REG - Worsley Investors Ld - Half-year Report
12/12/2024 10:00
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RNS Number : 8689P Worsley Investors Limited 12 December 2024
12 December 2024
Worsley Investors Limited
(the "Company")
Half Year Report for the six months ended 30 September 2024
The Company is pleased to announce the release its half year report and
unaudited consolidated financial statements for the six months ended 30
September 2024 (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)
Harry Davies-Ball / Anita Ghanekar
Tel: +44 (0) 20 74080 4090
Sanne Fund Services (Guernsey) Limited (Administrator and Secretary)
Chris Bougourd / Matt Falla
Tel: +44 (0) 20 3530 3109
LEI: 213800AF85VEZMDMF931
Performance Summary
30 September 2024 31 March 2024 % change
Net Asset Value ("NAV") per share 47.11p 43.45p 8.42%
Share price(1) 29.70p 24.80p 19.76%
Share price discount to NAV 36.96% 42.92%
Six month period Six month period
ended ended
30 September 2024
30 September 2023
Earnings per share(2) 4.11p -1.03p
Total return Six month period ended Six month period ended
30 September 2023
30 September 2024
NAV Total Return(3) 8.42% -3.03%
Share price Total Return(4)
- Worsley Investors Limited 19.76% -2.14%
- FTSE All Share Index 6.07% 1.42%
- FTSE Real Estate Investment Trust Index 6.21% -5.28%
Worsley Associates LLP ('Worsley Associates') was appointed on 31 May 2019 as
Investment Advisor (the "Investment Advisor") to Worsley Investors Limited
(the "Company"). At an EGM held on 28 June 2019, an ordinary resolution was
passed to adopt the new Investment Objective and Policy. The Company's
Investment Objective and Policy are set out on below.
Past performance is not a guide to future performance.
(1) Mid-market share price.
(2) Earnings per share based on the net profit for the period of £1.234
million (30 September 2023: net loss for the period of £0.450 million) and
the weighted average number of Ordinary Shares in issue during the period of
33,740,929 (30 September 2023: 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 FactSet/Morningstar.
Chairman's Statement
We had a good half year to 30 September 2024. The Company generated a
positive NAV total return of +8.42% over the six months which outpaced a
favourable market background as represented by FTSE All Share and FTSE Real
Estate indices which generated +6.06% and +6.21% respectively. Our share price
performed even better, rising by 19.8% as our share price discount narrowed
from 42.92% to 36.96%. A more direct comparator for smaller company
investment is the FTSE Small Capitalisation index which returned +11.01%. The
return generated on our equity investments was +17.6%.
By any measure, therefore, it was a good half year for our shareholders.
The returns came mostly from our equity portfolio, as one would expect, and
the compounding of those returns together with the accumulation of cash from
the Curno cinema rental means that the proportion of our NAV represented by
the cinema fell from 42.9% to 38.3%.
The one fly in the ointment is that in the latter half of the period, once
again, UCI, the cinema operator, signalled a desire to re-cast materially the
terms of the cinema lease in their favour, notwithstanding the many
concessions and accommodations that we have extended to them over the past
five years, including the current terms which they freely entered into as
recently as June 2020. Proposals have been made and counter-proposals
received. Shareholders would not expect me to give a public running commentary
on the development of discussions which continue. Further announcements will
be made as required.
The Investment Advisor, Worsley Associates LLP, summarises the market
background and outlook together with the developments in respect of our
principal investments succinctly in its report below and there is little that
I can usefully add here.
Shareholders will be as aware as we are of the significant political
developments during the period with elections and changes of government in the
UK, US and elsewhere. While the policy stance of a tax-and-spend labour
government in the UK is perhaps predictable in its outcomes, the more
significant in terms of the global context is the return of a Trump
administration in the US and that is more difficult to predict. With
uncertainty, however, comes opportunity and that is all the more evident at
the small capitalisation end of the market where we operate. Worsley invests
in specific companies with their own unique paths to the realisation of
shareholder returns and not in broader indices, which are relevant only as
measures of the context in which we operate and the headwinds we face or
tailwinds behind us.
Our core equity strategy has been compounding for five years now, through some
difficult times, and increasingly dominates the outlook for our overall
returns. Putting it differently, we are approaching the point where the
current share price is almost entirely backed by the core equity strategy with
the cinema asset 'in for free'.
Once again and on behalf of the Board, I would like to thank our Investment
Advisor, Worsley Associates LLP, for the continued steady progress they have
made in developing our portfolio and to thank you, our shareholders, for your
ongoing support.
William Scott
Chairman
11 December 2024
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 remained close to fully
invested, and the Investment Advisor has focussed on its advancement, and
oversight of the management of the Curno cinema, the first half trading of
which was impacted by the tail end of the six-month gap in 'blockbuster' movie
releases caused by the Hollywood Actors Guild and Screenwriters Guild strikes
from July to September 2023
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 January 2024 to 31 December 2024 - €1,063,436 per annum.
Base rental is indexed annually to 100% of the Italian ISTAT Consumer Index on
an upwards-only basis. In the ten months to 31 October the index has increased
1.0%.
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 £272.9 million.
Tenant break option
UCI has the right to terminate the lease on 30 June 2035.
Trading
The cinema was open throughout the half.
Italian cinema industry ticket sales were mixed over the six months to
September 30 2024, being down approximately 22% from 2023, with a paucity of
new releases in April and May, although pent up demand led to a bumper June,
following which the new movie slate was not to the Italian market's taste.
Highlight titles released during the period were Despicable Me 4 and Inside
Out 2.
Curno ticket sales in the half were in line with industry trends, at some 81%
of those for 2023 equivalent, which had benefited from a support scheme
pursuant to which the Italian Government in effect paid 46% of the ticket
price of European movies shown.
Since the beginning of November there has been a very strong improvement in
Italian cinema trading, with ticket sales achieving some 109% of November 2019
levels as several high-profile films, most notably Gladiator II, began to be
released. The movie slate for the remainder of the financial year is
considered to be strong.
The Curno cinema has continued to benefit from substantial increases in total
revenue per customer, in particular in respect of ticket prices.
Rentals were current throughout the period.
Valuation
As at 30 September 2024, the Group's independent asset valuer, Knight Frank
LLP, fair valued the Curno cinema at €7.3 million (31 March 2024: €7.35
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 28% higher than the pre amendment level.
The valuer, as at 30 September 2024, retained from the year end the net yield
at which it capitalised the net rental stream, in this instance 10.75%. There
was a small (0.7%) valuation reduction in the half caused by the lease at year
end being six months closer to the earliest date at which it can be
terminated.
The valuer's approach remains very cautious, notwithstanding its noting that
average interest rates in the European region had decreased considerably since
2023. It remarked that, although the availability and cost of real estate
debt finance was expected to improve, widespread geopolitical uncertainty was
contributing to low transaction volumes in the European property market.
The serious disruption which arose from the simultaneous Actors Guild and
Screenwriters Guild strikes in mid-2023 has now worked itself through the
system. Increasingly regularised cinema trading, as indicated by increasingly
strong Italian box office takings seen since the beginning of November, is
conducive to a return of Italian cinema investor appetite, although this will
continue to be constrained until European banks revert to more typical levels
of property lending. 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 entails 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 publication of the Annual Report in late June, the U.K. stock
market, as measured by the FTSE All-Share Index, has been range bound between
the 4375 and 4590 levels. In the aftermath of the US presidential election in
early November, the economic policies of the incoming Trump administration
have become the largest influence on the British market, replacing prospects
for the U.K. economy, with weakness in the Chinese economy remaining a
significant factor. Political instability in France also continues to be a
concern.
The London market in early July experienced mixed trading as it digested the
Labour victory in the U.K. election on 4 July, a hung French parliament, a
good U.K. GDP reading, falling US inflation, and weakening Chinese GDP
figures. Mid-month trading remained volatile, on first the worldwide
CrowdStrike IT outage, and then weak Tesla and Alphabet earnings, offset by
news that Joe Biden was dropping out of the US election. The last week saw
markets worldwide strengthen well, with strong US Q2 GDP data, flat US PCE
inflation and U.K. oil shares and miners climbing on a major Chinese stimulus
package, with the FTSE:ASX reaching the high for the period on 31 July.
August commenced with an extreme downward move, with the British market
reacting very badly to the Bank of England's decision to cut rates by an
initial 0.25% to 5.0%. This was followed by a global slump on the back of a
sharp selloff of the Nikkei 225 share index after the Bank of Japan ('BofJ')
unexpectedly announced higher interest rates. In consequence, by 5 August the
U.K. market had fallen to the period low.
The panic proved short lived, with US regional Federal Reserve Governors
promptly making soothing remarks, and the BofJ stating formally that it would
not increase rates during periods of market turmoil. A fortnight of generally
good economic data, including positive US and U.K. inflation readings and
higher Q2 U.K. GDP growth, hopes of a Gazan ceasefire, the positive impact of
Chinese stimulus on metal prices, and anticipation that US Fed Chairman Powell
in his Jackson Hole speech would foreshadow interest rate cuts, saw the London
market finish up almost on level terms for the month.
In early September, the market drifted lower, on weak European statistics and
fears of a US recession. However, it then climbed sharply when the US Fed at
its September meeting made its first cut of the current cycle, in the event
dropping its rate by 0.50%. After some volatility, with worries about the
faltering Chinese economy counterbalanced by news that US PCE month on month
inflation was only 0.1%, towards month end heightened anxieties regarding the
likelihood of an Iranian missile strike on Israel saw the September quarter
close with a further setback.
October opened with a bumpy start after disappointing Chinese news flow, but
from the 8th on the British market entered a positive period, on strong U.K.
GDP data and the announcement of significant Chinese monetary easing. Then
annual U.K. September CPI came in at 1.7%, the lowest for three years, and,
after an ECB rate cut, the FTSE:ASX on 17 October tested its peak for the
period.
The London market weakened over the rest of October, on further Chinese GDP
slowing, and after the release of a nine-month U.K. government borrowing
figure which was at the third highest level ever. This was exacerbated by
concerns regarding the U.K. Budget, being released on 30 October, and the US
election on 5 November. Following a short-lived recovery, widespread worries
about the prospective Trump administration outweighed the 0.25% cuts, by both
the BofE and the US Fed, which followed and by 13 November the U.K. market had
fallen sufficiently to retrace the low point for the period.
For most of the remainder of November an international perception of the U.K.
as a stable environment in which to invest with numerous significant
underpriced listed companies, allied to generally well received Trump
political appointments, in particular the putative Treasury secretary, Scott
Bessant, resulted in the British market recovering to the previous levels.
The last fortnight has seen the London market continuing to trend higher, with
largely positive broker updates and a number of takeover approaches, seeing
U.K. share prices continue to rally, although anxieties remain regarding
political uncertainty in Europe, France being the main concern.
The BofE and the US Fed have cut their respective interest rates by 0.50% and
0.75% since the peaks of the recent cycle. Market consensus is that both rates
will reduce significantly in 2025, although there are widely varying
expectations as to the timing and final quantum of these.
In the Company's target universe of British smaller companies, the total
return over the six months to 30 September was 11.01%. Share prices in this
section of the market, which fell by a broadly similar amount to the overall
market in October and November, have since recovered, ending up virtually
unchanged over the last two and a half months.
The Company's portfolio has remained quite fully invested during the period.
In August we made the first disclosure of a 4% shareholding, now representing
some 2.3% of the Group's Net Assets, in W.H. Ireland Group plc ('WHI'). WHI is
an English financial services company whose shares are traded on AIM.
Following the sale in July of the Capital Markets division, WHI's sole
continuing operation is its Wealth Management business, which provides
financial planning advice and discretionary investment management to its
clients. WHI has a market capitalisation of £7.3m and as at 31 March its net
cash balance was £4.9m. The Wealth Management operation last disclosed assets
under management of £1.2 billion, of which discretionary assets were £880m.
Together with assets under advice of more than £300m, these management
contracts in their own right would have a conservative value of considerably
more than WHI's market value.
The largest portfolio position remains our shareholding of in excess of 4% in
Smiths News plc, England's major distributor of newspapers and magazines. In
early November, Smiths News published its 2024 preliminary results, which were
again impressive, with increased revenue and operating profit, albeit
benefitting from a 53(rd) trading week in the fiscal year. It was particularly
notable that the continuing cost reduction programme delivered savings which
exceeded the continued impact of cost inflation and the ongoing decline in
newspaper and magazine volume. Average net debt for fiscal 2024 was £11.7m, a
substantial improvement on the £25.0m in 2023.
Having in May secured a refinancing of its banking facilities without the
restrictive covenants which had previously significantly constrained
shareholder distributions, and in line with its revised capital allocation
policy, the company proposed a special dividend of 2 pence per share,
involving a supplementary distribution of some £5 million.
The shares, having been up a little over 23% after the release of interim
results in early May, dropped almost 12% in the remainder of the half. Post
period end the shares have recovered well, being up circa 10%, most markedly
following the release of the prelims.
The Northamber Plc shareholding was unchanged in the half year. The share
price was flat over the course of the half, but has since fallen by some 22%
after the resignation of the chief executive, who had only been appointed some
nine months earlier. During the half we stepped up our engagement with
management.
The holding in Daniel Thwaites PLC was topped up early in the half, prior to
the announcement in June of its preliminary results, following which the share
price underwent a substantial recovery, and that in LMS Capital plc continued
to be grown.
The position in Amedeo Air Four Plus Limited has largely been disposed of, and
the investment over the three year period of our involvement generated a very
respectable annualised rate of return of in excess of 60%.
During the half, we also added to another three holdings and one new position
was initiated. We also took profits on a further holding. Preliminary (less
than 2% of Net Assets) holdings are held in 10 other companies.
Following a good recovery since 31 March, the Company's portfolio as at 9
December 2024 had a total cost of £6.22 million, a combined market value of
£9.83 million, and comprised 18 stocks. The surplus on the portfolio was
57.8%. of cost, and the annualised return on capital invested since the new
strategy was adopted remains very satisfactory, at just over 26%.
Results for the six months period
Cash revenue from Curno for the period to 30 September 2024 was €534,400
(£454,000) (30 September 2023: €529,900 (£458,000)). The increase
reflected the inflationary rental adjustment, from 1 January 2024, which
applied throughout the current half.
Property expenses, mainly local Curno property taxes, of some €87,600
(£75,000) ((30 September 2023: €113,000 (£98,000)), were incurred, which
is in line with budget. The decrease in comparison to the corresponding half
in 2023 was because that period included anomalous expenses of circa
€35,000.
General and administrative expenses of £320,000 (30 September 2023:
£282,000) were well above the 2023 run rate, and above original expectations.
The main element was a sharp increase in Italian legal expenses as the Group
dealt with legal manoeuvrings by its cinema tenant. Higher Administration
expenses were chiefly because of inflation linked increases, but Group general
expenses were considerably higher, and included circa £4,000 in withholding
tax incurred when an investee, Town Centre Securities, paid a property income
distribution. Registry costs were again elevated, but will normalise over the
full year. As foreshadowed in the 2024 Annual Report, increased Net Assets
resulted in higher AUM-based fees compared to the corresponding half in 2023.
Transaction charges incurred on equity acquisitions were £7,000 (30 September
2023: £2,000), reflecting higher activity than usual, after a low level in
the corresponding half last year.
The Group's ongoing operating costs for the full year will be significantly
higher than the 2024 level, principally because of high legal fees, but also a
consequence of higher AUM-based costs. Prior to the ultimate sale of Curno
there remains little scope for significant reduction in the overall cost base.
The equities portfolio recorded very strong growth in the first quarter before
suffering a small reduction in the second (since almost fully recovered),
resulting for the half as a whole in a £879,000 net investment mark-to-market
gain (30 September 2023: £430,000 reduction). Investment Income for the half,
entirely dividends, was £275,000 and net investment gains realised added
£281,000. In consequence, the total return on capital invested in the
portfolio over the half came out at 17.6%.
Taxation is payable on an ongoing basis on Italian income and in Luxembourg.
For the half, an Italian operating tax charge of circa £60,000 (30 September
2023: £50,000) was incurred. In addition, irrecoverable VAT in Luxembourg of
some £3,000 was paid. The corresponding half in 2023 included a one-off tax
credit of £75,000.
In the remainder of the year, the slightly higher contractual Curno rental
will be offset by the tax rate at Multiplex returning to more normal levels,
but, despite significantly greater General and administrative expenses,
operating cash flow (that is prior to allowance for equity income and net
purchases) is expected to be broadly neutral.
Financial Position
Net Assets at 30 September 2024 were £15.895 million, which compares with the
£14.661 million contained in the 31 March 2024 Annual Report. The increase
resulted from the profit in the half of £1.387 million, after a €50,000
(£43,000) reduction in the Euro valuation of the Curno property, partially
offset by a £153,000 decrease in the pounds sterling fair value of
Euro-denominated assets, principally the property.
The Group's liquidity reduced somewhat in the first half, reflecting net
portfolio purchases of £273,000, with £497,000 in cash held at 30 September
2024 and no debt. However, given the ample secondary liquidity of the equity
portfolio and balanced ongoing cash flows, the Group's financial position
continues to be strong.
In due course, the sale of the Curno cinema will provide considerable
additional resources for equity investment.
Euro
As at 31 September 2024, some 40% of Total Assets were denominated in Euros,
of which the Curno property was circa 38% of Total Assets, a material
reduction from the 45% as at 31 March 2024. The pound sterling Euro cross rate
moved some 2.4% during the period from 1.169 as at 31 March 2024 to 1.198 as
at 30 September 2024. This cross rate will remain a potentially significant
influence on the level of Group Net Assets until Curno's disposal.
Outlook
After storming ahead in the first five months of this year, before the
Government called a surprise general election, U.K. stock market prices have
largely tracked sideways, but nonetheless are up some 7.9% in 2024 and remain
close to their all-time highs, as the positive impact of the commencement of
well anticipated Western Central Bank interest rate cuts has been largely
dissipated by economic uncertainty, which intensified as speculation built
around the incoming Labour Government's policy changes, the U.K. Budget and
the November US presidential election.
This is consistent with the observation in the Annual Report that, although
positive factors for U.K. earnings growth continued to build, those had to be
weighed against the uncertainties around potential changes of government in
the U.K., Europe and the US, heightened geopolitical risk and the carryover
effect of the recession at the end of 2023. Indeed, employment related changes
announced in the U.K. Budget will be a headwind for smaller U.K. companies
until at least the end of the first half of calendar 2025.
The disruption to cinema scheduling caused by the 2023 Hollywood strikes is
now behind us, with expectations being for the calendar 2025 movie slate to
deliver a marked improvement over 2024, and 2025 US box office receipts
forecast to surpass 2024 levels.
Continuing cuts in European Central Bank interest rates are helpful, but,
notwithstanding normalisation of cinema trading, until Italian bank lending is
more freely available a disposal of our Curno cinema is not in prospect.
Nevertheless, the contractual rental terms offer a sizable source of inflation
adjusted cash flow for the Group.
We have consistently emphasised that the Worsley investment strategy is
broadly insensitive to the near term economic outlook, being focussed on the
medium term prospects of individual companies.
The interim profit figures for British companies released in the period came
in generally in line with previously diminished expectations, although there
were 84 profit warnings in the September quarter, which is well up from 49 in
the June quarter. Once more, a multitude of stocks with capitalisations below
£150 million saw their prices drop substantially.
In the majority of cases these falls are the consequence of a pronounced
deterioration in the outlook for the relevant sector, natural resources and
technology most recently being the most prominent. However, a proportion of
the prices of well-founded companies unsurprisingly suffer such consequences,
and typically some become gravely mispriced and, as such, prospective
portfolio contenders.
The Worsley equity portfolio is soundly based and, in spite of continued
economic and geopolitical uncertainties, the Company remains well placed to
generate very acceptable ongoing returns.
Worsley Associates LLP
10 December 2024
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 2024. The
principal risks disclosed include investment risk, operational risk,
accounting, legal and regulatory risk, financial risks and foreign exchange
risk. A detailed explanation of these can be found in the Annual Financial
Report. The Board and Investment Advisor do not consider these risks to have
materially changed during the six months ended 30 September 2024 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
sufficient 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 the period until 12 months from the approval of
these Consolidated Financial Statements. Owing to the fact that the Group
currently has no borrowing, has a significant cash holding and that the
Company's equity investments predominantly comprise readily realisable
securities, the Board considers there to be no material uncertainty.
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
11 December 2024
Condensed Unaudited Consolidated Statement of Comprehensive Income
For the six months ended 30 September 2024
For the six month period to For the six month period to
30 September 2024 30 September 2023
(Unaudited) (Unaudited)
Notes £000s £000s
Gross property income 3 & 6 424 394
Property operating expenses 3 & 6 (75) (98)
Net property income 349 296
Net gain/(loss) on investments at fair value through profit or loss 7 1,435 (188)
Unrealised valuation loss on investment property (43) (260)
Lease incentive movement 3 28 64
General and administrative expenses 4 (320) (282)
Operating profit/(loss) 1,449 (370)
Profit/(loss) before tax 1,449 (370)
Income tax expense (62) (53)
Deferred tax credit - 75
Profit/(loss) for the period 1,387 (348)
Other comprehensive income
Foreign exchange translation loss (153) (102)
Total items which are or may be reclassified to profit or loss 1,234 (450)
Total comprehensive income/(loss) for the period 1,234 (450)
Basic and diluted earnings/(loss) per ordinary share (pence) 5 4.11 (1.03)
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 2024
Revenue reserve Distributable reserve Total equity
Foreign currency reserve
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
£000s £000s £000s £000s
Balance at 1 April 2024 (44,416) 47,263 11,814 14,661
Profit for the period 1,387 - - 1,387
Other comprehensive loss - - (153) (153)
Balance at 30 September 2024 (43,029) 47,263 11,661 15,895
For the six months ended 30 September 2023
Revenue reserve Distributable reserve Total equity
Foreign currency reserve
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
£000s £000s £000s £000s
Balance at 1 April 2023 (44,446) 47,263 12,002 14,819
Loss for the period (348) - - (348)
Other comprehensive loss - - (102) (102)
Balance at 30 September 2023 (44,794) 47,263 11,900 14,369
The accompanying notes form an integral part of these Financial Statements.
Condensed Unaudited Consolidated Statement of Financial Position
As at 30 September 2024
30 September 2024 31 March 2024
(Unaudited) (Audited)
Notes £000s £000s
Non-current assets
Investment property 6 5,511 5,661
Lease incentive 6 502 570
Total non-current assets 6,013 6,231
Current assets
Cash and cash equivalents 497 657
Investments held at fair value through profit or loss 7 9,442 8,009
Lease incentive 6 82 56
Trade and other receivables 8 30 32
Tax receivable 89 103
Total current assets 10,140 8,857
Total assets 16,153 15,088
Non-current liabilities
Deferred tax payable - -
Total non-current liabilities - -
Current liabilities
Trade and other payables 9 168 268
Tax payable 90 159
Total current liabilities 258 427
Total liabilities 258 427
Total net assets 15,895 14,661
Equity
Revenue reserve (43,029) (44,418)
Distributable reserve 47,263 47,263
Foreign currency reserve 11,661 11,816
Total equity 15,895 14,661
Number of ordinary shares 33,740,929 33,740,929
Net asset value per ordinary share (pence) 11 47.11 43.45
The Financial Statements were approved by the Board of Directors and
authorised for issue on 11 December 2024. 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 2024
For the six month period to For the six month period to
30 September 2024 30 September 2023
(Unaudited) (Unaudited)
Notes £000s £000s
Operating activities
Profit/(loss) before tax 1,449 (370)
Adjustments for:
Net (gain)/loss on investments held at fair value through profit or loss 7 (1,435) 188
Investment income 275 229
Unrealised valuation loss on investment property 43 196
Decrease in trade and other receivables 2 97
Decrease in trade and other payables (100) (25)
Purchase of investments held at fair value through profit or loss 7 (866) (352)
Sale of investments held at fair value through profit or loss 7 593 24
Net cash from operations (39) (13)
Tax paid (117) (125)
Net cash outflow from operating activities (156) (138)
Effects of exchange rate fluctuations (4) (3)
Decrease in cash and cash equivalents (160) (141)
Cash and cash equivalents at start of the period 657 541
Cash and cash equivalents at the period end 497 400
The accompanying notes form an integral part of these Financial Statements
Notes to the Condensed Unaudited Consolidated Financial Statements
For the six months ended 30 September 2024
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 subsequent 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 2024 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 shown 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 2024.
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 2024.
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 Group maintains a significant cash balance and an extensive portfolio of
securities, and the property lease generates sufficient cash flows to pay
on-going expenses and other obligations. The Directors have considered the
cash position and performance of the current capital invested by the Group,
the potential impact on markets and supply chains of geo-political risks, as
well as continuing macro-economic factors and inflation, 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. 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, the Board
considers there to be no material uncertainty.
3. Gross property income
Gross property income for the period ended 30 September 2024 amounted to
£0.424 million (30 September 2024: £0.394 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 2024 was unchanged from that disclosed in the Company's Audited
Annual Financial Statements for the year ended 31 March 2024.
Property income
30 September 2024 30 September 2023
£000s £000s
(Unaudited) (Unaudited)
Property income received (net of lease incentives) 452 458
Straight-lining of lease incentives (28) (64)
Property income 424 394
Expense from services to tenants, other property operating and administrative
expenses
30 September 2024 30 September 2023
£000s £000s
(Unaudited) (Unaudited)
Property expenses arising from investment property which generates income 75 98
Total property operating expenses 75 98
There were no property expenses arising from investment property which did not
generate income.
4. General and administrative expenses
30 September 2024 30 September 2023
£000s £000s
(Unaudited) (Unaudited)
Administration fees 63 54
General expenses 59 48
Audit fees 26 27
Legal and professional fees 29 10
Directors' fees (note 13) 23 25
Insurance costs 11 13
Corporate broker fees 13 12
Investment Advisor fees (note 13) 96 93
Total 320 282
5. Basic and diluted earnings per ordinary share (pence)
The basic and diluted earnings per share for the Group is based on the net
profit for the period of £1.234 million (30 September 2023: net loss of
£0.158 million) and the weighted average number of Ordinary Shares in issue
during the period of 33,740,929 (30 September 2023: 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 2024 31 March 2024
(Unaudited) (Audited)
£000s £000s
6,287 6,770
Valuation of investment property before lease incentive adjustment
at beginning of period/year
Fair value adjustment (43) (303)
Foreign exchange translation (149) (180)
Independent external valuation 6,095 6,287
Adjusted for: Lease incentive* (584) (626)
Fair value of investment property at the end of the period/year 5,511 5,661
Valuation of investment property before lease incentive adjustment
at beginning of period/year
6,287
6,770
Fair value adjustment
(43)
(303)
Foreign exchange translation
(149)
(180)
Independent external valuation
6,095
6,287
Adjusted for: Lease incentive*
(584)
(626)
Fair value of investment property at the end of the period/year
5,511
5,661
* The Lease incentive is separately classified as a partly current and partly
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 2024 31 March 2024
(Unaudited) (Audited)
Euro / GBP 1.1977 1.1691
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 2024 31 March 2024
(Unaudited) (Audited)
Gross estimated rental value per square metre p.a. 113.85€ 113.85€
Equivalent yield 10.75% 10.75%
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 Value.
If market rental increases by 10% then property value increases by 3.40%,
being €248,200 (31 March 2024: 3.22%, being €236,670).
If market rental decreases by 10% then property value decreases by 3.40% being
€248,200 (31 March 2024: 3.22%, being €236,670).
If yield increases by 1% then property value decreases by 8.35%, being
€609,550 (31 March 2024: if yield increased by 0.5% then property value
decreased by 3.73%, being €273,940).
If yield decreases by 1% then property value increases by 6.93%, being
€505,890 (31 March 2024: if yield decreased by 0.5% then property value
increased by 4.09%, being €300,676).
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 2024 31 March 2024
£000s £000s
(Unaudited) (Audited)
Opening book cost 5,588 4,908
Total unrealised gains at beginning of period 2,421 2,931
Fair value of investments at FVTPL at beginning of period 8,009 7,839
Purchases 866 793
Sales (593) (214)
Realised gains 281 101
Unrealised gains/(losses) 879 (510)
Total investments at FVTPL 9,442 8,009
Closing book cost 6,143 5,588
Total unrealised gains at end of period 3,299 2,421
Total investments at FVTPL 9,442 8,009
30 September 2024 30 September 2023
£000s £000s
(Unaudited) (Unaudited)
Realised gains 281 13
Unrealised gains/(losses) 879 (430)
Total gains/(losses) on investments at FVTPL 1,160 (417)
Investment income 275 229
Total gains/(losses) on financial assets at FVTPL 1,435 (188)
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 2024 Level 1 Level 2 Level 3 Total
£000s £000s £000s £000s
Fair value through profit or loss
- Investments 6,426 3,016 - 9,442
As at 30 September 2024, within the Company's financial assets classified as
Level 2, securities totalling £1,895,446 are traded on the London Stock
Exchange or AIM, with securities of £1,120,500 being traded on the Aquis
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 2024 Level 1 Level 2 Level 3 Total
£000s £000s £000s £000s
Fair value through profit or loss
- Investments 5,705 2,304 - 8,009
As at 31 March 2024, within the Company's financial assets classified as Level
2, securities totalling £1,265,077 were traded on the London Stock Exchange
or AIM Market and securities of £1,039,375 were traded on the Aquis Exchange.
The Level 2 securities were valued at the traded price as at the year end and
no adjustment were deemed necessary to these prices. However, although these
were traded, they were not regularly traded in significant volumes and hence
were classified as level 2.
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 2024 31 March 2024
£000s £000s
(Unaudited) (Audited)
Prepayments 30 32
Total 30 32
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 2024 31 March 2024
£000s £000s
(Unaudited) (Audited)
Investment Advisor's fee (note 13) 23 19
Administration fees 9 44
Audit fee 28 46
Directors' fees payable (note 13) - 2
Other 108 157
Total 168 268
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 2024 31 March 2024
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
No shares were issued by the Company during the period (31 March 2024: none).
11. Net assets
6 months ended Year ended
30 September 2024 31 March 2024
£000s £000s
(Unaudited) (Audited)
Balance at the start of the period/year 14,661 14,819
Profit/(loss) for the period/year and other comprehensive income/(loss) 1,234 (158)
Balance at the end of the period/year 15,895 14,661
Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 30 September 2024 is based on the
net assets attributable to the ordinary shareholders of £15.895 million (31
March 2024: £14.369 million) and on 33,740,929 (31 March 2024: 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 2024.
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 £96,235 (30 September 2023: £92,722) of which
£22,641 (31 March 2024: £15,657) remained payable at the period end.
Upon appointment of Worsley as Investment Advisor (31 May 2019), Mr Nixon
waived his future Director's fee for so long as he is a member of the
Investment Advisor.
The Directors who served on the Board during the period, together with their
beneficial interests at 30 September 2024 and at 31 March 2024, were as
follows:
30 September 2024 31 March 2024
Ordinary shares % of shareholdings Ordinary shares % of shareholdings
Blake Nixon 10,083,126 29.88% 10,083,126 29.88%
William Scott 933,311 2.77% 933,311 2.77%
Robert Burke - - - -
The aggregate remuneration and benefits in kind of the Directors and directors
of its subsidiaries in respect of the Company's period ended 30 September 2024
amounted to £22,965 (30 September 2023: £24,690) in respect of the Group of
which £17,500 (30 September 2023: £17,500) was in respect of the Company. No
amounts were payable at the period end (31 March 2024: no amounts payable).
All the above transactions were undertaken at arm's length.
14. Capital commitments and contingent liability
As at 30 September 2024 the Company has no capital commitments (31 March 2024:
no commitments).
15. Segmental analysis
As at 30 September 2024, the Group has two segments (31 March 2024: 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 2024 Property Group Parent Company Total
£000 £000 £000
External revenue
Gross property income 424 - 424
Property operating expenses (75) - (75)
Net gain on investments at fair value through profit or loss - 1,435 1,435
Unrealised valuation loss on investment property (43) - (43)
Lease incentive movement 28 - 28
Total segment revenue 334 1,435 1,769
Expenses
General and administrative expenses (88) (232) (320)
Total operating expenses (88) (232) (320)
Profit before tax 246 1,203 1,449
Income tax charge (62) - (62)
Tax credit - - -
Profit after tax 184 1,203 1,387
Profit for the period 184 1,203 1,387
Total assets 6,434 9,719 16,153
Total liabilities (195) (63) (258)
Continuing Operations
30 September 2023 Property Group Parent Company Total
£000 £000 £000
External revenue
Gross property income 394 - 394
Property operating expenses (98) - (98)
Net loss on investments at fair value through profit or loss - (188) (188)
Unrealised valuation loss on investment property (260) - (260)
Lease incentive movement 64 - 64
Total segment revenue 100 (188) (88)
Expenses
General and administrative expenses (72) (210) (282)
Total operating expenses (72) (210) (282)
Profit/(loss) before tax 28 (398) (370)
Income tax charge (53) - (53)
Tax credit 75 - 75
Profit/(loss) after tax 50 (398) (348)
Profit/(loss) for the period 50 (398) (348)
Total assets 6,525 8,092 14,617
Total liabilities (153) (95) (248)
(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 2024
30 September 2024
£000 £000
Europe 424 6,095
424 6,095
Revenue from External Customers Non-Current Assets
For the six months ended 30 September 2023
30 September 2023
£000 £000
Europe 394 6,413
394 6,413
16. Subsequent events
There were no post period end events which require disclosure in these
Financial Statements.
Portfolio statement (unaudited)
as at 30 September 2024
Currency Fair value £'000 % of Group Net Assets
Property
UCI Curno EUR 6,095 38.35%
Less: lease incentive EUR (584) 3.67%
Total 5,511 34.67%
Securities
Smiths News Plc GBP 5,895 37.09%
Daniel Thwaites PLC GBP 693 4.36%
Northamber Plc GBP 583 3.67%
Shepherd Neame Limited GBP 428 2.69%
W.H. Ireland Group plc GBP 370 2.33%
LMS Capital plc GBP 339 2.13%
Town Centre Securities Plc GBP 334 2.10%
J. Smart & Co (Contractors) PLC GBP 186 1.17%
8,828 55.54%
Total disclosed securities
Other securities (none greater than 2% of Net Assets) GBP 614 3.86%
Total securities 9,442 59.40%
Total investments 14,953 94.07%
Investment Policy
Investment Objective and Policy Change
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 subsequent 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 Pound 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) 1 Royal Plaza
R. H. Burke
Royal Avenue
B. A. Nixon
St Peter Port
Guernsey, GY1 2HL
Investment Advisor Administrator and Secretary
Worsley Associates LLP Sanne Fund Services (Guernsey) Limited
First Floor 1 Royal Plaza
Barry House Royal Avenue
20 - 22 Worple Road St Peter Port
Wimbledon, SW19 4DH Guernsey, GY1 2HL
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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. END IR GCBDDGUBDGSDRecent news on Worsley Investors
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