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RNS Number : 7451J  Worsley Investors Limited  15 December 2022

15 December 2022

 

 

Worsley Investors Limited

(the "Company")

 

Half Year Report for the six months ended 30 September 2022

 

The Company is pleased to announce the release of its half year report and
unaudited consolidated financial statements for the six months ended 30
September 2022 (the "Half Year Report"). A copy of the Half Year Report will
be posted to shareholders and will be available to view on the Company's
website shortly at: www.worsleyinvestors.com (http://www.worsleyinvestors.com)

 

For further information, please contact:

 

Worsley Associates LLP (Investment Advisor)

Blake Nixon

Tel:       +44 (0) 203 873 2288

 

Shore Capital (Financial Adviser and Broker)

Robert Finlay / Anita Ghanekar

Tel:       +44 (0) 20 74080 4090

 

Sanne Fund Services (Guernsey) Limited (Administrator and Secretary)

Chris Bougourd / Matt Falla

Tel:       +44 (0) 1481 737600

 

LEI: 213800AF85VEZMDMF931

 

 

Performance Summary

                                    30 September 2022  31 March 2022  % change

 Net Asset Value ("NAV") per share  40.24p             39.91p         0.83%
 Share price(1)                     23.20p             27.70p         -16.25%
 Share price discount to NAV        42.35%             30.59%

 

                        Six month period    Six month period

                        ended               ended

30 September 2022

                                            30 September 2021
 Earnings per share(2)  -0.62p              0.95p

 

 Total return                               Six month period ended  Six month period ended

30 September 2021
                                            30 September 2022
 NAV Total Return(3)                        0.83%                   3.11%
 Share price Total Return(4)
 - Worsley Investors Limited                -16.25%                 10.00%
 - FTSE All Share Index                     -8.31%                  7.95%
 - FTSE Real Estate Investment Trust Index  -33.24%                 11.86%

 

Worsley Associates LLP ('Worsley Associates') was appointed on 31 May 2019 as
Investment Advisor (the "Investment Advisor") to Worsley Investors Limited
(the "Company"). On 28 June 2019, the current Investment Objective and Policy,
which are set out as below, were adopted.

 

Past performance is not a guide to future performance.

(1) Mid-market share price (source: Shore Capital and Corporate Limited).

(2) Earnings per share based on the net loss for the period of £0.209 million
(30 September 2021: net profit for the period of £0.321 million) and the
weighted average number of Ordinary Shares in issue during the period of
33,740,929 (30 September 2021: 33,740,929).

(3) NAV Total Return is a measure showing how the NAV per share has performed
over a period of time, taking into account both capital returns and any
dividends paid to shareholders.

(4) A measure showing how the share price
(https://www.theaic.co.uk/aic/glossary/S?item=1057)  has performed over a
period of time, taking into account both capital returns and any dividends
paid to shareholders.

Source: Worsley Associates LLP and Shore Capital and Corporate Limited

Chairman's Statement

The Company achieved a positive NAV net return of +0.8% over the six months.
Within that, the total return on the capital invested over the period in our
equity portfolio was -1.7%.  Both of these compare very favourably to the
wider market returns on both UK equities and real estate investment companies
and particularly on smaller company equities, which significantly
underperformed larger company shares.  Over the period, the total return on
the FTSE All Share Index was -8.3%, on the FTSE Small Capitalisation Index
-13.9% and on the FTSE Real Estate Investment Trust Index -33.2%.  Of course,
our portfolio is invested to achieve absolute returns and not to track or
outperform a particular index but equally we cannot completely divorce
ourselves from the market context -- especially where market movements are
dominated by short term stresses rather than the operational performances of
our specific investees, which tend to assert themselves over longer
timescales.  It was particularly frustrating to see the prices of a number of
our investments retreat even though the companies themselves were proceeding
according to expectations or indeed exceeding them.

The Company's main asset continues to be the Curno cinema. As shareholders
will recall, this is let under a long lease with a little less than 13 years
unexpired to a subsidiary of UCI, one of the largest global cinema
operators.  The lease benefits from an annual upwards-only indexation to
Italian CPI, which up to the end of November had risen by just over 11% since
the end of 2021.  Assuming that the consumer price index does not fall over
the final two months of 2022, then the gross rental income for 2023 will
increase by €107,000 to €1.057 million.  Once again, in valuing the
cinema for the purposes of these financial statements, the independent valuer
felt it appropriate to increase further the implied yield, the corollary of
which is a further reduction in the local currency value of the property.
The combination of the increasing rental flow and the reduced valuation
appraisal means that the prospective yield on the 2023 passing rental will be
in excess of 12.4% on the basis set out above.

At our corporate level, the most frustrating short-term aspect was that this
relatively good investment performance did not translate into a
correspondingly good share price performance for our shareholders.  Although
our NAV per share increased over the quarter, the share price fell from 27.7
pence per share to 23.2 pence per share, which meant that the discount widened
from 30.6% to 42.3%.  As a very small company, it is to be expected that our
share price recovery will lag the wider market recovery and the Board will
continue to monitor this closely.  In the meantime, we believe that the
Company's shares represent compelling value, especially given the prospective
returns on our assets, some of which is already playing out.

I am pleased to say that the share prices of several of our principal equity
exposures, such as Smiths News and Amadeo Air Four Plus, have recovered
strongly since the period end.  More detail is given in the Investment
Advisor's Report on the following pages.  The significant increase in
dividends with, we believe, more to come, together with the prospective rental
on Curno will serve to enhance the Company's already strong cash flow.

Outlook

In many ways, the outlook as at the time of writing this report is very much
the same as when we published last year's financial statements in mid-July.
The Ukrainian war grinds on, China is only now starting to move away from a
zero-Covid policy with the consequent disruption to global supply chains,
while in the West Covid is fading from the day-to-day lives of most people.
Inflation remains elevated but likely to plateau soon before falling back as
the pre-Ukrainian war price index levels drop out of the trailing 12-month
comparison and interest rate normalisation continues apace.  Domestically, in
the sense that the UK is the home market for our core equity strategy, we had
a truly astonishing quarter with three prime ministers in quick succession.
The short-lived Truss administration in its public pronouncements had clearly
not appreciated the extent to which the supposedly staid UK pension fund
industry had in fact been running highly-leveraged derivative strategies.  I
shall refrain from commenting on whether or not such strategies are truly
appropriate but, in the circumstances, it is hardly surprising that the Bank
of England was forced to intervene in markets with liquidity on a massive
scale to ensure stability.  The repudiation of the Truss pro-growth and low
tax policies by the Sunak administration has brought a degree of market
recovery, but the prospect of rising taxes, lower growth and squeezed living
standards will inevitably restrain general market performance.

That said, we do not invest in market averages but rather in specific
companies and so we are confident that with struggling indices the scope for
positively-differentiated performance is improving. With Curno, we are
fortunate to enjoy a strong cash flow, no debt to service nor covenants to
adhere to.  A prospective income yield approaching 12.5% from a good covenant
with a long lease and inflation protection should provide a return in excess
of general market levels until such time as confidence returns to local
potential purchasers who value the secure cash flow as we do. We are under no
compulsion to sell.

The performance of our investee companies and the simple arithmetic at Curno
continues to validate the Worsley strategy and underpins our confidence for
future prospects.  The Company's share price performance and widening
discount over the six months, albeit on very little traded volume, was
disappointing and it has brought the Company's share price to a 43% discount
on an NAV which is itself pregnant with unrealised value.   We believe that
this is a compelling proposition.

Once again and on behalf of the Board, I would like to thank our Investment
Advisor, Worsley Associates LLP, for the steady progress they have made in
developing our portfolio and to thank you, our shareholders, for your
continuing support.

W. Scott

Chairman

14 December 2022

 

Investment Advisor's Report

Investment Advisor

The Investment Advisor, Worsley Associates LLP, is regulated by the FCA and is
authorised to provide investment management and advisory services.

In the period under review, the equities portfolio continued to be around 90%
invested, and the Investment Advisor has concentrated on portfolio development
and oversight of the management of the Curno cinema, investor interest in
which has been very affected by Italy's protracted exit from COVID-19
restrictions and the economic fallout from the conflict in Ukraine.

Curno Cinema Complex

The Group's Italian multiplex cinema complex, located in Curno, on the
outskirts of Bergamo, is let in its entirety to UCI Italia S.p.A. ("UCI").

The cinema lease documentation remains as amended in June 2020.

The key rental terms of the lease, which has a final termination date of 31
December 2042, are:

Base Rent

1 April 2022 to 31 December 2022 - €949,770 per annum.

From 1 January 2022, at which point it increased by 3.8%, base rental is
indexed annually to 100% of the Italian ISTAT Consumer Index on an
upwards-only basis. The ISTAT Consumer Index in the eleven months to 30
November has already risen 11.3%.

Variable Rent

Incremental rent is payable at the rate of €1.50 per ticket sold above a
minimum threshold of 350,000 tickets per year up to 450,000 tickets per year,
rising in 50,000 ticket stages above this level up to €2.50 per extra
ticket.

Tenant Guarantee

The lease benefits from a rental guarantee of an initial €13 million,
reducing over 15 years to €4.5 million, given by a U.K. domiciled
intermediate holding company for the UCI group's European operations, United
Cinemas International Acquisitions Limited, which has latest published
shareholders' funds of £308.8 million.

Tenant break option

UCI has the right to terminate the lease on 30 June 2035.

Trading

The cinema was open throughout the period. The requirement for COVID-19 passes
was lifted on 30 April and that for the wearing of masks ceased on 15 June.

Ticket sales in the first quarter were subdued, with a paucity of 'medium
size' films and few releases of local Italian films. However, as the period
progressed the restored ability post COVID-19 to sell food and beverages
benefited total revenue per customer. The industry saw soft trading in August
and September with a dearth of big movie releases. There is a much more robust
film slate in the third quarter and post 30 September ticket sales have picked
up well.

Rentals were current throughout the half.

Valuation

As at 30 September 2022, the Group's independent asset valuer, Knight Frank
LLP, fair valued the Curno cinema at €8.5 million (31 March 2022: €8.7
million), and this figure has been adopted in these Financial Statements.

Since the June 2020 lease amendment, the Board's expectation has been that the
valuation of the Curno cinema would increase once the enhanced rental began to
be generated by the property from 1 March 2021 onwards. The current rental is
some 14% higher than the pre amendment level and, based on 2022 Italian
inflation to date, this is set to increase to an increment of over 25% on 1
January 2023.

Nevertheless, the valuer during the half has chosen to increase the yield at
which it capitalised the rental stream by 0.25%, which was had the effect of
reducing the valuation by some 2.3%. This increased conservativism follows an
across the board increase in European rental yields in reaction to the
Ukrainian conflict and the yield continues to reflect the fact that there is
still very limited market evidence upon which to rely.

Notwithstanding the cinema now being fully free from all COVID-19 constraints,
the conflict in Ukraine has had the proximate impact of causing potential
investors to pause for thought and to await developments. The Group will
retain the Curno cinema until a disposal can be effected at a price which the
board believes properly reflects its medium term prospects.

Investment Strategy

The Investment Advisor's strategy allies the taking of holdings in British
quoted securities priced at a deep discount to their intrinsic value, as
determined by a comprehensive and robust research process. Most of these
companies will have smaller to mid-sized equity market capitalisations, which
will in general not exceed £600 million. It is intended to secure influential
positions in such British quoted securities, with the employment of activism
as necessary to drive highly favourable outcomes.

Since the annual report, U. K. political manoeuvrings, and their impact on
monetary policy, have replaced inflation concerns as the largest influence on
the U.K. market.

At the end of August, the US Federal Reserve Chair's uncompromising speech
regarding its approach to rampant US inflation sent the British stock market,
which had been enjoying a rally on positive economic news, sharply into
reverse. A modest recovery was then seen after the new Prime Minister,
Elizabeth Truss, announced a multibillion pound Government support package to
limit increases in domestic energy prices.

Events took an extraordinary turn on 22 September when the Bank of England
('BoE') disappointed the U.K. gilt market, raising base rates by 0.50%,
significantly less than the market had been expecting. The next day the new
Government released its mini-budget, which sought to rekindle growth, but
involved very substantial unfunded reversals of tax increases. Pounds sterling
hit a 37-year low against the US dollar, 30-year gilt yields rose
precipitously and the U.K. stock market slumped abruptly.

At that point, the BoE announced details of a £40 billion intervention to
stabilise the gilt market, which had been suffering an extreme liquidity
squeeze as large pension funds faced multibillion pound margin calls on their
leveraged derivative exposure to plummeting long gilts. News of the
intervention caused an immediate easing of gilt yields, and  the share market
recovered accordingly.

However, in the following week or so a resurgence of inflation fears saw
transatlantic bond yields kick back up. This, allied to negative U.K. growth
prognostications from the International Monetary Fund, resulted in another
sharp fall in U.K. equities and two days later, Kwasi Kwarteng, the Chancellor
of the Exchequer, was sacked and replaced by Jeremy Hunt.

Sentiment altered dramatically on these developments and the British share
market began to swing upwards. Momentum for this was strengthened on 20
October when Truss was forced to resign as Prime Minister, being replaced the
following Monday by Rishi Sunak. After a brief dip on higher than expected
U.K. inflation figures, the Autumn Statement restored the underlying uptrend,
and the market strength has broadly continued since.

During the short-lived Truss administration, U.K. base rates were forecast to
increase to a level of over 6%, but the outlook has softened on subsequent
news, with a peak level of 4.5% or so now foreseen for mid-2023. Reflecting
this, the overall U.K. stock market, which had delivered a total return of
minus 8.3% in the six months to 30 September, was, as of the close on 12
December, some 5.7% above its level at the time of the mini-budget.

In the Company's target universe of British smaller companies, the total
return over the six months to 30 September was minus 13.9%. Share prices in
this section of the market, after further precipitous falls in the first
fortnight of October, have also recovered, albeit less strongly, ending up
approximately 0.9% over the last two and a half months.

The Company's portfolio has remained quite fully invested during the half.
This includes a previously undisclosed holding of some 2.5% of the Group's Net
Assets in Daniel Thwaites PLC ('THW'). THW is an English company whose shares
are traded on the Aquis Exchange unlisted market. THW has a market
capitalisation of £60.3 million and, following the sale of its Blackburn
brewery in 2015, the group trades principally through two divisions. The pub
division owns a portfolio of around 215 tenanted pubs, together with a number
of managed inns, largely located in the North West of England. 'The House of
Daniel Thwaites' operates 10 hotels situated across England. The vast majority
of THW's sites are owned freehold. The shares at 102.5p sell at a very
substantial discount to their stated NAV/share as at 30 September of some
£3.82.

The largest portfolio position continues to be a shareholding in excess of 4%
in Smiths News plc, England's major distributor of newspapers and magazines.
In early November, Smiths News published its 2022 preliminary results, which
revealed slightly reduced profitability, very strong 'one shot' (in particular
football and Pokémon trading cards) sales, modest ongoing reorganisation
costs, and robust debt reduction, which continued to exceed expectations. The
shares, after modest progress in the first three months of our reporting
period, for most of the second quarter resumed their underperformance of the
previous year, so the Company took the opportunity to increase its holding at
the depressed prices. Post period end the shares have recovered well, being up
circa 60% from their recent trough.

The holding In Amedeo Air Four Plus Limited ('AA4') is unchanged. In early
October, after continued improvement in the hours flown by the group's
aircraft operated by Thai Air, its board announced a 20% increase in the
annual dividend to six pence per share. Once Thai Air trading has fully
normalised, there is scope to return by way of capital return the £15 million
held by AA4 as a capital buffer, and to increase further the level of annual
dividend. The shares have performed very well subsequent to the dividend
announcement.

The Northamber plc shareholding was increased further in the half year (and
since has been raised to over 5% of the company) and that in Shepherd Neame
Limited was also topped up. Preliminary (less than 2% of Net Assets) holdings
are also held in 9 other companies. During the second half, we exited our
Hurricane Energy bonds, as previously reported and sold down another three
holdings, crystallising substantial gains over their cost. One new position
was initiated.

Following the strong recovery since 30 September, the Company's portfolio as
at 1 December 2022 had a total cost of £4.53 million and a combined market
value of £7.00 million, and comprised 15 stocks. The surplus on the portfolio
was a little over 54% of cost, and the annualised return on capital invested
since the new strategy was adopted remains very acceptable and at the time of
writing remains in excess of 30%.

Results for the six month period

Cash revenue from Curno for the period to 30 September 2022 was €474,900
(£405,000) (30 September 2021: €457,500 (£393,000)). There were no rental
holidays in either period and the increase reflected the inflationary rental
adjustment, from 1 January 2022, which applied throughout the current half.

Property expenses, mainly local Curno property taxes, of some €86,000
(£73,000) ((30 September 2021: €85,000 (£73,000)), were incurred.

General and administrative expenses of £260,000 (30 September 2021:
£267,000) were slightly lower than the 2021 run rate, and were in line with
expectations. Administration expenses at Multiplex 1 SRL, our Italian
subsidiary, in the absence of one-off projects were significantly lower in the
half, but Group general expenses were somewhat higher, which mainly reflected
elevated registry costs. Those were unusually high in the period, in part
owing to timing, but also abnormal costs relating to FATCA and CRS reporting.
In a reversal from the previous year, the reduction in the independent
valuation of the cinema led to a decrease in AUM-based costs in the current
half.

Transaction charges incurred on equity acquisitions were £4,000 (30 September
2021: £2,000), mirroring a more usual level of activity than in the
corresponding half last year.

We continue to expect that the Group's ongoing operating costs in the full
year will be similar to the 2022 level. Prior to the ultimate sale of Curno
there is limited scope for significant reduction in the overall cost base.

The equities portfolio suffered a small downturn in the first quarter before a
comparable reduction in the second, resulting for the half as a whole in a
£446,000 net investment mark-to-market reduction (30 September 2021:
£185,000 gain). Investment Income for the half, predominantly dividends, was
£203,000 and net investment gains realised added £168,000. In consequence,
the total return on capital invested in the portfolio over the half came out
at minus 1.7%.

Taxation is payable on an ongoing basis on Italian income and in Luxembourg.
For the half, an Italian operating tax charge of £36,000 (30 September 2021:
£14,000) was incurred. In addition, irrecoverable VAT in Luxembourg of some
£3,000 was suffered.

The outlook continues to be for operating cash flow (that is prior to
allowance for equity income) to be broadly neutral on an ongoing basis.

Net Assets at 30 September 2022 were £13.577 million, which compares with the
£13.466 million contained in the 31 March 2022 Annual Report. The increase
arose from the loss in the half of £209,000, of which £170,000 (€200,000)
related to the reduction in the Euro valuation of the Curno property, being
more than offset by a £320,000 increase in the pounds sterling fair value of
Euro-denominated assets, principally the property.

Financial Position

The Group's Statement of Financial Position improved in the period, with
£676,000 in cash held at 30 September 2022 and no debt. Augmented by the
ample secondary liquidity of the equity portfolio and positive ongoing cash
flows the financial position continues to be robust.

In due course the sale of the Curno cinema will provide significant additional
resources for equity investment.

Euro

As at 30 September 2022, circa 55.4% of Net Assets (31 March 2022: 55.2%) are
denominated in Euros, and the Curno property represented some 53.3% of Total
Assets (31 March 2022: 52.6%). The pounds sterling Euro cross rate moved
slightly during the period from 1.187 as at 31 March 2022 to 1.139 as at 30
September 2022. This cross rate will remain a potentially significant
influence on the level of Group Net Assets until Curno's disposal.

Outlook

Despite a tightening in monetary conditions mid-year, by August U.K. long term
gilt yields were standing at levels which bore little relationship to the
obvious path of short term interest rates. British equities were thus highly
vulnerable to the gilt market catching up with events, which occurred with
breakneck speed following the mini-budget in late September.

Nevertheless, U.K. stock market prices have recovered well to close at
considerably above their opening level at the beginning of July, in what would
appear to be a positive endorsement of the new U.K. Government.

It seems clear that the direct impact of COVID-19 is now behind us. That said,
there is little doubt that in respect of recent unbridled inflation it
provided the fuel which was ignited by the Russian crisis in Ukraine.

Cinemas in Italy are no longer subject to operational constraints, and our
rentals are current. However, the spiralling cost of living in Italy has fed
into substantial rises in medium-term financing costs for cinema investors,
almost all of whom employ leverage. This in turn has heavily diminished the
prospects of a near turn disposal. In the meantime, the asset is an excellent
generator of inflation protected cash flow for the Group.

Although the British stock market now seems to be discounting the major impact
of inflation on U.K. company earnings, we believe the full, sustained, impact
of normalised interest rates on overall demand in the economy is yet to be
seen. Recent pronouncements by some U.K. companies that they are seeing the
beginnings of recovery therefore appear to us to be somewhat premature.

As we foreshadowed in the Annual Report, during the period numerous negative
trading updates were announced by British companies. In consequence, numerous
smaller stocks have, unsurprisingly, seen their prices fall abruptly.

While care must be taken to avoid the vast majority of situations where such
drops are well justified, there is inevitably a proportion of stocks which
during such downgrades become seriously mispriced. Such conditions have
historically proven rich hunting grounds for our strategy and others like it.

The Company's equity portfolio is well founded, and notwithstanding the
economic headwinds it remains well placed to prosper.

Worsley Associates LLP

14 December 2022

 

Interim Management Report

A description of the important events which have occurred during the first six
months of the financial year and their impact on the performance of the
Company as shown in the Financial Statements is given in the Chairman's
Statement, the Investment Advisor's Report and the Notes to the Financial
Statements and are incorporated here by reference.

Statement of principal risks and uncertainties

The Board is responsible for the Company's system of internal controls and for
reviewing its effectiveness. The Board, through its Risk Committee, has
carried out a robust assessment of the principal risks and uncertainties
facing the Company, using a comprehensive risk matrix as the basis for
analysing the Company's system of internal controls while monitoring the
investment limits and restrictions set out in the Company's investment
objective and policy.

The principal risks assessed by the Board relating to the Company were
disclosed in the Annual Financial Report for the year ended 31 March 2022. The
principal risks disclosed include investment risk, operational risk,
accounting, legal and regulatory risk, financial risks, foreign exchange risk
and COVID-19. A detailed explanation of these can be found on page 18 of the
Annual Financial Report. The Board and Investment Advisor do not consider
these risks, other than that in respect of COVID-19, which has abated, to have
changed materially during the six months ended 30 September 2022 and they are
not expected to change in the remainder of the financial year.

Going concern

The Directors, at the time of approving the Financial Statements, have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the next 12 months. The lease income generates
enough cash flows to pay on-going expenses. The Directors have considered the
cash position and performance of the current capital invested of the Group and
concluded that it is appropriate to adopt the going concern basis in the
preparation of these Financial Statements.

 

Going concern is assessed over a minimum period of 12 months from the approval
of these Financial Statements. The Board considers there to be no material
uncertainty owing to the fact that the Group currently has no borrowing,
retains a significant cash balance and that the Company's equity investments
comprise predominantly readily realisable securities.

 

Interim Report is Unaudited

This Interim Report has not been audited, nor reviewed by auditors pursuant to
the Auditing Practices Board guidance on Review of Interim Financial
Information.

Responsibility Statement

We confirm to the best of our knowledge that:

·      the Condensed Unaudited Interim Financial Statements have been
prepared in accordance with International Accounting Standard 34 'Interim
Financial Reporting'; as required by Disclosure Guidance & Transparency
Rule ("DTR") 4.2.4R of the UK's Financial Conduct Agency ("FCA"); and

 

·      the Interim Management report includes a fair review of the
information required by:

 

(a)   DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events which 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 and Transparency Rules, being related party
transactions which have taken place in the first six months of the current
financial year and which 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 which could do so.

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website, and for
the preparation and dissemination of financial statements. Legislation in
Guernsey governing the preparation and dissemination of financial statement
may differ from legislation in other jurisdictions.

 
On behalf of the Board
W. Scott
Chairman
14 December 2022

 

Condensed Unaudited Consolidated Statement of Comprehensive Income

For the six months ended 30 September 2022

 

                                                                                                                        For the six month period to      For the six month period to

                                                                                                                        30 September 2022                30 September 2021
                                                                                                                        (Unaudited)                      (Unaudited)
                                                                                                             Notes      £000s                            £000s

                                     Gross property income                                                   3 & 6      380                              369
                                     Property operating expenses                                             3 & 6      (73)                             (73)

 Net property income                                                                                                    307                              296

                                     Net (loss)/gain on investments at fair value through profit or loss     7          (75)                             275
                                     Unrealised valuation loss on investment property                                   (170)                            -
                                     Lease incentive movement                                                3          25                               24
                                     Other income                                                                       -                                7
                                     General and administrative expenses                                     4          (260)                            (267)
 Operating (loss)/profit                                                                                                (173)                            335

 (Loss)/profit before tax                                                                                               (173)                            335
 Income tax expense                                                                                                     (36)                             (14)
 (Loss)/profit for the period                                                                                           (209)                            321

 Other comprehensive income
                   Foreign exchange translation gain                                                                    320                              113
 Total items which are or may be reclassified to profit or loss                                                         111                              434

 Total comprehensive profit for the period                                                                              111                              434

 Basic and diluted (loss)/earnings per ordinary share (pence)                                                5          (0.62)                           0.95

 

The accompanying notes form an integral part of these Financial Statements

Condensed Unaudited Consolidated Statement of Changes in Equity

For the six months ended 30 September 2022

                                   Revenue reserve  Distributable reserve                             Total equity

                                                                           Foreign currency reserve
                                   (Unaudited)      (Unaudited)            (Unaudited)                (Unaudited)
                                   £000s            £000s                  £000s                      £000s

 Balance at 1 April 2022           (45,477)         47,263                 11,680                     13,466
 Loss for the period               (209)            -                      -                          (209)
 Other comprehensive income        -                -                      320                        320
 Balance at 30 September 2022      (45,686)         47,263                 12,000                     13,577

 

For the six months ended 30 September 2021

                                   Revenue reserve  Distributable reserve                             Total equity

                                                                           Foreign currency reserve
                                   (Unaudited)      (Unaudited)            (Unaudited)                (Unaudited)
                                   £000s            £000s                  £000s                      £000s

 Balance at 1 April 2021           (44,972)         47,263                 11,728                     14,019
 Profit for the period             321              -                      -                          321
 Other comprehensive income        -                -                      113                        113
 Balance at 30 September 2021      (44,651)         47,263                 11,841                     14,453

 

The accompanying notes form an integral part of these Financial Statements

Condensed Unaudited Consolidated Statement of Financial Position

As at 30 September 2022

                                                                                       30 September 2022    31 March 2022
                                                                                       (Unaudited)          (Audited)
                                                                                Notes  £000s                £000s
 Non-current assets
                         Investment property                                    6      6,678                6,550
                         Lease incentive                                               785                  778
 Total non-current assets                                                              7,463                7,328

 Current assets
                         Cash and cash equivalents                                     676                  576
                         Investments held at fair value through profit or loss  7      5,816                5,973
                         Trade and other receivables                            8      36                   34
                         Tax receivable                                                14                   52
 Total current assets                                                                  6,542                6,635

 Total assets                                                                          14,005               13,963

 Non-current liabilities
                         Deferred tax payable                                          75                   72
 Total non-current liabilities                                                         75                   72

 Current liabilities
                         Trade and other payables                               9      212                  254
                         Tax payable                                                   141                  171
 Total current liabilities                                                             353                  425

 Total liabilities                                                                     428                  497

 Total net assets                                                                      13,577               13,466

  Equity
                         Revenue reserve                                               (45,686)             (45,477)
                         Distributable reserve                                         47,263               47,263
                         Foreign currency reserve                                      12,000               11,680

 Total equity                                                                          13,577               13,466

 Number of ordinary shares                                                             33,740,929           33,740,929

 Net asset value per ordinary share (pence)                                     11     40.24                39.91

 

The Financial Statements were approved by the Board of Directors and
authorised for issue on 14 December 2022. They were signed on its behalf by:
 

W.
Scott

Chairman

 

The accompanying notes form an integral part of these Financial Statements

Condensed Unaudited Consolidated Statement of Cash Flows

For the sixth months ended 30 September 2022

                                                                                                                    For the six month period to      For the six month period to

                                                                                                                    30 September 2022                30 September 2021
                                                                                                                    (Unaudited)                      (Unaudited)
                                                                                               Notes                £000s                            £000s

 Operating activities
                     (Loss)/profit before tax                                                                       (173)                            335
                     Adjustments for:
                     Net loss/(gain) on investments held at fair value through profit or loss  7                    75                               (275)
                     Investment income                                                                              203                              66
                     Unrealised valuation loss on investment property                                               170                              -
                     (Increase)/decrease in trade and other receivables                                             (32)                             168
                     Increase in provisions                                                                         -                                1
                     Decrease in trade and other payables                                                           (42)                             (23)
                     Purchase of investments held at fair value through profit or loss         7                    (533)                            (529)
                     Sale of investments held at fair value through profit or loss             7                    412                              80
 Net cash from/(used in) from operations                                                                            80                               (177)

                     Tax (paid)/received                                                                            (27)                             65
 Net cash inflow/(outflow) from operating activities                                                                53                               (112)

                     Effects of exchange rate fluctuations                                                          47                               44
 Increase/decrease in cash and cash equivalents                                                                     100                              (68)

                     Cash and cash equivalents at start of the period                                               576                              486
 Cash and cash equivalents at the period end                                                                        676                              418

 

The accompanying notes form an integral part of these Financial Statement

 

1. Operations

Worsley Investors Limited (the "Company") is a limited liability, closed-ended
investment company incorporated in Guernsey. The Company historically invested
in commercial property in Europe which was held through Subsidiaries. The
Company's current investment objective is to provide Shareholders with an
attractive level of absolute long-term return, principally through the capital
appreciation and exit of undervalued securities. The existing real estate
asset of the Company will be realised in an orderly manner, that is with a
view to optimising the disposal value of such asset.

The Condensed Unaudited Consolidated Financial Statements (the "Financial
Statements") of the Company for the period ended 30 September 2022 comprise
the Financial Statements of the Company and its Subsidiaries (together
referred to as the "Group").

Worsley Associates LLP was appointed on 31 May 2019 as Investment Advisor to
the Company.

 

Please refer to the Investment Policy below. The Company's registered office
is included below.

 

2. Significant accounting policies

Basis of preparation

These Financial Statements have been prepared in accordance with International
Accounting Standard ("IAS") 34 'Interim Financial Reporting' as required by
DTR 4.2.4R, the Listing Rules of the London Stock Exchange and applicable
legal and regulatory requirements. They do not include all the information and
disclosures required in Annual Financial Statements and should be read in
conjunction with the Company's last Annual Report and Audited Consolidated
Financial Statements for the year ended 31 March 2022.

The same accounting policies and methods of computation are followed in the
Interim Financial Report as compared with the most recent Annual Financial
Statements for the year ended 31 March 2022.

Going concern

The Directors, at the time of approving the Financial Statements, have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the next 12 months. The lease income generates
enough cash flows to pay on-going expenses. The Directors have considered the
cash position and performance of the current capital invested of the Group and
concluded that it is appropriate to adopt the going concern basis in the
preparation of these Financial Statements.

 

Going concern is assessed over a minimum period of 12 months from the approval
of these Financial Statements. The Board consider there to be no material
uncertainty owing to the fact that the Group currently has no borrowing,
retains a significant cash balance and that the Company's equity investments
comprise predominantly readily realisable securities.

 

3. Gross property income

Gross property income for the period ended 30 September 2022 amounted to
£0.380 million (30 September 2021: £0.369 million). The Group leases out its
investment property under an operating lease which is structured in accordance
with local practices in Italy. The Group's lease agreement in place as at 30
September 2022 was unchanged from that disclosed in the Company's Audited
Annual Financial Statements for the year ended 31 March 2022.

Property income

                                                       30 September 2022  30 September 2021
                                                       £000s              £000s
                                                       (Unaudited)        (Unaudited)

 Property income received (gross of lease incentives)  405                393
 Straight-lining of lease incentives                   (25)               (24)
 Property income                                       380                369

 

Expense from services to tenants, other property operating and administrative
expenses

                                                                              30 September 2022  30 September 2021
                                                                              £000s              £000s
                                                                              (Unaudited)        (Unaudited)

 Property expenses arising from investment property which generates income    73                 73
 Total property operating expenses                                            73                 73

There were no property expenses arising from investment property which did not
generate income.

4. General and administrative expenses

                                                    30 September 2022  30 September 2021
                                                    £000s              £000s
                                                    (Unaudited)        (Unaudited)
 Administration fees                                54                 60
 General expenses                                   37                 31
 Audit fees                                         25                 22
 Legal and professional fees                        9                  17
 Directors' fees (note 13)                          23                 23
 Insurance costs                                    14                 12
 Corporate broker fees                              13                 13
 Investment Advisor fees (note 13)                  85                 89
 Total                                              260                267

 

5. Basic and diluted earnings per ordinary share (pence)

The basic and diluted earnings per share for the Group is based on the net
loss for the period of £0.209 million (30 September 2021: net profit of
£0.321 million) and the weighted average number of Ordinary Shares in issue
during the period of 33,740,929 (30 September 2021: 33,740,929). There are no
instruments in issue which could potentially dilute earnings or loss per
Ordinary Share.

6. Investment property

                                                                            6 months ended     Year ended
                                                                            30 September 2022  31 March 2022
                                                                            (Unaudited)        (Audited)
                                                                            £000s              £000s
                                                                            7,328              8,170

Valuation of investment property before lease incentive adjustment

at beginning of period/year
 Fair value adjustment                                                      (170)              (770)
 Foreign exchange translation                                               305                (72)
  Independent external valuation                                            7,463              7,328
 Adjusted for: Lease incentive*                                             (785)              (778)
 Fair value of investment property at the end of the period/year            6,678              6,550

 

Valuation of investment property before lease incentive adjustment

at beginning of period/year

7,328

8,170

Fair value adjustment

(170)

(770)

Foreign exchange translation

305

(72)

 Independent external valuation

7,463

7,328

Adjusted for: Lease incentive*

(785)

(778)

Fair value of investment property at the end of the period/year

6,678

6,550

 

* The Lease incentive is separately classified as a non-current asset within
the Consolidated Statement of Financial Position and, to avoid double
counting, is hence deducted from the independent property valuation to arrive
at fair value for accounting purposes.

The property is carried at fair value. The lease incentive granted to the
tenant is amortised over the term of the lease. In accordance with IFRS, the
external independent valuation is reduced by the carrying amount of the lease
incentive as at the valuation date.

Quarterly valuations are carried out at 31 March, 30 June, 30 September and 31
December by Knight Frank LLP, external independent valuers. The valuation of
the investment property is recorded in Euros and converted into pounds
sterling at the end of each reporting period. The rates used were as follows:

             30 September 2022  31 March 2022
             (Unaudited)        (Audited)

 Euro / GBP  1.139              1.187

 

The resultant fair value of investment property is analysed below by valuation
method, according to the levels of the fair value hierarchy. The different
levels have been defined as follows:

Level 1: quoted (unadjusted) prices in active markets for identical assets or
liabilities;

Level 2: inputs other than quoted prices included within Level 1 which are
observable for asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices);

Level 3: inputs for the asset or liability which are not based on observable
market data (unobservable inputs).

The investment property (Curno) is classified as Level 3.

The significant assumptions made relating to its independent valuation are set
out below:

 Significant assumptions                             30 September 2022  31 March 2022
                                                     (Unaudited)        (Audited)

 Gross estimated rental value per square metre p.a.  €114.00            114.00€

 Equivalent yield                                    10.77%             10.53%

 

The external valuer has carried out its valuation using the comparative and
investment methods. The external valuer has made the assessment on the basis
of a collation and analysis of appropriate comparable investment and rental
transactions. The market analysis has been undertaken using market knowledge,
enquiries of other agents, searches of property databases, as appropriate and
any information provided to them. The external valuer has adhered to the RICS
Valuation - Professional Standards.

An increase/decrease in ERV (Estimated Rental Value) will increase/decrease
valuations, while an increase/decrease to yield decreases/increases
valuations. The information below sets out the sensitivity of the independent
property valuation to changes in Fair Valu

If market rental increases by 10% then property value increases by 2.47%,
being €209,974 (31 March 2022: 2.41%, being €210,484).

If market rental decreases by 10% then property value decreases by 2.47% being
€209,974 (31 March 2022: 2.41%, being €210,484).

If yield increases by 1% then property value decreases by 7.72%, being
€657,101 (31 March 2022: 8.36%, being €728,913).

If yield decreases by 1% then property value increases by 9.30%, being
€791,890 (31 March 2022: 10.06%, being €877,169).

Property assets are inherently difficult to value owing to the individual
nature of each property. As a result, valuations are subject to uncertainty.
There is no assurance that estimates resulting from the valuation process will
reflect the actual sales price even where a sale occurs shortly after the
valuation date. Rental income and the market value for properties are
generally affected by overall conditions in the local economy, such as growth
in Gross Domestic Product ("GDP"), employment trends, inflation and changes in
interest rates. Changes in GDP may also impact employment levels, which in
turn may impact the demand for premises. Furthermore, movements in interest
rates may affect the cost of financing for real estate companies.

Both rental income and property values may be affected by other factors
specific to the real estate market, such as competition from other property
owners, the perceptions of prospective tenants of the attractiveness,
convenience and safety of properties, the inability to collect rents because
of the bankruptcy or the insolvency of tenants, the periodic need to renovate,
repair and release space and the costs thereof, the costs of maintenance and
insurance, and increased operating costs. The Investment Advisor addresses
market risk through a selective investment process, credit evaluations of
tenants, ongoing monitoring of tenants and through effective management of the
property.

7. Investments at fair value through profit or loss ("FVTPL")

                                                            6 months ended         Year ended
                                                            30 September 2022      31 March 2022
                                                            £000s                  £000s
                                                            (Unaudited)            (Audited)

 Opening book cost                                          3,983                  3,353
 Total unrealised gains at beginning of period              1,990                  2,151
 Fair value of investments at FVTPL at beginning of period  5,973                  5,504

 Purchases                                                  533                    867
 Sales                                                      (412)                  (283)
 Realised gains                                             168                    46
 Unrealised losses                                          (446)                  (161)
 Total investments at FVTPL                                 5,816                  5,973

 

 Closing book cost                        4,272    3,983
 Total unrealised gains at end of period  1,544    1,990
 Total investments at FVTPL               5,816    5,973

 

                                                    30 September 2022    30 September 2021
                                                    £000s                £000s
                                                    (Unaudited)          (Unaudited)

 Realised gains                                     168                  24
 Unrealised (losses)/gains                          (446)                185
 Total (losses)/gains on investments at FVTPL       (278)                209

 Investment income                                  203                  66
 Total (losses)/gains on financial assets at FVTPL  (75)                 275

 

The fair value of investments at FVTPL are analysed below by valuation method,
according to the levels of the fair value hierarchy. The different levels have
been defined as follows:

Level 1: quoted (unadjusted) prices in active markets for identical assets or
liabilities;

Level 2: inputs other than quoted prices included within Level 1 which are
observable for asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices);

Level 3: inputs for the asset or liability which are not based on observable
market data (unobservable inputs).

The following table analyses within the fair value hierarchy the Company's
financial assets at fair value through profit or loss:

 30 September 2022                  Level 1  Level 2  Level 3  Total
                                    £000s    £000s    £000s    £000s
 Fair value through profit or loss
 - Investments                      4,170    1,646    -        5,816

 

As at 30 September 2022, within the Company's financial assets classified as
Level 2, securities totalling £1,106,936 are traded on the London Stock
Exchange or AIM, with securities of £539,350 being traded on the Aquis
Exchange and £nil being traded on The International Stock Exchange. The Level
2 securities are valued at the traded price as at the period end and no
adjustment has been deemed necessary to these prices. However, although these
are traded, they are not regularly traded in significant volumes and hence
have been classified as level 2.

 31 March 2022                      Level 1  Level 2  Level 3  Total
                                    £000s    £000s    £000s    £000s
 Fair value through profit or loss
 - Investments                      4,189    1,784    -        5,973

 

As at 31 March 2022, within the Company's financial assets classified as Level
2, securities totalling £1,148,932 are traded on the London Stock Exchange or
AIM, securities of £335,000 being traded on the Aquis Exchange and securities
of £300,154 being traded in The International Stock Exchange.

The valuation and classification of the investments are reviewed on a regular
basis. The Board determines whether or not transfers have occurred between
levels in the hierarchy by re-assessing categorisation (based on the lowest
level input which is significant to the fair value measurement as a whole) at
the end of each reporting period.

8. Trade and other receivables

                    30 September 2022  31 March 2022
                    £000s              £000s
                    (Unaudited)        (Audited)
 Prepayments        36                 34
 Total              36                 34

 

The carrying values of trade and other receivables are considered to be
approximately equal to their fair value.

9. Trade and other payables

                                           30 September 2022  31 March 2022
                                           £000s              £000s
                                           (Unaudited)        (Audited)
 Investment Advisor's fee (note 13)        18                 17
 Administration fees                       66                 37
 Audit fee                                 25                 40
 Directors' fees payable (note 13)         5                  2
 Other                                     98                 158
 Total                                     212                254

 

Trade and other payables are non-interest bearing and are normally settled on
30-day terms.  The carrying values of trade and other payables are considered
to be approximately equal to their fair value.

10. Share capital

                                               6 months ended     Year ended
                                               30 September 2022  31 March 2022
                                               Number of shares   Number of shares
                                               (Unaudited)        (Audited)
 Shares of no par value issued and fully paid
 Balance at the start of the period/year       33,740,929         33,740,929

 Balance at the end of the period/year         33,740,929         33,740,929

 

                                                                   6 months ended     Year ended
                                                                   30 September 2022  31 March 2022
                                                                   £000s              £000s
                                                                   (Unaudited)        (Audited)

 Balance at the start of the period/year                           13,466             14,019
 Profit/(loss) for the period/year and other comprehensive income  111                (553)

 Balance at the end of the period/year                             13,577             13,466

 

No shares were issued by the Company during the period (31 March 2022: none).

11. Net asset value per ordinary share

The Net Asset Value per Ordinary Share at 30 September 2022 is based on the
net assets attributable to the ordinary shareholders of £13.577 million (31
March 2022: £13.466 million) and on 33,740,929 (31 March 2022: 33,740,929)
ordinary shares in issue at the Consolidated Statement of Financial Position
date.

12. Financial risk management

The Company's financial risk management objectives and policies are consistent
with those disclosed in the Company's Audited Annual Financial Statements for
the year ended 31 March 2022.

13. Related party transactions

The Directors are responsible for the determination of the Company's
investment objective and policy and have overall responsibility for the
Group's activities including the review of investment activity and
performance.

Mr Nixon, a Director of the Company, is also Founding Partner and a Designated
Member of Worsley Associates LLP ("Worsley"). The total charge to the
Consolidated Income Statement during the period in respect of Investment
Advisor fees to Worsley was £85,450 (30 September 2021: £89,023) of which
£17,711 (31 March 2022: £8,713) remained payable at the period end.

Upon appointment of Worsley as Investment Advisor (31 May 2019), Mr Nixon
waived his future Director's fee as he is a member of the Investment Advisor.

As at 30 September 2022, Mr Nixon held 29.88% of the shares in the Company (31
March 2022: 29.88%).

As at 30 September 2022, Mr Scott held 1.91% of the shares in the Company (31
March 2022: 1.19%).

The aggregate remuneration and benefits in kind of the Directors and directors
of its subsidiaries in respect of the period ended 30 September 2022 amounted
in respect of the Group to £22,975 (30 September 2021: £23,019), of which
£17,500 (30 September 2021: £17,500) was in respect of the Company. At the
period end £4,939 remained payable (31 March 2022: £1,579).

All the above transactions were undertaken at arm's length.

14. Capital commitments and contingent liability

As at 30 September 2022 the Company has no capital commitments (31 March 2021:
no commitments).

Disposal of the Curno property may, depending on the terms, incur Italian
taxes which would be material in the context of Shareholders' Funds. As at 30
September 2022 and up to the date of approval, no disposal was in discussion.
As a result, no provision has been included in these Financial Statements.

15. Segmental analysis

As at 30 September 2022, the Group has two segments (31 March 2022: two).

The following summary describes the operations in each of the Group's
reportable segments for the current period:

 Property Group  Management of the Group's property asset.

 Parent Company  Parent Company, which holds listed equity investments

Information regarding the results of each reportable segment is shown below.
Performance is measured based on segment profit/(loss) for the period, as
included in the internal management reports that are reviewed by the Board,
which is the Chief Operating Decision Maker ("CODM"). Segment profit is used
to measure performance as management believes that such information is the
most relevant in evaluating the results of certain segments relative to other
entities that operate within these industries.

The accounting policies of the reportable segments are the same as the Group's
accounting policies.

(a) Group's reportable segments

                                                               Continuing Operations
 30 September 2022                                             Property Group  Parent Company  Total
                                                               £000            £000            £000
 External revenue
 Gross property income                                         380             -               380
 Property operating expenses                                   (73)            -               (73)
 Net loss on investments at fair value through profit or loss  -               (75)            (75)
 Unrealised valuation loss on investment property              (170)           -               (170)
 Lease incentive movement                                      25              -               25
 Total segment revenue                                         162             (75)            87

 Expenses
 General and administrative expenses                           (63)            (197)           (260)
 Total operating expenses                                      (63)            (197)           (260)
 Profit/(loss) before tax                                      99              (272)           (173)

 Income tax charge                                             (36)            -               (36)
 Profit/(loss) after tax                                       63              (272)           (209)

 Profit/(loss) for the period                                  63              (272)           (209)

 Total assets                                                  7,789           6,216           14,005
 Total liabilities                                             269             159             428

 

(b) Geographical information

The Company is domiciled in Guernsey. The Group has subsidiaries incorporated
in Europe.

The Group's revenue from external customers from continuing operations and
information about its segment non-current assets by geographical location (of
the country of incorporation of the entity earning revenue or holding the
asset) are detailed below:

         Revenue from External Customers  Non-Current Assets
         For the six months ended         30 September 2022

         30 September 2022
         £000                             £000

 Europe  380                              7,463
         380                              7,463

 

         Revenue from External Customers  Non-Current Assets
                                          31 March 2022

         For the six months ended

         30 September 2021
         £000                             £000

 Europe  369                              7,328
         369                              7,328

 

16. Subsequent events

There were no post period end events which require disclosure in these
Financial Statements.

 

Portfolio statement (unaudited)

as at 30 September 2022

 

                                                        Currency  Fair value £'000   % of Group Net Assets

 UCI Curno                                              EUR       7,463              54.97%
 Less: lease incentive                                  EUR       (785)              (5.78%)
 Total                                                            6,678              49.19%

 Smiths News Plc                                        GBP       3,387              24.95%
 Amedeo Air Four Plus Limited                           GBP       541                3.98%
 Northamber Plc                                         GBP       516                3.80%
 Daniel Thwaites PLC                                    GBP       338                2.49%
 Shepherd Neame Limited                                 GBP       201                1.48%

 Total disclosed securities                                       4,983              36.70%

 Other securities (none greater than 2% of Net Assets)            833                6.13%

 Total securities                                                 5,816              42.83%

 Total investments                                                12,494             92.02%

Investment Policy

Investment Objective and Policy Change

At an EGM held on 28 June 2019, an ordinary resolution was passed to adopt a
new Investment Objective and Policy.

 

Investment Objective

 

The Company's investment objective is to provide shareholders with an
attractive level of absolute long-term return, principally through the capital
appreciation and exit of undervalued securities. The existing real estate
asset of the Company will be realised in an orderly manner, that is with a
view to optimising the disposal value of such asset.

 

Investment Policy

 

The Company aims to meet its objectives through investment primarily, although
not exclusively, in a diversified portfolio of securities and related
instruments of companies listed or admitted to trading on a stock market in
the British Isles (defined as (i) the United Kingdom of Great Britain and
Northern Ireland; (ii) the Republic of Ireland; (iii) the Bailiwicks of
Guernsey and Jersey; and (iv) the Isle of Man). The majority of such companies
will also be domiciled in the British Isles. Most of these companies will have
smaller to mid-sized equity market capitalisations (the definition of which
may vary from market to market, but will in general not exceed £600 million).
It is intended to secure influential positions in such British quoted
securities with the deployment of activism as required to achieve the desired
results.

The Company, Property Trust Luxembourg 2 SARL and Multiplex 1 SRL ("the
Group") may make investments in listed and unlisted equity and equity-related
securities such as convertible bonds, options and warrants. The Group may also
use derivatives, which may be exchange traded or over-the-counter.

The Group may also invest in cash or other instruments including but not
limited to: short, medium or long term bank deposits in pounds sterling and
other currencies, certificates of deposit and the full range of money market
instruments; fixed and floating rate debt securities issued by any corporate
entity, national government, government agency, central bank, supranational
entity or mutual society; futures and forward contracts in relation to any
other security or instrument in which the Group may invest; put and call
options (however, the Group will not write uncovered call options); covered
short sales of securities and other contracts which have the effect of giving
the Group exposure to a covered short position in a security; and securities
on a when-issued basis or a forward commitment basis.

 

The Group pursues a policy of diversifying its risk. Save for the Curno Asset
until such time as it is realised, the Group intends to adhere to the
following investment restrictions:

 

·      not more than 30 per cent. of the Gross Asset Value at the time
of investment will be invested in the securities of a single issuer (such
restriction does not, however, apply to investment of cash held for working
capital purposes and pending investment or distribution in near cash
equivalent instruments including securities issued or guaranteed by a
government, government agency or instrumentality of any EU or OECD Member
State or by any supranational authority of which one or more EU or OECD Member
States are members);

 

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

 

·      the value of the Group's exposure to securities not listed or
admitted to trading on any stock market will not exceed in aggregate 35 per
cent. of the Net Asset Value;

 

·      the Group may make further direct investments in real estate but
only to the extent such investments will preserve and/or enhance the disposal
value of its existing real estate asset. Such investments are not expected to
be material in relation to the portfolio as a whole but in any event will be
less than 25 per cent. of the Gross Asset Value at the time of investment.
This shall not preclude Property Trust Luxembourg 2 SARL and Multiplex 1 SRL
(the "Subsidiaries") from making such investments for operational purposes;

 

·      the Company will not invest directly in physical commodities, but
this shall not preclude its Subsidiaries from making such investments for
operational purposes;

 

·      investment in the securities, units and/or interests of other
collective investment vehicles will be permitted up to 40 per cent. of the
Gross Asset Value, including collective investment schemes managed or advised
by the Investment Advisor or any company within the Group; and

 

·      the Company must not invest more than 10 per cent. of its Gross
Asset Value in other listed investment companies or listed investment trusts,
save where such investment companies or investment trusts have stated
investment policies to invest no more than 15 per cent. of their gross assets
in other listed investment companies or listed investment trusts.

The percentage limits above apply to an investment at the time it is made.
Where, owing to appreciation or depreciation, changes in exchange rates or by
reason of the receipt of rights, bonuses, benefits in the nature of capital or
by reason of any other action affecting every holder of that investment, any
limit is breached by more than 10 per cent., the Investment Advisor will,
unless otherwise directed by the Board, ensure that corrective action is taken
as soon as practicable.

Borrowing and Leverage

The Group may engage in borrowing (including stock borrowing), use of
financial derivative instruments or other forms of leverage provided that the
aggregate principal amount of all borrowings shall at no point exceed 50 per
cent. of Net Asset Value. Where the Group borrows, it may, in order to secure
such borrowing, provide collateral or security over its assets, or pledge or
charge such assets.

Corporate Information
 Directors (All non-executive)                    Registered Office

 W. Scott (Chairman)                              Sarnia House

R. H. Burke

                                                Le Truchot
 B. A. Nixon

                                                St Peter Port

                                                  Guernsey, GY1 1GR
 Investment Advisor                               Administrator and Secretary

 Worsley Associates LLP                           Sanne Fund Services (Guernsey) Limited

 First Floor                                      Sarnia House

 Barry House                                      Le Truchot

 20 - 22 Worple Road                              St Peter Port

 Wimbledon, SW19 4DH                              Guernsey, GY1 1GR

 United Kingdom
 Financial Adviser                                Corporate Broker

 Shore Capital and Corporate Limited              Shore Capital Stockbrokers Limited

 Cassini House                                    Cassini House

57 St James's Street
57 St James's Street

London, SW1A 1LD
London SW1A 1LD

United Kingdom
United Kingdom

 Independent Auditor                              Registrar

 BDO Limited                                      Computershare Investor Services (Guernsey) Limited

 Place du Pré                                     1(st) Floor

 Rue du Pré                                       Tudor House

 St Peter Port                                    Le Bordage

 Guernsey, GY1 3LL                                St Peter Port

                                                  Guernsey, GY1 1DB
 Registration Number

 43007

 

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