025.
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