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REG - Down MicroCap InvTst - Half-year Report - replacement

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RNS Number : 4940J  Downing Strategic Micro-Cap IT PLC  24 October 2024

Downing Strategic Micro-Cap Investment Trust plc

 

LEI Code: 213800QMYPUW4POFFX69

 

22 October 2024

Half-Yearly Financial Report for the six months ended 31 August 2024

 

The Directors of Downing Strategic Micro-Cap Investment Trust plc announce the
company's results for the half year ended 31 August 2024.

Key points

►     Wind up of the Company is ongoing, with distributions paid to
shareholders totalling 61.7p per share in the six months to 31 August 2024.

►     Declaration of further dividend of 2.2p per share making total
dividends distributed and declared of 63.9p.

 

 Financial highlights
                                             (Unaudited)                                             (Audited)
                                             Six months ended                                        Year ended
                                             31 August                                               29 February     Change
 Assets                                      2024                                                    2024            %
 Net assets (£'000)                          3,575                                                   30,627          (88.33%)
 Net asset value ('NAV') per Ordinary Share  7.83p                                                   65.71p          (88.08%)
 Mid-market price per Ordinary Share         7.18p                                                   62.00p          (88.43%)
 Discount                                    8.37%                                                   5.65%

                                             (Unaudited)                                             (Audited)
                                             Six months ended                                        Year ended
                                             31 August                                               29 February
 Revenue                                     2024                                                    2024
 Revenue return per Ordinary Share                                  (0.78p)                          (1.52p)
 Capital return per Ordinary Share                                   4.48p                           (11.45p)
 Total return per Ordinary Share                                     3.70p                           (12.97p)

 

Chairman's Statement

 

Overview

Your company is well advanced in its programme of managed wind down.  At 29
February 2024 net assets were £30.6 million (65.7p per share) and the
company's market value stood at £28.9 million (62p per share).  By the
half-year, 31 August 2024, distributions paid had amounted to 61.7p per share
still leaving on today's NAV, 7.4p per share for potential future
distributions. Today, 22 October 2024, your board declared a further dividend
of 2.2p per share making total dividends distributed and declared of 63.9p per
share. The dividend is payable on 22 November 2024 to shareholders on the
register at 1 November 2024. The ex-dividend date will be 31 October 2024.

 

That leaves the company with remaining net assets today of approximately £2.4
million and suggests 68p or more per share in total distributions may be made
if the wind down continues undisturbed, plus, as the manager puts it
'potential for further upside gains'. That would be a reasonable outcome in
the circumstances.

 

Events following the announcement of a proposed wind down

We made it clear at the end of last year that both the board and all our
larger shareholders were of the view that as your company was small, and its
market unappreciated, we should begin the process of a managed wind down,
returning capital to shareholders. We put that proposal to shareholders
through a circular and a general meeting and received overwhelming approval.

 

Then in March of this year two of our larger shareholders, and supporters of
wind down, sold their respective positions to Milkwood Capital Limited who
used their consequent holding to oppose our intended process for implementing
that shareholder vote and who then sought to replace the board with their
nominees and thereby takeover the direction of your company, and its
management contract, for themselves.  They failed on both counts.  The
associated proceedings were nevertheless tiresome and expensive for
shareholders.

 

The actions of shareholders who had actively sought, and supported, wind-up
but then sold out to a party intent on denying that for other shareholders
raises an interesting stewardship point: shareholder respect needs to be
mutual.

 

Performance

The realisation process by our manager has been run well.  Market value has
been achieved; liquidity and worth demonstrated.  Despite suffering the
expense of antagonistic proceedings, we are on course to return cash in excess
of the company's NAV at 29 February 2024 and within the timelines set out in
our circular of 2 February 2024.

 

Outlook

Once the remaining investments have been realised (and we are giving our
manager scope to do that over the next few months for anticipated value) our
objective, preceded by yet a further modest dividend, is to put the company
into liquidation.  That will require a special resolution early in the new
year.  If passed that will enable continuing shareholders not just to receive
a final distribution from the liquidator, but, if relevant to them, to have a
confirmed capital loss which may help in their tax affairs given that
Milkwood's behaviour caused us to lose the shareholder resolution providing
tax-efficient capital distributions and obliged us to distribute cash by way
of dividends instead.

 

As a general, and sad, observation, one other micro-cap investing plc, with
well-respected managers, seems to be facing potential wind-up. The vibrancy,
energy and competence of management of micro and small caps call for attention
as a source of lifeblood to the UK economy.

 

Thanks go to colleagues, the company's manager, lawyers and ISCA through, as I
said, a tiresome few months.

Hugh Aldous
Chairman

22 October 2024

 

Investment Manager's Report

In the half year to 31 August 2024, the NAV or total return including
dividends paid was up 5.8% to 69.5p against the FTSE AIM All Share up 4.9%.
Of this NAV/Total Return, 61.7p had been paid in Special Dividends, in
accordance with the managed wind down of the Company approved on 28 February
2024.  The remaining NAV was 7.8p as at the period end and reflected holdings
in five positions.

 

The remaining assets, the manager believes, have potential for further upside
gains and these are likely to be realised through corporate actions.
DigitalBox has announced that they are undertaking a Strategic Review, and
Centaur has announced the appointment of a new Chair.   Real Good Food is in
the final stages of administration and there is growing certainty of a return
of capital and interest on the Loan Note Instruments, leaving our carrying
value of £275,000 looking prudent.  In short, we believe that there is value
in allowing the remainder of the portfolio to achieve the catalysts for value
realisation, and we concur with the Board's timetable for wind-down and
eventual liquidation.

 

Judith MacKenzie

Head of Downing Fund Managers and Partner of Downing LLP

22 October 2024

 

Investments

As at 31 August 2024

                                        As at                            As at

                                        31 August                        29 February 2024

                                        2024
                                        Market Value  % of Total Assets  % of Total

                                        (£'000)                          Assets
 Centaur Media plc                      1,298         36.31              8.09
 Digitalbox plc                         736           20.59              2.63
 Real Good Food 12% Loan Notes          275           7.69               0.90
 Synectics plc                          98            2.74               10.98
 Norman Broadbent plc                   36            1.01               1.99
 Volex plc                              -             -                  8.30
 Flowtech Fluidpower plc                -             -                  6.68
 FireAngel Safety Technology Group plc  -             -                  6.48
 Equals Group plc                       -             -                  5.57
 National World plc                     -             -                  4.57
 Ramsdens Holdings plc                  -             -                  3.30
 Journeo plc                            -             -                  2.71
 TheWorks.co.uk plc                     -             -                  2.27
 Hargreaves Services plc                -             -                  1.04
 Inspecs Group plc                      -             -                  0.95
 Total investments                      2,443         68.34              66.46
 Cash                                   482           13.48              34.16
 Other net current assets               650           18.18              (0.62)
 Total assets                           3,575         100.00             100.00

 

All investments are in Ordinary Shares and traded on AIM or the Main Market
unless indicated. As at 31 August 2024, DSM held investments in 5 companies
(29 February 2024: 15). Details of the equity interests comprising more than
3% of any company's share capital are set out in note 9 below.

 

The table above includes net current assets of £1,132,000 (29 February 2024:
£10,273,000) that are also disclosed in the Statement of Financial Position.

 

Interim Financial Statements

 
Condensed Statement of Profit or Loss and Other Comprehensive Income

for the six months ended 31 August 2024

 

                                                                     (Unaudited)                (Unaudited)                      (Audited)
                                                                     Six months ended           Six months ended                 Year ended

31 August 2024
31 August 2023
29 February 2024
                                                                     Revenue  Capital  Total    Revenue  Capital        Total    Revenue  Capital        Total
                                                                     £'000    £'000    £'000    £'000    £'000   £'000           £'000    £'000   £'000

 Gains/(losses) on investments at fair value through profit or loss  -        2,207    2,207    -        (3,225)        (3,225)  -        (5,219)        (5,219)
 Investment income                                                   254      -        254      415      -              415      664      -              664
                                                                     254      2,207    2,461    415      (3,225)        (2,810)  664      (5,219)        (4,555)

 Investment management fee                                           (37)     (143)    (180)    (31)     (123)          (154)    (47)     (189)          (236)
 Impairment expense                                                  -        -        -        -        -              -        (451)    -              (451)
 Other expenses                                                      (577)    -        (577)    (303)    (29)           (332)    (884)    -              (884)
                                                                     (614)    (143)    (757)    (334)    (152)          (486)    (1,382)  (189)          (1,571)

 (Loss)/profit before taxation                                       (360)    2,064    1,704    81       (3,377)        (3,296)  (718)    (5,408)        (6,126)

 Taxation                                                            -        -        -        -        -              -        -        -              -

 (Loss)/profit for the period                                        (360)    2,064    1,704    81       (3,377)        (3,296)  (718)    (5,408)        (6,126)
                                                                     Revenue  Capital  Total    Revenue  Capital        Total    Revenue  Capital        Total
                                                                     (p)      (p)      (p)      (p)      (p)            (p)      (p)      (p)            (p)
 (Loss)/earnings per Ordinary Share                                  (0.78)   4.48     3.70     0.17     (7.07)         (6.90)   (1.52)   (11.45)        (12.97)

 

The total column of this statement represents the Statement of Comprehensive
Income of the company prepared in accordance with international accounting
standards and in conformity with the requirements of the Companies Act 2006.

 

The supplementary revenue and capital return columns are prepared under
guidance published by the Association of Investment Companies ('AIC').

 

The (loss)/profit for the period disclosed above represents the company's
total comprehensive income. The company does not have any other comprehensive
income.

 

All items in the above statement are those of a single entity and derive from
continuing operations. No operations were acquired or discontinued during the
period.

 

Condensed Statement of Changes in Equity

for the six months ended 31 August 2024

 

                                                        Capital redemption reserve

                                              Share                                 Special reserve   Capital   Revenue reserve

capital

                                                                                                      reserve                     Total
                                              £'000     £'000                       £'000             £'000     £'000             £'000
 Year ended 29 February 2024 (Audited)
 At 28 February 2023                          52        4                           54,474            (16,028)  (147)             38,355
 Return for the year                          -         -                           -                 (5,408)   (718)             (6,126)
 Buyback of Ordinary Shares                   -         -                           -                 (1,582)   -                 (1,582)
 Expenses for share buybacks                  -         -                           -                 (20)      -                 (20)
 As at 29 February 2024                       52        4                           54,474            (23,038)  (865)             30,627

 Six months ended 31 August 2024

  (Unaudited)
 At 29 February 2024                          52        4                           54,474            (23,038)  (865)             30,627
 Return for the period                        -         -                           -                 2,064     (360)             1,704
 Buyback of Ordinary Shares for cancellation  (6)       6                           (304)             -         -                 (304)
 Dividends paid (note 10)                     -         -                           (28,452)          -         -                 (28,452)
 As at 31 August 2024                         46        10                          25,718            (20,974)  (1,225)           3,575

Condensed Statement of Financial Position

as at 31 August 2024

 

                                                                             (Unaudited)    (Unaudited)    (Audited)
                                                                             31 August      31 August      29 February

                                                                             2024           2023           2024
                                                                             £'000          £'000          £'000
 Non-current assets
 Investments held at fair value through profit or loss                        -              32,132         -
                                                                             -              32,132         -
 Current assets
 Investments held at fair value through profit or loss                       2,443          -              20,354
 Trade and other receivables *                                               813            10             63
 Cash and cash equivalents                                                   482            1,914          10,463
                                                                             3,738          1,924          30,880
 Total assets                                                                3,738          34,056         30,880
 Current liabilities
 Trade and other payables                                                    (163)          (117)          (253)
                                                                             (163)          (117)          (253)
 Total assets less current liabilities                                       3,575          33,939         30,627
 Net Assets                                                                  3,575          33,939         30,627
 Represented by:
 Share capital                                                               46             52             52
 Capital redemption reserve                                                  10             4              4
 Special reserve                                                             25,718         54,474         54,474
 Capital reserve                                                             (20,974)       (20,525)       (23,038)
 Revenue reserve                                                             (1,225)        (66)           (865)
 Equity shareholders' funds                                                  3,575          33,939         30,627
 Net asset value per Ordinary Share                                          7.83p          71.57p         65.71p

 *includes £804,000 in respect of trades awaiting settlement at the period
 end.

Condensed Statement of Cash Flows

for the six months ended 31 August 2024

 

                                                                      (Unaudited)        (Unaudited)        (Audited)
                                                                      Six months ended   Six months ended   Year ended

31 August 2024    31 August 2023
29 February 2024
                                                                      £'000              £'000              £'000
 Operating activities
 Return/(loss) before taxation                                        1,704              (3,296)            (6,126)
 (Gains)/losses on investments at fair value through profit or loss    (2,207)            3,225              5,219
 UK fixed interest income                                             -                  (22)               (12)
 Receipt of UK fixed interest income                                  -                  11                 27
 Impairment expense                                                   -                  -                  451
 Decrease in other receivables                                        54                 78                 25
 (Decrease)/increase in other payables                                (90)               (47)               88
 Purchases of investments                                             -                  (2,759)            (2,831)
 Sales of investments                                                 19,314             4,340              13,719
 Net cash inflow from operating activities                             18,775             1,530              10,560
 Financing activities
 Buyback of Ordinary shares                                           (304)              (1,107)            (1,582)
 Expenses of for share buybacks                                       -                  (14)               (20)
 Dividends paid                                                       (28,452)           -                  -
 Net cash outflow from financing activities                             (28,756)           (1,121)            (1,602)
 Change in cash and cash equivalents                                  (9,981)            409                8,958
 Cash and cash equivalents at start of period                         10,463             1,505              1,505
 Cash and cash equivalents at end of period                           482                1,914              10,463
 Comprised of:
 Cash and cash equivalents                                            482                1,914              10,463

 

Notes

 

1.    General information

Downing Strategic Micro-Cap Investment Trust PLC ('the company') was
incorporated in England and Wales on 17 February 2017 with registered number
10626295, as a closed-end investment company limited by shares.

 

The company commenced its operations on 9 May 2017. The company intends to
carry on business as an investment trust within the meaning of Chapter 4 of
Part 24 of the Corporation Tax Act 2010.

 

2.    Accounting policies

Basis of accounting

The unaudited financial statements for the six months ended 31 August 2024
have been prepared in accordance with the accounting policies set out in the
statutory accounts for the year ended 29 February 2024, which were prepared in
accordance with international accounting standards and in conformity with the
requirements of the Companies Act 2006.

 

These Financial Statements are presented in Sterling (£) rounded to the
nearest thousand. Where presentational guidance set out in the statement of
recommended practice 'Financial Statements of Investment Trust Companies and
Venture Capital Trusts' ('SORP'), issued by the Association of Investment
Companies ('AIC') issued in October 2019 is consistent with the requirements
of international accounting standards, the directors have sought to prepare
the Financial Statements on a consistent basis compliant with the
recommendations of the SORP.

 

The financial information presented in respect of the six months ended 31
August 2024 and the comparative half-year period ended 31 August 2023 has not
been audited. The financial information presented in respect of the year ended
29 February 2024 has been extracted from the financial statements for that
year, which have been delivered to the Registrar of Companies. The Auditor's
report on those financial statements was unqualified and did not include a
statement under sections 498(2) or 498(3) of the Companies Act 2006.

 

3.    Income

                            (Unaudited)       (Unaudited)       (Audited)
                            Six months ended  Six months ended  Year ended

31 August 2024
31 August 2023
29 February 2024
                            £'000             £'000             £'000
 Income from investments
 UK dividend income         193               373               593
 UK fixed interest income    -                 22                12
 Bank interest income       61                20                59
 Total                      254               415               664

 

UK fixed interest income in previous periods represents loan note interest
receivable from Real Good Food plc and Norman Broadbent plc.

 

4.    Investment management fee

On 3 April 2024 the board and investment manager agreed that the investment
manager's current fee arrangement be amended.

 

The new fee structure combines a reduction in the base fee with the
introduction of further fees that incentivise the investment manager and will
also align its interests with those of shareholders, to complete the wind down
whilst seeking the best achievable values, at the point of realisation, in a
timely fashion in order for the company to return cash to shareholders.

 

Effective from 1 January 2024 the terms of the investment manager's fee are:

► a basic management fee at the rate of 0.25 per cent. per annum of the
company's market capitalisation payable monthly;

► a capital return fee of 0.50 per cent. of distributions made to
shareholders;

► an equity appreciation fee payable only on completion of the investment
manager's realisation process equal to 2.5 per cent. of all amounts (if any)
by which total distributions to shareholders exceed the net asset value of the
company as at the date shareholders approved the New Investment Policy to
encourage achieving value appreciation,

►subject to an overall cap on total fees payable to the investment manager
in any 12-month period equal to 4.9 per cent. of the market capitalisation (or
NAV if lower) of the company as at the date shareholders approved the New
Investment Policy.

 

The notice period required to be given by the company in the event the company
wishes to terminate the Investment Management Agreement remains at 6 months.
Protective notice was given to the manager in August 2024.  Shorter notice
may be provided so long as the investment manager receives payment in lieu of
such notice on the basis of the basic management fee. All the other key
commercial terms of the Investment Management Agreement will remain unchanged.

 

                            (Unaudited)       (Unaudited)       (Audited)
                            Six months ended  Six months ended  Year ended

31 August 2024
31 August 2023
29 February 2024
                            £'000             £'000             £'000
 Investment management fee
 Revenue                    37                31                47
 Capital                    143               123               189
 Total                      180               154               236

 

5.    Basic and diluted return per Ordinary Share

Returns per Ordinary Share are based on the weighted average number of shares
in issue during the period. As there are no dilutive elements on share
capital, basic and diluted returns per share are the same.

                                                (Unaudited)              (Unaudited)              (Audited)
                                                Six months ended         Six months ended         Year ended

31 August 2024
31 August 2023
29 February 2024
                                                Net return  Per share    Net return  Per share    Net return  Per share
                                                £'000       Pence        £'000       Pence        £'000       Pence
 Revenue (loss)/return                          (360)       (0.78)       81          0.17         (718)       (1.52)
 Capital gain/(loss)                            2,064       4.48         (3,377)     (7.07)       (5,408)     (11.45)
 Total gain/(loss)                              1,704       3.70         (3,296)     (6.90)       (6,126)     (12.97)
 Weighted average number of Ordinary Shares(1)  46,001,632               47,770,423               47,242,771

(1)Excluding treasury shares

 

6.    Net Asset Value per Ordinary Share

NAV per Ordinary Share is based on net assets at the period end and 45,645,241
(31 August 2023: 47,421,927, 29 February 2024: 46,608,486) Ordinary Shares,
being the number of Ordinary Shares in issue excluding treasury shares at the
period end.

 

                    (Unaudited)                  (Unaudited)                  (Audited)
                    31 August 2024               31 August 2023               29 February 2024
                    NAV         NAV              NAV         NAV              NAV         NAV

per share
attributable
per share
attributable
per share
attributable
                    Pence       £'000            Pence       £'000            Pence       £'000
 Ordinary Shares:
 Basic and diluted  7.83        3,575            71.57       33,939           65.71       30,627

 

7.    Investments

                                                                            (Unaudited)             (Unaudited)             (Audited)
                                                                            Six months ended         Six months ended       Year ended
                                                                            31 August               31 August               29 February

                                                                            2024                    2023                    2024

                                                                            £'000                   £'000                   £'000
 Opening book cost                                                          33,603                  42,440                  42,440
 Opening UK fixed interest income at fair value through profit or loss      -                       466                     466
 Opening investment holding losses                                          (13,249)                (5,979)                 (5,979)
 Opening valuation                                                          20,354                  36,927                  36,927
 Movements in the year
 UK Fixed interest income at fair value through profit or loss              -                       22                      12
 Receipt of UK fixed interest income                                        -                       (11)                    (27)
 Impairment of accrued loan note interest receivable                        -                       -                       (451)
 Investment purchases at cost                                               -                       2,759                   2,831
 Disposals:
 Proceeds                                                                   (20,118)                (4,340)                 (13,719)
 Net realised (losses)/gains on disposals                                   (3,231)                 (898)                   2,051
 Movement in investment holding losses                                      5,438                   (2,327)                 (7,270)
 Closing valuation                                                          2,443                   32,132                  20,354

 Closing book cost                                                          10,254                  39,961                  33,603
 Closing UK fixed interest income at fair value through profit or loss      -                       477                     -
 Closing investment holding losses                                          (7,811)                 (8,306)                 (13,249)
 Closing valuation                                                          2,443                   32,132                  20,354

 Realised (losses)/gains on disposals                                       (3,231)                 (898)                   2,051
 Movement in investment holding losses                                      5,438                   (2,327)                 (7,270)
 Gains/ (losses) on investments held at fair value through profit or loss    2,207                   (3,225)                 (5,219)

 

8.    Fair Value Hierarchy

Financial assets and financial liabilities of the company are carried in the
statement of financial position at their fair value. The fair value is the
amount at which the asset could be sold, or the liability transferred in a
current transaction between market participants, other than a forced or
liquidation sale. For investments actively traded in organised financial
markets, fair value is generally determined by reference to Stock Exchange
quoted market bid prices and Stock Exchange Electronic Trading Services
('SETS') at last trade price at the Statement of Financial Position date,
without adjustment for transaction costs necessary to realise the asset.

 

The company measures fair values using the following hierarchy that reflects
the significance of the inputs used in making the measurements.
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant assets as follows:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or
liabilities.

An active market is a market in which transactions for the asset or liability
occur with sufficient frequency and volume on an ongoing basis such that
quoted prices reflect prices at which an orderly transaction would take place
between market participants at the measurement date. Quoted prices provided by
external pricing services, brokers and vendors are included in Level 1 if they
reflect actual and regularly occurring market transactions on an arm's length
basis.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices).

 

Level 2 inputs include the following:

 

►     Quoted prices for similar (i.e. not identical) assets in active
markets.

►     Quoted prices for identical or similar assets or liabilities in
markets that are not active. Characteristics of an inactive market include a
significant decline in the volume and level of trading activity, the
available prices vary significantly over time or among market participants or
the prices are not current.

►     Inputs other than quoted prices that are observable for the asset
(for example, interest rates and yield curves observable at commonly quoted
intervals).

►     Inputs that are derived principally from, or corroborated by,
observable market data by correlation or other means (market-corroborated
inputs).

 

Level 3 - Inputs for the asset or liability that are not based on observable
market data (unobservable inputs).

 

The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety. If a
fair value measurement uses observable inputs that require significant
adjustment based on unobservable inputs, that measurement is a Level 3
measurement. Assessing the significance of a particular input to the fair
value measurement in its entirety requires judgement, considering factors
specific to the asset or liability.

 

                             Level 1  Level 2  Level 3  Total
                             £'000    £'000    £'000    £'000
 31 August 2024 (Unaudited)
 Quoted on the Main Market   1,298    -        -        1,298
 Traded on AIM               870      -        -        870
 Unquoted Loan Notes         -        -        275      275
                             2,168    -        275      2,443
 29 February 2024 (Audited)
 Quoted on the Main Market   4,574    -        -        4,574
 Traded on AIM               15,505   -        -        15,505
 Unquoted Loan Notes         -        -        275      275
                             20,079   -        275      20,354
 31 August 2023 (Unaudited)
 Quoted on the Main Market   5,082    -        -        5,082
 Traded on AIM               21,872   -        -        21,872
 Unquoted Equity             -        -        829      829
 Unquoted Loan Notes         -        -        4,349    4,349
                             26,954   -        5,178    32,132

 

There were no transfers between Level 1 and Level 2 during the period.

A reconciliation of fair value measurements in Level 3 is set out in the table
below.

 

                                                                             (Unaudited)       (Unaudited)       (Audited)
                                                                             Six months ended  Six months ended  Year ended

31 August 2024
31 August 2023
29 February 2024
                                                                             £'000             £'000             £'000
 Opening balance                                                             275               4,923             4,923
 Purchases                                                                   -                 500               500
 Sales proceeds                                                              -                 (103)             (207)
 UK Fixed interest income at fair value through profit or loss               -                 22                12
 Receipt of UK fixed interest income                                         -                 (11)              (27)
 Impairment of accrued loan note interest receivable                         -                 -                 (451)
 Total gains/(losses) included in losses on investments in the Statement of
 Comprehensive Income:
  - on assets sold                                                           -                 3                 7
  - on assets held at the period end                                         -                 (156)             (4,482)
 Closing balance                                                             275               5,178             275

 

9.    Significant Interests

As at 31 August 2024, the Company held interests amounting to 3% or more of
the equity in issue by the following investee companies.

                                                 % of investee

                                                 company
 Digitalbox plc                                  19.50%
 Real Good Food Company plc (in administration)  7.52%

 

10.  Dividends paid in the period

                                                                       Six months ended  Year ended

31 August 2024

                 29 February 2024
                                                                       £'000

                                                                                         £'000
 Dividends paid during the period:
 First special interim dividend 30p per share - paid 26 April 2024     13,983            -
 Second special interim dividend 12p per share - paid 21 June 2024     5,477             -
 Third special interim dividend 17.5p per share - paid 18 July 2024    7,988             -
 Fourth special interim dividend 2.2p per share - paid 23 August 2024  1,004             -
 Total                                                                 28,452            -

The Directors did not recommend the payment of a final dividend for the year
ended 28 February 2024.

 

11.  Post Balance Sheet Event

On 22 October 2024, your board declared a further dividend of 2.2p per share
payable on 22 November 2024 to shareholders on the register at 1 November
2024. The ex-dividend date will be 31 October 2024.

 

Interim Management Report

The directors are required to provide an interim management report in
accordance with the UK Listing Authority's Disclosure and Transparency Rules
('DTR'). They consider that the Chairman's Statement and the Investment
Manager's Report of this Half-Yearly Financial Report, the following
statements on principal risks and uncertainties; related party transactions;
and basis other than going concern, together with the directors'
Responsibilities Statement below together constitute the interim management
report for the company for the period ended 31 August 2024.

 

The company is required to make the following disclosures in its Half-Yearly
Financial Report.

 

Principal Risks and Uncertainties

The principal risks faced by the company fell into the following broad
categories: investment performance; operational; financial; and legal and
compliance. The board reported on the principal risks and uncertainties faced
by the company in the Annual Report for the year ended 29 February 2024.
Information on each of these areas can be found in the strategic report on
pages 34 to 37 and in note 14 on pages 79 to 82 of the Annual Report available
on the company's website at www.downingstrategic.co.uk/
(https://www.downingstrategic.co.uk/) .

 

Related Party Transactions

During the first six months of the current financial year, no transactions
with related parties have taken place which have materially affected the
financial position or performance of the company during the period.

 

Basis other than going concern

As stated on page 32 of the 2024 Annual Report, at a General Meeting of the
company held on 28 February 2024 shareholders voted to adopt a new investment
policy and the Company will be managed with the intention of realising all
remaining assets in the Company's portfolio in a prudent manner consistent
with the principles of good investment management and with a view to returning
cash to shareholders in an orderly manner. Once this process has been
completed the directors' intention would be to place the company into
liquidation. Given this, the Financial Statements have been drawn up on a
basis other than that of a going concern.

 

In preparing the Financial Statements on a basis other than that of a going
concern the following amendments have been made:

 

1) As the investments are expected to be realised within 12 months from the
reporting date, they have been reclassified from non-current to current
assets. The board has concluded that no adjustments to the value of
investments is required and that the bid price remains appropriate.

 

2) A provision for the costs of liquidation of £25,000 has been made.

 

Directors' Responsibility Statement

The directors confirm that, to the best of their knowledge, the condensed set
of financial statements contained within the Half-Yearly Financial Report has
been prepared in accordance with International Accounting Standard 34 "Interim
Financial Reporting" and the Half-Yearly Financial Report includes a fair
review of the information required by:

 

►     DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the year; and

 

►     DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place during the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period, and any changes in
the related party transactions described in the last annual report that could
do so.

 

Hugh Aldous

Chairman

22 October 2024

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